Form DEFA14A BNY Mellon Investment


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DEFA 14A

APPENDIX 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT No. ____)

Submitted by registrant [X]

Submitted by a party other than [_]

Registrant

Check the appropriate box:

[_] Advance Power of Attorney

[_] Confidential, for Commission use only (as permitted by Rule 14a-6(e)(2))

[_] Final Power of Attorney Statement

[X] Final Supplementary Materials

[_] Solicitation of Materials Pursuant to Rule 14a-12

BNY Mellon Investment Funds III

(Registrant’s name as stated in its articles of incorporation)

(Name of the person(s) submitting the proxy statement, if different from the Registrant)

Payment of submission fee (check the appropriate box):

[X] No fee is required.

[_] The fee is calculated in the table below pursuant to Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which the transaction relates:

(2) Total number of securities to which the transaction refers:

(3) For a unit price or other base transaction value calculated pursuant to Rule 0-11 of the Exchange Act:

(4) Proposed maximum total transaction value:

(5) Total fee paid:

[_] Prepaid fee with advance materials.

[_] Check the box if any portion of the fee was offset as provided in Rule 0-11(a)(2) of the Exchange Act and identify the filing for which the offset fee was previously paid.

Identify the previous filing by the number of the registration statement or form or list and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement No:

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Text field:

BNY MELLON HIGH YIELD FUND

c/o BNY Mellon Investment Adviser, Inc.

PLEASE REVIEW

Dear Shareholders:

As we recently informed you in separate proxy materials, a special meeting of shareholders (the “Special Meeting”) of BNY Mellon High Yield Fund (the “Fund”) has been called to ask the Fund’s shareholders to consider approving a new sub-investment advisory agreement between Alcentra NY , LLC (“Alcentra NY”) and the Fund’s investment adviser, BNY Mellon Investment Adviser, Inc. (“BNYM Adviser”), on behalf of the Fund (the “New Sub-Advisory Agreement”).

The Fund’s portfolio managers are currently dual employees of BNYM Adviser and Alcentra NY and manage the Fund as employees of BNYM Adviser. Alcentra NY is currently an affiliate of BNYM Adviser and a subsidiary of Alcentra Group Holdings, Inc., which is currently an indirect, wholly owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), the parent company of BNYM Adviser . In May 2022, BNY Mellon entered into a definitive agreement with Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, pursuant to which Franklin Templeton will acquire Alcentra Group Holdings, subject to certain regulatory approvals and the fulfillment of other conditions, Inc. ., together with its subsidiaries, including Alcentra NY (the “Transaction”). As a result of the transaction, Alcentra NY will become a subsidiary of Franklin Templeton and the Fund’s portfolio managers will cease to be employees of BNYM Adviser and will be employees of Alcentra NY only. The transaction is expected to be completed in the fourth quarter of 2022 or the first quarter of 2023 (the “Closing Date”).

To enable the Fund’s portfolio managers to provide day-to-day management of the Fund’s investments as employees of Alcentra NY as of the Closing Date of the Transaction, when Alcentra NY will become a subsidiary of Franklin Templeton, recommended by BNYM’s counsel, and the Fund’s Board approved the new sub-advisory agreement between BNYM’s adviser with respect to the fund and Alcentra NY.

The new sub-advisory agreement requires the approval of the Fund’s shareholders before it can become effective. Therefore, the Board has convened a special meeting to seek stockholder approval of the New Subadvisory Agreement to ensure continuity of portfolio management for the Fund after the closing date of the transaction.

The Fund’s investment objective, strategies and policies will not change in connection with the execution of the New Sub-Advisory Agreement. There will be no increase in the advisory fee payable by the Fund to BNYM Adviser as a result of the transaction. The sub-advisory fee payable to Alcentra NY under the New Sub-Advisory Agreement will be paid by BNYM Adviser and not by the Fund.

The special meeting will be held on October 13, 2022 at 11:00 a.m. Eastern Time and will be held in a virtual meeting format only. To participate, please see the instructions found in the proxy statement previously sent to you.

WHAT DO WE NEED FROM YOU?

To ensure that Alcentra NY can provide continuity of portfolio management for the Fund, the Fund’s shareholders must approve the New Subadvisory Agreement at the Special Meeting. Please also note that the Fund’s shareholder base consists of thousands of investors just like you, which makes your voice even more important, regardless of how many shares you own. Accordingly, your vote is critical to the approval of this proposal.

For additional information about the special meeting, the proposal and how to vote or to obtain a copy of the proxy statement, you can go to https://im.bnymellon.com/us/en/individual/resources/proxy-materials. jsp. or contact us at 877-361-7968 between the hours of 9:00 a.m. to 10:00 p.m. Eastern Time, Monday through Friday and Saturday from 10:00 a.m. to 6:00 p.m. Eastern Time.

We greatly value your consideration and investment in the BNY Mellon family of funds.

At your disposal,

/s/David DiPetrillo

David DiPetrillo

President

BNY Mellon Family of Funds

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