PRE 14A

SCHEDULE 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. ____)

 

Filed by the Registrantx
Filed by a Party other than the Registrant¨

Filed by the Registrant [X]

Filed by a Party other than the [_]

Registrant

Check the appropriate box:

xPreliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨Definitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to Rule 14a-12

[X]       Preliminary Proxy Statement

[_]       Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[_]       Definitive Proxy Statement

[_]       Definitive Additional Materials

[_]       Soliciting Materials under Rule 14a-12

 

BNY Mellon Investment Funds V, Inc.

DREYFUS PREMIER INVESTMENT FUNDS, INC.
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check(check the appropriate box):

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

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

(5) Total Fee Paid:

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¨[_]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)0- 11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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DREYFUS GLOBAL REAL ESTATE SECURITIESBNY MELLON LARGE CAP EQUITY FUND

c/o The Dreyfus CorporationBNY Mellon Investment Adviser, Inc.

200 Park Avenue240 Greenwich Street

New York, New York 1016610286

1-800-373-9387

November 15, 2017www.bnymellonim.com/us

August 23, 2023

Dear Shareholder:

Enclosed are a Notice and a Proxy Statement concerning a Special Meeting of Shareholders of Dreyfus Global Real Estate SecuritiesBNY Mellon Large Cap Equity Fund (the "Fund"), a series of Dreyfus PremierBNY Mellon Investment Funds V, Inc. (the "Company"). At the Special Meeting, shareholdersAs a shareholder of the Fund, will beyou are being asked to approve (i) a new sub-investment advisory agreement (the "New Sub-Advisory"Sub-Advisory Agreement") between the Fund's investment adviser, The Dreyfus CorporationBNY Mellon Investment Adviser, Inc. ("Dreyfus"BNYM Adviser"), on behalf of the Fund, and CSIMNewton Investment Management North America, LLC ("CSIM"NIMNA"). CSIM, and (ii) the implementation of a "manager of managers" investment approach whereby BNYM Adviser, subject to certain conditions, would be able to hire and replace sub-investment advisers to the Fund without obtaining shareholder approval.

The engagement of NIMNA, an affiliate of BNYM Adviser, as the Fund's sub-investment adviser to manage the Fund's assets pursuant to the Sub-Advisory Agreement, is a newly-formed entity ownedbeing proposed in connection with the proposed implementation of changes to the Fund's investment strategy, process and approach as described in the enclosed proxy statement. There will be no increase in the management fee payable by membersthe Fund to BNYM Adviser in connection with the implementation of the existing management teamSub-Advisory Agreement and the sub-advisory fee payable to NIMNA will be payable by BNYM Adviser and not the Fund.

With respect to the implementation of CenterSquare Investment Management, Inc. ("CenterSquare"),a "manager of managers" arrangement for the Fund's current sub-adviser,Fund, BNYM Adviser has obtained an exemptive order and fundsrelated no-action relief (together, the "SEC Relief") from the Securities and Exchange Commission, upon which the Fund may rely, which allows BNYM Adviser, subject to certain conditions, to hire and replace affiliated with Lovell Minnick Partners LLC.

CenterSquare is currently an indirect, wholly-owned subsidiary of The Bank of New York Mellon Corporation ("BNY Mellon"), the parent company of Dreyfus. CSIM has entered into a definitive agreement with BNY Mellon to acquire substantially alland unaffiliated sub-investment advisers, without obtaining shareholder approval. However, shareholder approval of the assetsproposed manager of managers arrangement is required before the Fund can rely on the SEC Relief because BNYM Adviser obtained the SEC Relief after the Fund commenced operations. The Fund has no current intention of proposing additional sub-investment advisers, but is seeking the flexibility to do so in the future, without the need to obtain shareholder approval.

After careful review, the Board of Directors (the "Board") of the CenterSquare Investment Management business,Company at an in-person meeting, including CenterSquare's sub-investment advisory relationship with the Fund (the "Transaction"), on or about January 2, 2018 (the "Effective Date").

As a resultmajority of the Transaction and on the Effective Date, there will be a "changeBoard members who are not "interested persons" (as that term is defined in control" of CenterSquare, which will effect an assignment and automatic termination of the current sub-investment advisory agreement (the "Current Sub-Advisory Agreement") between Dreyfus, on behalf of the Fund, and CenterSquare, pursuant to its terms and the applicable provisions of the Investment Company Act of 1940, as amended (the "1940 Act"). Under the 1940 Act, a new investment advisory agreement, including a sub-investment advisory agreement, with respect to a registered investment company generally requires approval by a majority of such investment company's outstanding voting securities before it can go into effect. Therefore, the Board of Directorsamended) of the Company (the "Board") has called the Special Meeting to seek shareholder approval of the New Sub-Advisory Agreement in order to ensure that CSIM can provide uninterrupted service as sub-adviser to the Fund, after the Transaction is completed.

There will be no increase in the advisory fee payable by the Fund to Dreyfus as a consequence of the Transaction and the sub-advisory fee payable by Dreyfus to CSIM under the New Sub-Advisory Agreement will be the same as that payable by Dreyfus to CenterSquare under the Current Sub-Advisory Agreement. The New Sub-Advisory Agreement is substantially similar in material respects to the Current Sub-Advisory Agreement and the Fund's investment strategy, management policies and portfolio managers will not change in connection with the implementation of the New Sub-Advisory Agreement.

After careful review, the Board has unanimously approved the New Sub-Advisory Agreement to take effect on the Effective Date,each proposal, subject to shareholder approval. The Board recommends that you read the enclosed materials carefully and then vote to approve the New Sub-Advisory Agreement.

each proposal.

Your vote is extremely important, no matter how large or small your Fund holdings.

By voting promptly, you can help avoid follow-up letters and calls.

To vote, you may use any of the following methods:

·By MailMail.. Please complete, date and sign the enclosed proxy card and mail it in the enclosed, postage-paid envelope.

·By InternetOver the Internet.. Have your proxy card available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website.

 

·By TelephoneTelephone.. Have your proxy card available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions.

·In PersonAt the Meeting.. Any shareholder who attends You will not be able to attend the meeting in person, but you may attend the meeting virtually and vote by ballot atover the Internet during the meeting.

