The board of each fund in the BNY Mellon Family of Funds generally has delegated to BNY Mellon Investment Adviser, Inc. ("BNY Mellon") the authority to vote proxies of companies held in a fund's portfolio. BNY Mellon, through its participation in the BNY Mellon Proxy Voting and Governance Committee (the "PVGC"), applies the PVGC's Proxy Voting Policy, related procedures and voting guidelines when voting proxies on behalf of a fund.
BNY Mellon recognizes that an investment adviser is a fiduciary that owes its clients a duty of utmost good faith and full and fair disclosure of all material facts. BNY Mellon further recognizes that the right to vote proxies is an asset, just as the economic investment represented by a company's shares is an asset. An investment adviser's duty of loyalty precludes an adviser from subrogating its clients' interests to its own. Accordingly, in voting proxies, BNY Mellon seeks to act solely in the best financial and economic interests of the funds.
BNY Mellon seeks to avoid material conflicts of interest through its participation in the PVGC, which applies detailed, pre-determined proxy voting guidelines in an objective and consistent manner across client accounts, based on internal and external research and recommendations provided by third party vendors, and without consideration of any client relationship factors. Further, BNY Mellon engages a third party as an independent fiduciary to vote all proxies for securities of The Bank of New York Mellon Corporation, and may engage an independent fiduciary to vote proxies of other companies as a further safeguard to avoid potential conflicts of interest or as otherwise required by applicable law. When an independent fiduciary is engaged, the fiduciary either will vote the involved proxy or provide BNY Mellon with instructions as to how to vote such proxy. In the latter case, BNY Mellon will vote the proxy in accordance with the independent fiduciary’s determination.
Each proxy is reviewed, categorized and analyzed in accordance with the PVGC's written guidelines in effect from time to time. The guidelines are reviewed periodically and updated as necessary to reflect new issues and changes to the PVGC's policies on specific issues. Items that can be categorized will be voted in accordance with any applicable guidelines or referred to the PVGC, if the applicable guidelines so require. Proposals for which a guideline has not yet been established are referred to the PVGC for discussion and vote.
Additionally, the PVGC may elect to review any proposal where it has identified a particular issue or a company for special scrutiny. BNY Mellon will also consider specific interests and issues raised by a fund, which interests and issues may require that a vote for a fund be cast differently from the collective vote in order to act in the best interests of such fund.
BNY Mellon believes that a shareholder's role in the governance of a publicly-held company is generally limited to monitoring the performance of the company and its managers and voting on matters which properly come to a shareholder vote. BNY Mellon carefully reviews proposals that would limit shareholder control or could affect shareholder values.
BNY Mellon generally opposes proposals that seem designed to insulate management unnecessarily from the wishes of a majority of the shareholders and that would lead to a determination of a company's future by a minority of its shareholders. BNY Mellon generally supports proposals that seem to have as their primary purpose providing management with temporary or short-term insulation from outside influences so as to enable them to bargain effectively with potential suitors and otherwise achieve identified long-term goals to the extent such proposals are discrete and not bundled with other proposals.
On questions of social responsibility where economic performance does not appear to be an issue, BNY Mellon attempts to ensure that management reasonably responds to the social issues. Responsiveness is measured by management's efforts to address the particular social issue including, where appropriate, assessment of the implications of the proposal to the ongoing operations of the company.
BNY Mellon pays particular attention to repeat issues where management has failed in its commitment to take specific actions. With respect to a fund having investment policies that require proxies to be cast in a certain manner on particular social responsibility issues, BNY Mellon votes such issues in accordance with those investment policies.
Information regarding how BNY Mellon voted proxies for the funds during the most recent 12-month period ended June 30th is available on BNY Mellon's website, by the following August 31st, at www.bnymellonim.com and on the SEC's website at www.sec.gov on a fund's Form N-PX.