The meeting will be conducted over the Internet in a virtual meeting format only. However, if it is determined that the meeting will be held in person, we will make an announcement in the manner discussed in the Notice of Special Meeting of Shareholders.

We encourage you to vote throughover the Internet or by telephone using the number that appears on your proxy card. If you later decide to attend the meeting virtually, you may revoke your proxy and vote your shares in person atover the Internet during the meeting. Whichever voting method you choose, please take the time to read the full text of the Proxy Statementproxy statement before you vote.

Your vote is very important to us. If you have any questions before you vote, please call 1-800-DREYFUS.

1-800-373-9387. Thank you for your response and for your continued investment with the Fund.

Sincerely,

David DiPetrillo

President
BNY Mellon Investment Funds V, Inc.

 Sincerely,
 
Bradley J. Skapyak
President
Dreyfus Premier Investment Funds, Inc.

 

dreyfus global real estate securities fundBNY MELLON INVESTMENT FUNDS V, INC.

BNY Mellon Large Cap Equity Fund

Notice of Special Meeting of Shareholders

To Be Held on December 20, 2017October 12, 2023

To the Shareholders:

A Special Meeting of Shareholders (the "Meeting") of Dreyfus Global Real Estate SecuritiesBNY Mellon Large Cap Equity Fund (the "Fund"), a series of Dreyfus PremierBNY Mellon Investment Funds V, Inc., will be held over the Internet in a virtual meeting format only on Thursday, October 12, 2023 at the offices of The Dreyfus Corporation ("Dreyfus")11:30 a.m., 200 Park Avenue, 7th Floor, New York, New York 10166, on Wednesday, December 20, 2017 at 10:00 a.m.,Eastern Time, for the following purposes:

1.To approve a new sub-investment advisory agreementSub-Investment Advisory Agreement between Dreyfus,the Fund's investment adviser, BNY Mellon Investment Adviser, Inc., on behalf of the Fund, and CSIMNewton Investment Management LLC; andNorth America, LLC.

2.To approve the implementation of a "manager of managers" arrangement whereby BNY Mellon Investment Adviser, Inc., subject to certain conditions, would be able to hire and replace sub-investment advisers to the Fund without obtaining shareholder approval.
3.To transact such other business as may properly come before the meeting,Meeting, or any adjournment(s)adjournments or postponements thereof.

The Meeting will be held in a virtual meeting format only. You will not be able to attend the Meeting in person, but you may participate over the Internet as described below. However, if it is determined that the Meeting will be held in person, we will make an announcement in the manner noted below.

Shareholders of record as of the close of business on November 15, 2017August 23, 2023 will be entitled to receive notice of and to vote at the meeting.Meeting.

To participate in the Meeting, you must request the Meeting credentials by completing the on-line registration form available at https://www.viewproxy.com/bnymellon/broadridgevsm. Please include your full name, your control number found on your enclosed proxy card and your email address. The Meeting will begin promptly at 11:30 a.m., Eastern Time, on Thursday, October 12, 2023. If you hold your shares through an intermediary, such as a bank or broker, you must first obtain a "legal proxy" from your intermediary with whom you hold your shares with, who will provide you with a newly-issued control number. The process for obtaining a legal proxy may take several days to complete, so please check with your intermediary. To register you will need to complete the on-line registration form available at https://www.viewproxy.com/bnymellon/broadridgevsm. Please include your full name, your newly issued control number and your email address. Requests for registration should be received no later than Wednesday, October 4, 2023. You will receive a confirmation email from broadridgevm@viewproxy.com upon completion of your registration and control number. You may vote before or during the Meeting using your control number at https://www.proxyvote.com.

PLEASE NOTE: If it is determined that the Meeting will be held in person, instead of virtually, an announcement of the change will be provided by means of a press release, which will be posted on our website https://im.bnymellon.com/us/en/individual/resources/proxy-materials.jsp. We encourage you to

 By Order of the Board of Directors,
 
Janette E. Farragher
Secretary

 

New York, New York
November 15, 2017

check the website prior to the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system.

By Order of the Board of Directors

James Bitetto
Secretary

New York, New York

August 23, 2023

 

WE NEED YOUR PROXY VOTE.

VOTE

A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT ISVITAL. BY LAW, THE MEETING OF SHAREHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM OF FUND SHARES ELIGIBLE TO VOTE IS REPRESENTED. IN THAT EVENT, THE FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD OR OTHERWISE VOTEPROMPTLY. PROMPTLY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.

 

 

 

dreyfus global real estate securities fundBNY MELLON LARGE CAP EQUITY FUND

PROXY STATEMENT

Special Meeting of Shareholders
to be held on Wednesday, December 20, 2017

Thursday, October 12, 2023

This Proxy Statement is furnished in connection with a solicitation of proxies by the Board of Directors (the "Board") of Dreyfus PremierBNY Mellon Investment Funds V, Inc. (the "Company"), on behalf of Dreyfus Global Real Estate SecuritiesBNY Mellon Large Cap Equity Fund (the "Fund"), a series of the Company, to be used at thea Special Meeting of Shareholders (the "Meeting") of the Fund to be held over the Internet in a virtual meeting format only on Wednesday, December 20, 2017Thursday, October 12, 2023 at 10:0011:30 a.m., at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th Floor, New York, New York 10166,Eastern Time, and at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders.

Shareholders of record as of the close of business on November 15, 2017August 23, 2023 are entitled to receive notice of and to vote at the Meeting. Shareholders will not be able to attend the Meeting in person, but may participate over the Internet as described in the Notice of Special Meeting of Shareholders.

Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held. Shareholders of the Fund will vote as a single class on the Proposal.

proposals. Fund shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. Unmarked but properly signed and dated proxy cards will be voted "FOR" the Proposal except as to broker non-votes as described under the heading "Voting Information—Proxies, Quorum and Voting at the Meeting."proposal. If the enclosed proxy card is executed and returned, or if you have voted by telephone or throughover the Internet, your vote nevertheless may be revoked after it is received by giving anothersending a written notice of revocation to the proxy tabulator at the address listed on the proxy card or by mail,mailing a duly executed proxy bearing a later date; you may also change your vote by mailing a duly executed proxy bearing a later date, by calling the toll-free telephone number listed under "To vote by Telephone" on the proxy card or throughover the Internet.Internet by going to the website listed on the proxy card and following the instructions on the website. To be effective, such revocation or vote change must be received before your prior proxy is exercised at the Meeting. If you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided. In addition, any shareholder who attends the Meeting in personvirtually may vote by ballot atover the Internet during the Meeting, thereby canceling any proxy previously given.

The approximate mailing dateIt is estimated that proxy materials will be mailed to shareholders of this Proxy Statement and the accompanying proxy card is November 22, 2017. To reduce expenses,record on or about September 6, 2023. Please note that only one copy of this Proxy Statement will be mailed to those addresses shared by two or more accounts. If you wish to revoke this arrangement and receive individual copies, you may do so at any time by writing to the address or calling the phone number set forth below. The Fund will begin sending you individual copies promptly after receiving your request.

The principal executive office of the Fund is located at 200 Park Avenue,240 Greenwich Street, 18th Floor, New York, New York 10166.10286. Copies of the Fund's most recent Annual Report to Shareholders and Semi-Annual Report to Shareholders are available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, visiting www.dreyfus.comwww.im.bnymellon.com or calling toll-free 1-800-DREYFUS.1-800-373-9387.

IMPORTANT NOTICE REGARDING INTERNETImportant Notice Regarding Internet
AVAILABILITY OF PROXY MATERIALSAvailability of Proxy Materials

THIS PROXY STATEMENT AND COPIES OFThis Proxy Statement and copies of THE FUND'S MOST RECENT
ANNUAL REPORTFund's most recent annual report to shareholders AND SEMI-ANNUAL Report TO SHAREHOLDERSREPORT to shareholders ARE AVAILABLE AT
https:available at
HTTPS://im.bnymellon.com/proxymaterialsIM.BNYMELLON.COM/US/EN/INDIVIDUAL/RESOURCES/PROXY-MATERIALS.JSP

 

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1 

 

PROPOSAl: approvalPROPOSAL 1
APPROVAL OF A SUB-INVESTMENT ADVISORY AGREEMENT

Introduction

Currently, the Fund's portfolio manager is a dual employee of a new sub-investment advisory agreemEnt

Introduction

CenterSquare Investment Management, Inc. ("CenterSquare"), the sub-adviser to the Fund, is currently an indirect, wholly-owned subsidiary of The Bank of New York Mellon Corporation ("BNY Mellon"), the parent company of Dreyfus, the Fund's investment adviser. CSIM Investment Management LLC ("CSIM"), a newly-formed entity owned by members of the existing management team ("Existing Management") of CenterSquare and funds affiliated with Lovell Minnick Partners LLC ("Lovell Minnick"), has entered into a definitive agreement withadviser, BNY Mellon to acquire substantially allInvestment Adviser, Inc. ("BNYM Adviser"), and BNY Mellon Wealth Management ("BNYM WM"), an affiliate of the assets of the CenterSquare Investment Management business, including CenterSquare's sub-investment advisory relationship withBNYM Adviser, and manages the Fund (the "Transaction").as an employee of BNYM Adviser. The Transaction is expected to close on or about January 2, 2018 (the "Effective Date").

As a result of the Transaction and on the Effective Date, there will be a "change in control" of CenterSquare, which will effect an assignment and automatic termination of the current sub-investment advisory agreement (the "Current Sub-Advisory Agreement") between Dreyfus, on behalfportfolio manager of the Fund has assumed a new role at BNYM WM and, CenterSquare, pursuant to its terms andin the applicable provisionsfuture, will no longer serve as a portfolio manager of the Fund. In response, Fund management proposes to leverage the investment capabilities of Newton Investment Company ActManagement North America, LLC ("NIMNA"), an affiliate of 1940, as amended (the "1940 Act"). UnderBNYM Adviser, by transitioning the 1940 Act, a new investment advisory agreement, including a sub-investment advisory agreement, with respect to a registered investment company generally requires approval by a majority of such investment company's outstanding voting securities before it can go into effect. Therefore, the Board has called the Meeting to seek shareholder approval of a new sub-investment advisory agreement (the "New Sub-Advisory Agreement") between Dreyfus, on behalfday-to-day management of the Fund to NIMNA and CSIM in order to ensure that CSIM can provide uninterrupted service as sub-adviser to the Fund after the Transaction is completed.

BNY Mellon announced the Transaction on September 20, 2017. At an in-person Board meeting held on October 13, 2017 (the "October Meeting"), the Board discussed the Transactionappointing new portfolio managers who are employees of NIMNA. Accordingly, BNYM Adviser recommended and Dreyfus recommended the approval of the New Sub-Advisory Agreement in connection with the automatic termination of the Current Sub-Advisory Agreement. At the October Meeting, the Board, including a majority of the Board members who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, Act)as amended (the "1940 Act")) of the Fund ("Independent Board Members"), unanimously approved a sub-investment advisory agreement (the "Sub-Advisory Agreement") between BNYM Adviser, with respect to the NewFund, and NIMNA. Under the 1940 Act, the Sub-Advisory Agreement andrequires approval by a majority of the engagementoutstanding voting securities (as defined in the 1940 Act) of CSIM as the Fund's sub-adviser, subjectFund before it can go into effect. Therefore, the Board has called the Meeting to seek shareholder approval.

approval of the Sub-Advisory Agreement.

There will be no increase in the advisorymanagement fee payable by the Fund to Dreyfus as a consequenceBNYM Adviser in connection with the implementation of the Transaction,Sub-Advisory Agreement and the sub-advisory fee payable by Dreyfus to CSIM under the New Sub-Advisory AgreementNIMNA will be the same as that payable by Dreyfus to CenterSquare underBNYM Adviser and not the Current Sub-Advisory Agreement.Fund. The New Sub-Advisory Agreement is substantially similar in material respects to the Current Sub-Advisory Agreement, and the Fund's investment strategy, management policies and portfolio managersobjective, which is to seek to provide long-term capital appreciation, will not change in connection with the implementation of the New Sub-Advisory Agreement. DreyfusHowever, in connection with the proposed engagement of NIMNA as sub-investment adviser and CSIM havethe appointment of new portfolio managers for the Fund, the Fund's investment strategy, process and approach would be modified, as described below, to align with those used by NIMNA and the proposed new portfolio managers for the Fund. Management of BNYM Adviser has represented to the Board that there willwould be no diminution in the nature, extent or quality of the services provided to the Fund in connection with the implementation of the New Sub-Advisory Agreement. If approved by shareholders at the NewMeeting, the Sub-Advisory Agreement and modifications to the Fund's investment strategy, process and approach will go into effect on the Effective Date.or about October 23, 2023.

The Transaction is not contingent on shareholder approvalIf shareholders of the New Sub-Advisory Agreement. If the Transaction is effected before shareholder approval of the New Sub-Advisory Agreement is obtained, the Board has approved an interim sub-investment advisory agreement (the "Interim Sub-Advisory Agreement") between Dreyfus, on behalf of the Fund and CSIM, and the Fund would continue to solicit shareholder approval of the New Sub-Advisory Agreement while the Interim Sub-Advisory Agreement is in place. If the Interim Sub-Advisory Agreement goes into effect, it would expire upon the earlier of 150 days after the Effective Date of the Transaction or upon shareholder approval of the New Sub-Advisory Agreement. If shareholders do not approve the New Sub-Advisory Agreement CSIM will not serve asfor the Fund, the proposed modifications to the Fund's sub-adviserinvestment strategy, process and approach would not be implemented and the Board willwould take such actions as it deems to be in the best interests of the Fund, which may include resubmitting the New Sub-Advisory Agreement to shareholders for approval or making other sub-advisoryportfolio management arrangements for the Fund.

2

Information About Dreyfus, CenterSquareBNYM Adviser, NIMNA and CSIM

the Proposed Modifications to the Fund's Investment Strategy, Process and Approach

DreyfusBNYM Adviser

Dreyfus,BNY Mellon Investment Adviser, Inc., located at 200 Park Avenue,240 Greenwich Street, New York, New York 10166,10286, serves as investment adviser to the Fund, subject to the supervision of the Board. Founded in 1947, DreyfusBNYM Adviser manages approximately $264$323 billion in 152106 mutual fund portfolios. Dreyfus, a wholly-owned subsidiaryportfolios as of BNY Mellon,June 30, 2022. BNYM Adviser is the primary mutual fund business of The Bank of New York Mellon Corporation ("BNY Mellon,Mellon"), a global financial servicesinvestments company focused ondedicated to helping its clients manage and service their financial assets operatingthroughout the investment lifecycle. Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment management and

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investment services in 35 countries and serving more than 100 markets.countries. BNY Mellon is a leading investment management and investment services company, uniquely focused to help clients manage and move their financial assets in the rapidly changing global marketplace. BNY Mellon has $31.1$46.6 trillion in assets under custody and administration and $1.8$1.9 trillion in assets under management. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation. BNY Mellon Investment Management is one of the world's leading investment management organizations, and one of the top U.S. wealth managers, encompassing BNY Mellon's affiliated investment management firms, wealth management services and global distribution companies. Additional information is available atwww.bnymellon.com. www.bnymellon.com.

DreyfusBNYM Adviser provides management services to the Fund pursuant to thea management agreement (the "Management Agreement") between the Company, on behalf of the Fund, and Dreyfus,BNYM Adviser, dated AugustApril 24, 1994, revised March 18, 2008 to include the Fund, and amended as of June 28, 2012.3, 2019 (the "Management Agreement"). Pursuant to the Management Agreement, and subject to the supervision and approval of the Board, DreyfusBNYM Adviser provides investment management of the Fund's portfolio in accordance with the Fund's investment objective and policies as stated in the Fund's prospectus and statement of additional information as from time to time in effect. In addition, BNYM Adviser is responsible for the provision of administrative services to the Fund pursuant to the Management Agreement, including: (i) data processing, clerical, accounting and bookkeeping services; (ii) internal auditing, legal and compliance services, internal executive and administrative services, and stationary and office supplies; (iii) preparing reports to the Fund's shareholders, tax returns, reports to and filings with the Securities and Exchange Commission (the "SEC") and state Blue Sky authorities; (iv) calculation of the net asset value of the Fund's shares; and (v) general assistance in all aspects of the Fund's operations. The Management Agreement permits DreyfusBNYM Adviser to enter into sub-investment advisory agreements with one or more sub-advisers.

The Management Agreement is subject to annual approval by (i) the Board or (ii) vote of a majority of the Independent Board Members, by vote cast in person at a meeting called for the purpose of voting on such approval. The Management Agreement is terminable without penalty, on not more than 60 days' notice, by the Board or by vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or, on not less than 90 days' notice, by BNYM Adviser. The Management Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

The Management Agreement was last approved by the Board for a one-year continuance at a meeting held on March 9-10, 2017 (the "March Meeting"),15, 2023, and by the Fund's shareholders on March 18, 2008.sole shareholder in connection with the Fund's commencement of operations. A discussion regarding the basis for the Board's approval of the continuance of the Management Agreement is available in the Fund's Semi-Annual Reportsemi-annual report for the six-monthssix-month period ended AprilJune 30, 2017.

2023. The Fund has agreed to pay DreyfusBNYM Adviser a management fee at an annual rate of 0.95%0.70% of the value of the Fund's average daily net assets. DreyfusFor the Fund's fiscal year ended December 31, 2022, the Fund paid BNYM Adviser $5,017,218 pursuant to the Management Agreement. BNYM Adviser has contractually agreed, until MarchMay 1, 2018,2024, to waive receipt of its fees and/or assume the direct expenses of the Fund so that the annualdirect expenses of none of the Fund's Class A, C, I and Y sharesshare classes (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.05%0.75%. For the Fund's fiscal year ended October 31, 2016, the Fund paid Dreyfus $7,255,385 pursuant to the Management Agreement,On or after fee waivers and/orMay 1, 2024, BNYM Adviser may terminate this expense reimbursements.

limitation agreement at any time.

CenterSquare and CSIMNIMNA

CenterSquare, headquartered in Plymouth Meeting, Pennsylvania,Newton Investment Management North America, LLC, an affiliate of BNYM Adviser, has been approved by the Board, subject to shareholder approval, to serve as the sub-investment adviser for the Fund. NIMNA is an investment manager specializing in actively managed real estate and infrastructure strategies. CenterSquare or its predecessor has served as the Fund's sub-adviser since the inception of the Fund's predecessor fund in December 2006. CenterSquare Investment Management Holdings, Inc., aindirect, wholly-owned subsidiary of BNY Mellon, andregistered in the parent companyUnited States with the SEC as an investment adviser. NIMNA's principal office is located at BNY Mellon Center, 201 Washington Street, Boston, Massachusetts 02108. Founded in 2021, NIMNA is part of CenterSquare, was founded in 1987 and has assets under managementthe group of approximately $9.5 billion as of August 31, 2017.affiliated companies

 

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 3
 

 

Asthat individually or collectively provide investment advisory services under the brand "Newton" or "Newton Investment Management". Such brand currently includes NIMNA and Newton Investment Management Limited ("Newton Limited"). NIMNA and Newton Limited currently serve as sub-adviser to many equity funds advised by BNYM Adviser. NIMNA and Newton Limited have entered into a delegation arrangement (the "Delegation Arrangement") with respect to such funds, which allows the Fund, CenterSquare, subjectentity named as the specific fund's sub-adviser to Dreyfus' supervision, providesuse the investment advisory assistancepersonnel, resources and research andcapabilities (the "Investment Delegation Services") available at the other entity in providing the day-to-day management of the Fund'sfund's investments. In selecting investmentsThe Board approved the Delegation Arrangement for the Fund's portfolio, CenterSquare uses a proprietary approachFund, which would allow NIMNA to quantify investment opportunities from both a real estate and stock perspective. Generally, CenterSquare combines top-down real estate research and its relative value model securities valuation process. In conducting its bottom-up research, CenterSquare engages in an active analysis process that includes regular and direct contact withuse the companies in the Fund's investable universe. These research efforts are supported with extensive sell side and independent research. Through the useInvestment Delegation Services of the proprietary relative value model, CenterSquare seeks to establish the validity of the price of a security relative to its peers by providing statistically significant solutions to business- and management-related uncertainties, such as the impact on value of leverage, growth rate, market capitalization and property type.

Dreyfus has agreed to pay CenterSquare under the Current Sub-Advisory Agreement a sub-investment advisory fee at an annual rate of 0.46% of the value of the Fund's average daily net assets. For the Fund's fiscal year ended October 31, 2016, Dreyfus paid CenterSquare $3,492,844 pursuant to the Current Sub-Advisory Agreement, after fee waivers and/or expense reimbursements. The Current Sub-Advisory Agreement was originally entered into on March 18, 2008 between Dreyfus, on behalf ofNewton Limited for the Fund, and CenterSquare's predecessor. The Current Sub-Advisory Agreement was most recently reapproved byif the Board for a one-year continuance at the March Meeting. A discussion regarding the basis for the Board's approval of the continuance of the Current Sub-Advisory Agreement is availableapproved by shareholders. Newton Limited would be subject to the supervision of NIMNA and BNYM Adviser. Newton Limited is authorized and regulated in the Fund's Semi-Annual Report forUnited Kingdom by the six-months ended AprilFinancial Conduct Authority and is registered as an investment adviser with the SEC. Newton Limited, located at 160 Queen Victoria Street, London, EC4V, 4LA, England, was formed in 1978 and became a subsidiary of BNY Mellon on July 23, 1998. As of June 30, 2017.2023, Newton Investment Management managed approximately $110.5 billion in discretionary separate accounts and other investment accounts, of which NIMNA managed approximately $60.8 billion.

E. Todd Briddell and Dean Frankel are the Fund's co-primary portfolio managers. Mr. Briddell has servedNIMNA currently serves as a co-primary portfolio manager of the Fund since June 2013. Mr. Frankel has served as a co-primary portfolio manager of the Fund (or its predecessor fund) since December 2006. Mr. Briddell currently is the Chief Executive Officer and Chief Investment Officer of CenterSquare, which he joined in 1993. Mr. Frankel is currently the Global Head of Real Estate Securities for CenterSquare. He joined CenterSquare in 1997 and has managed assets since 1999. Messrs. Briddell and Frankel will continue to serve as the Fund's co-primary portfolio managers following the Transaction as employees of CSIM, subject to shareholder approval of the New Sub-Advisory Agreement.

CenterSquare does not currently serve, and it is not anticipated that CSIM will serve following the Transaction, asinvestment adviser or sub-adviser to anythe following registered investment companies which have a similar investment objective and similar investment management policies as the Fund.Fund:


Name of Investment Company
Net Assets
(as of 6/30/23)

Advisory Fee Rate
BNY Mellon Large Cap Securities Fund, Inc.
$1,755M

0.65%*
BNY Mellon Equity Income Fund$905M0.70%

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* BNY Mellon Large Cap Securities Fund, Inc. has agreed to pay an advisory fee at the annual rate of 0.65% of the value of its average daily net assets up to $1.5 billion, 0.625% of the next $500 million of such assets, 0.60% of the next $500 million of such assets and 0.55% of the value of its average daily net assets in excess of $2.5 billion.

The names and principal occupations of the principal executive officers of CenterSquareNIMNA are: E. Todd Briddell,Michael Germano, Chief ExecutiveOperating Officer & Head of Newton Investment Management North America; and John Porter, Chief Investment Officer; Scott Crowe, Chief Investment Strategist; Frank J. Ferro, General Counsel; Joseph Law, Chief Financial Officer, and Chief Compliance Officer; David Rabin, Managing Director of Private Real Estate; Scott Maguire, Managing Director and Global Head of Client Service and Marketing; and Dean Frankel, Global Head of Real Estate Securities.

CSIM,630 West Germantown Pike,Suite300, Plymouth Meeting, Pennsylvania 19462, is a newly-formed entity, which will be owned by Existing Management and funds affiliated with Lovell Minnick as of the Effective Date. Pursuant to the Transaction, CSIM will acquire substantially all of the assets of the CenterSquare Investment Management business as of the Effective Date. It is currently contemplated that all of CenterSquare's approximately 70 employees will continue in their roles as employees of CSIM upon completion of the Transaction. CSIM has no current plans to change the manner in which investments are selected for the Fund's portfolio.

4

Lovell Minnick, 150 N. Radnor Chester Road, Suite A200, Radnor,Pennsylvania 19087, is an independent investment firm providing buyout and growth capital to developing companies in the global financial services industry. Lovell Minnick has in-depth asset management industry knowledge and broad operating experience. Lovell Minnick has invested in over twenty asset managers since its inception and its portfolio companies have managed assets in a variety of formats including open-end and closed-end registered investment companies, institutional separate accounts, UCITS, wrap programs, hedge funds and other investment vehicles.

The names and principal occupations of the individuals anticipated to serve as the principal executive officers of CSIM, as of the Effective Date, are: E. Todd Briddell, Chief Executive Officer and Chief Investment Officer; Scott Crowe, Chief Investment Strategist; Frank J. Ferro, General Counsel; Joseph Law, Chief Financial Officer and Chief Compliance Officer; David Rabin, Managing Director of Private Real Estate; Scott Maguire, Managing Director and Global Head of Client Service and Marketing; and Dean Frankel, Global Head of Real Estate Securities.

Equity.

None of the Company's Board members has, or has had, any material interest in, or a material interest in a material transaction or proposed transaction with CenterSquare, Lovell Minnick or CSIMNewton Investment Management since the beginning of the Fund's most recently completed fiscal year.

Information About the Proposed Modifications to the Fund's Investment Strategy, Process and Approach

NewThe current portfolio manager of the Fund has assumed a new role at BNYM WM and, in the future, will no longer serve as a portfolio manager of the Fund. If the Sub-Advisory Agreement is approved by shareholders, John Bailer, Brian C. Ferguson, Keith Howell, John R. Porter III, Karen Behr and Peter Goslin (collectively, the "New Primary Portfolio Managers") would be appointed as the Fund's primary portfolio managers. The New Primary Portfolio Managers are employees of NIMNA and would manage the Fund's assets in that capacity. Consistent with the appointment of NIMNA as the Fund's sub-adviser and the New Primary Portfolio Managers as the Fund's primary portfolio managers, the Fund's investment strategy,

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process and approach would be modified to align with those used by NIMNA and the New Primary Portfolio Managers.

As proposed to be modified, the Fund would provide investment exposure to the Equity Income Strategy and the Growth Strategy employed by NIMNA. The Equity Income Strategy focuses on dividend-paying stocks and other investments that provide income and emphasizes those stocks with value characteristics. The Growth Strategy focuses on stocks of companies that are experiencing or are expected to experience rapid earnings or revenue growth. The Fund's portfolio manager who would be responsible for portfolio construction will use a collaborative process, engaging with the portfolio managers who would be responsible for the Equity Income Strategy and the Growth Strategy to select the best opportunities from the companies identified and recommended from the strategies. Although there would be no target or limitation on the amount of Fund assets to be allocated to stocks of companies included in either investment strategy, the Fund typically would invest in stocks selected from both the Equity Income Strategy and the Growth Strategy.

The proposed modifications do not require shareholder approval, but will not be implemented unless Fund shareholders approve the Sub-Advisory Agreement. The Fund's investment objective, which is to seek to provide long-term capital appreciation, will not change in connection with the implementation of the Sub-Advisory Agreement. It is anticipated that approximately 47% of the portfolio securities currently held by the Fund would be sold to implement the proposed modifications to the Fund's investment strategy, process and approach. NIMNA has advised the Board that it will seek to implement the proposed modifications in an orderly manner, taking into account such factors as market conditions, portfolio transaction costs and the potential tax implications to Fund shareholders, consistent with its obligation to achieve best execution of portfolio trades. Based on current assumptions, management estimates that the portfolio transaction costs in connection with implementing the proposed modifications for the Fund are expected to amount to approximately $53,600 to $80,400 (approximately 0.02% of the Fund's net assets (based on the high-end estimate)). The tax impact of the sale of such portfolio securities will depend on the difference between the price at which such securities are sold and the Fund's tax basis in such securities. Based on the above assumption, management currently estimates that, as of June 15, 2023, the Fund would recognize approximately $36 million in realized capital gains (approximately $1.50 per share or 7.8% of the net asset value per share). The amount of the Fund's portfolio securities that may ultimately be sold by the Fund, as well as the related transaction costs and tax impact associated with such sales, will be dependent upon market conditions and portfolio holdings at the time the Fund's portfolio is repositioned and may be higher or lower than the amounts stated above.

If the Sub-Advisory Agreement is approved by shareholders, the modifications referenced above will take effect on or about October 23, 2023.

Sub-Advisory Agreement with NIMNA

The following discussion is a description of the material terms of the New Sub-Advisory Agreement and is qualified in its entirety by reference to theAgreement. The form of the New Sub-Advisory Agreement is attached as Exhibit A to this Proxy Statement.

The New Sub-Advisory Agreement was approved by the Board, including a majority of the Independent Board Members, at the October Meeting,an in-person Board meeting held on July 25, 2023 (the "July Meeting"), which was called, among other reasons, for the purpose of approving the New Sub-Advisory Agreement. If approved by Fund shareholders, the New Sub-Advisory Agreement will become effective on October 23, 2023 and will continue until March 30, 2018,2024, and thereafter is subject to annual approval by the Board, including a majority of the Independent Board Members.

The New BNYM Adviser has agreed to pay NIMNA under the Sub-Advisory Agreement is substantially similar in material respects to the Current Sub-Advisory Agreement. CSIM, subject to Dreyfus' supervision, would provide investmenta sub-investment advisory assistance and research and the day-to-day managementfee at an annual rate of the Fund's investments. The annual fee payable to CSIM by Dreyfus under the New Sub-Advisory Agreement is 0.46%0.336% of the value of the Fund's average daily net assets, which isassets.

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Pursuant to the same as the fee that is payable to CenterSquare under the Current Sub-Advisory Agreement, and the scope of services that CSIM is required to provide in managing the Fund's portfolio pursuant to the New Sub-Advisory Agreement is the same as the scope of services provided by CenterSquare in managing the Fund's portfolio pursuant to the Current Sub-Advisory Agreement.

As is the case under the Current Sub-Advisory Agreement with CenterSquare, the New Sub-Advisory Agreement provides that,NIMNA, subject to the supervision and approval of DreyfusBNYM Adviser and the Board, CSIM will provide investmentthe day-to-day management toof the Fund's assets allocated to it by Dreyfus. CSIM,investments. NIMNA, among other duties, will obtain and provide investment research and supervise the Fund's investments and will conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets, including the placing of portfolio transactions for execution with either the issuer directly or with any broker or dealer, foreign currency dealer, futures commission merchant, counterparty or other entities. CSIMNIMNA also will perform certain other administrative and compliance-related functions in connection with the management of the Fund's assets. In addition, proxies of companies whose shares are held by the Fund will be voted by NIMNA pursuant to proxy voting procedures approved by BNYM Adviser. In accordance with the New Sub-Advisory Agreement and procedures adopted by the Board, CSIMNIMNA may effect Fund portfolio transactions through a broker affiliated with the Fund, Dreyfus,BNYM Adviser, the Fund's principal underwriter or CSIM,NIMNA, and the affiliated broker may receive brokerage commissions in connection therewith as permitted by applicable law.

5

The New Sub-Advisory Agreement provides as doesthat NIMNA shall exercise its best judgment in rendering the Currentservices to be provided pursuant to the Sub-Advisory Agreement. The Sub-Advisory Agreement with respect to CenterSquare,provides that CSIMNIMNA will not be liable for any error of judgment or mistake of law or for any loss suffered by the Company, the Fund, the Fund's shareholdersCompany or Dreyfus,BNYM Adviser, except by reason of willful misfeasance, bad faith or gross negligence in the performance of CSIM'sNIMNA's duties, or by reason of CSIM'sNIMNA's reckless disregard of its obligations and duties, under the New Sub-Advisory Agreement. In addition, the New

The Sub-Advisory Agreement provides that CSIM indemnify and hold harmless Dreyfus, the Company and the Fund, and that Dreyfus indemnify and hold harmless CSIM, against certain losses, claims, damages, liabilities or litigation.

CSIMNIMNA will be compensated by DreyfusBNYM Adviser from the management fee that DreyfusBNYM Adviser receives from the Fund. There will be no increase in the advisorymanagement fee paid by the Fund to DreyfusBNYM Adviser as a consequence of the implementation of the New Sub-Advisory Agreement. CSIMNIMNA generally will bear all expenses incurred by it in connection with the performance of its services under the New Sub-Advisory Agreement. All other expenses to be incurred in the operation of the Fund (other than those borne by Dreyfus)BNYM Adviser) will be borne by the Fund.

The New Sub-Advisory Agreement is subject to annual approval by the Board, including a majority of the Independent Board Members. The New Sub-Advisory Agreement is terminable without penalty by: (i) DreyfusBNYM Adviser on not more than 60 days' notice to CSIM;NIMNA; (ii) the Board or by vote of the holders of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act) of the Fund on not more than 60 days' notice to CSIM;NIMNA; or (iii) CSIMNIMNA on not less than 90 days' notice to the CompanyFund and Dreyfus.BNYM Adviser. The New Sub-Advisory Agreement provides that it will terminate automatically in the event of its "assignment" as such term is defined under the 1940 Act or the Investment Advisers Act of 1940, as amended. In addition, the New Sub-Advisory Agreement provides that it will terminate if the Management Agreement terminates for any reason.

Interim Sub-Advisory Agreement

As the Transaction is not contingent on shareholder approval of the New Sub-Advisory Agreement, it is possible that the Transaction could occur prior to shareholder approval of the New Sub-Advisory Agreement, which would leave the Fund without a sub-adviser. To ensure that the Fund is provided with uninterrupted investment advisory services after the Effective Date, the Board approved at the October Meeting the Interim Sub-Advisory Agreement, which will become effective only if the Current Sub-Advisory Agreement terminates as of the Effective Date without shareholder approval of the New Sub-Advisory Agreement. There are no material differences between the Current Sub-Advisory Agreement and the Interim Sub-Advisory Agreement, except for the term and termination provisions. In addition, the Interim Sub-Advisory Agreement contains provisions required by Rule 15a-4 under the 1940 Act, which state that the fee payable by Dreyfus to CSIM must be paid into an interest-bearing escrow account with the Fund's custodian or a bank for the period during which the Interim Sub-Advisory Agreement is in effect. In accordance with the requirements of Rule 15a-4, the Interim Sub-Advisory Agreement has a maximum term of 150 days from the Effective Date. The New Sub-Advisory Agreement will replace the Interim Sub-Advisory Agreement if it is approved by shareholders. In the event that any Interim Sub-Advisory Agreement goes into effect, the Fund would continue to solicit shareholder approval of the New Sub-Advisory Agreement.

6

Considerations of the Board

At the OctoberJuly Meeting, BNYM Adviser recommended the Board, including the Independent Board Members, discussed and approved the New Sub-Advisory Agreement between Dreyfus, on behalfappointment of the Fund, and CSIM, pursuantNIMNA to which CSIM would continue to provide day-to-day management ofserve as the Fund's portfolio,sub-investment adviser. The recommendation of NIMNA was based on, among other information, BNYM Adviser's review and agreedmaterials relating to recommend that shareholdersNIMNA and its investment advisory services. In the opinion of BNYM Adviser, the Fund approveappointment of NIMNA to serve as the New Sub-Advisory Agreement. The Board, including the Independent Board Members, also discussed and approved the Interim Sub-Advisory Agreement for the Fund thatFund's sub-adviser would go into effect for a limited period of time if the New Sub-Advisory Agreement was not approved by shareholders prior to the closing of the Transaction. The Board, including the Independent Board Members, concluded that approval of these agreements wasbe in the best interests of the Fund and itsFund's shareholders.

The Current Sub-Advisory Agreement was most recently reapproved byAt the July Meeting, the Board, at the March Meeting. At the March Meeting,including a majority of the Independent Board Members, requestedconsidered and received information from Dreyfus and CenterSquare they deemed reasonably necessary for their review ofapproved the Current Sub-Advisory Agreement andAgreement. In determining whether to approve the performance and services provided by CenterSquare. The information received by the Board included information related to the fees paid by the Fund to Dreyfus and by Dreyfus to CenterSquare and the profitability of Dreyfus with respect to the Fund, among other items, in accordance with Section 15(c) of the 1940 Act. Management believed that there were no material changes to the information presented at the March Meeting relevant to the Board's consideration of the New Sub-Advisory Agreement, other than the information about CSIM and the Transaction. Based on management's representations that the Transaction was not expected to have a material impact on the nature, extent or quality of the investment advisory services that CenterSquare currently provides to the Fund, the persons responsible for portfolio management of the Fund under CSIM were anticipated to remain the same and that the terms of the New Sub-Advisory Agreement were substantially similar in material respects to the Current Sub-Advisory Agreement, the Board considered the materials prepared by BNYM Adviser and NIMNA and other information presented to them as partreceived in advance of the annual agreement reviewJuly Meeting, which included: (i) a copy of a form of the Sub-Advisory Agreement between BNYM Adviser and NIMNA; (ii) information regarding the process at the March Meeting, as well as information about CenterSquare, CSIM and the Transaction received at the October Meeting.by

 

In connection with-6-

which BNYM Adviser selected and recommended NIMNA for Board approval; (iii) information regarding the October Meetingnature, extent and in accordance with Section 15(c)quality of the 1940 Act, the Board requested, and Dreyfus, CenterSquare and CSIM provided, materials relatingservices NIMNA would provide to the Transaction, CenterSquare, CSIM and Lovell Minnick in connection with the Board's consideration of whether to approve the New Sub-Advisory Agreement. This included a description of the Transaction and its anticipated effects on CenterSquare and CSIM as well asFund; (iv) information regarding Lovell Minnick and itsNIMNA's reputation, investment management business, activities, personnel, and affiliates. The Board noted thatoperations; (v) information regarding NIMNA's brokerage and trading policies and practices; (vi) information regarding the services provided under the New Sub-Advisory Agreement willlevel of sub-investment advisory fee to be substantially identical to those provided under the Current Sub-Advisory Agreement. In addition, the sub-advisorycharged by NIMNA; (vii) fee under the New Sub-Advisory Agreement will remain the same as the sub-advisory fee under the Current Sub-Advisory Agreement. Existing Management represented that under the New Sub-Advisory Agreement there would be no diminution in services providedinformation for other investment products managed by CSIMNIMNA with investment mandates similar to the Fund or changes inFund's proposed investment mandate; (viii) information regarding NIMNA's historical performance returns managing investment mandates similar to the fee payable by DreyfusFund's proposed investment mandate, with such performance compared to CSIM as a result of the Transaction.relevant unmanaged indices; and (ix) information regarding NIMNA's compliance program. The Board also considered the substance of discussions with representatives of DreyfusBNYM Adviser and CenterSquareNIMNA at the March Meeting and representatives of CSIM and Lovell Minnick at the OctoberJuly Meeting. Additionally, the Board reviewed materials supplied by counsel that were prepared for use by the Board in fulfilling its duties under state law and the 1940 Act.

In voting to approve the New Sub-Advisory Agreement, the Board considered whether the approval of the New Sub-Advisory Agreement would be in the best interests of the Fund and its shareholders, an evaluation based on several factors including those discussed below. The Independent Board Members were represented by legal counsel that is independent of CenterSquareBNYM Adviser and CSIMNIMNA in connection with their consideration of approval of the New Sub-Advisory Agreement and the Interim Sub-Advisory Agreement. The factors discussed below were also considered by the Independent Board Members in executive sessionssession during which such independent legal counsel provided guidance and a written description to the Independent Board Members of their statutory responsibilities and the legal standards that are applicable to the approval of investment advisory and sub-investment advisory agreements. Based on their discussions and considerations including those described below, the Board, including a majority of the Independent Board Members, approved the Interim Sub-Advisory Agreement for the Fund that would go into effect for a limited period of time if the New Sub-Advisory Agreement, was not approved by shareholders priorsubject to the closing of the Transaction and the New Sub-Advisory Agreement to be effective as of the Effective Date.shareholder approval. It is currently anticipated that the New Sub-Advisory Agreement, if approved by shareholders, will be reviewed by the Board as part of its annual review of advisory arrangements for the Fund in the first quarter of 2018.

7

2024.

Nature, Extent and Quality of Services to be Provided under the New Sub-Advisory Agreement. At the March Meeting, the Board received and considered information regardingIn examining the nature, extent and quality of services provided to the Fund by CenterSquare under the Current Sub-Advisory Agreement. The Board noted information received at regular meetings throughout the year related to the services rendered by CenterSquare to the Fund, including the scope and quality of the investment management and other capabilities of CenterSquare.

At the October Meeting, the Board received and considered information regarding the fact that the nature, extent and quality of services to be provided by NIMNA to the Fund by CSIM under the New Sub-Advisory Agreement, would not changethe Board considered (i) NIMNA's organization, history, reputation, qualification and background, as a resultwell as the qualifications of its personnel; (ii) NIMNA's expertise in providing portfolio management services to other similar investment portfolios and the Transaction.performance history of those portfolios; (iii) NIMNA's proposed investment strategy for the Fund; and (iv) NIMNA's compliance program. The Board members discussed with management the portfolio management strategies of the Fund's portfolio managersspecifically took into account NIMNA's investment strategy, process and noted that there were currently no long-term or short-term plans to make changes to the management or investment policies, strategies or objective of the Fund as a result of the Transaction. The Board members considered the specific responsibilities in all aspects of the day-to-day management of the Fund by CenterSquare,approach and the fact that the persons responsible for portfolio management under CSIM were anticipated to remain the same. The Board also considered that the division of responsibilities between Dreyfusresearch resources and CSIM would remain the same as it is currently with CenterSquare. The Board members also considered the financial resources that will be available to CSIM. The Company's Chief Compliance Officer discussed the compliance infrastructure of the Fund following the Transaction.capabilities. The Board also discussed the acceptability of the terms of the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement.

The Board also considered the review process undertaken by BNYM Adviser, and BNYM Adviser's favorable assessment of the nature, extent and quality of the sub-investment advisory services expected to be provided to the Fund by NIMNA. The Board concluded that the Fund will continue to benefit from the quality and experience of CenterSquare'sNIMNA's investment professionals, that will continue to provide services toincluding the Fund after the Transaction as employees of CSIM.New Primary Portfolio Managers. Based on its consideration and review of the foregoing information, the Board concluded that it was satisfied with the nature, extent and quality of the sub-investment advisory services expected to be provided by CSIM.

Fund Investment Performance. The Board members consideredNIMNA were adequate and appropriate in light of NIMNA's experience in managing equity assets pursuant to the investment performance of CenterSquareEquity Income Strategy and the Growth Strategy, NIMNA's portfolio management and research resources to be applied in managing the Fund's portfolio, and BNYM Adviser's recommendation to engage NIMNA, and supported a decision to approve the Sub-Advisory Agreement.

Investment Performance of NIMNA. Because NIMNA would be a new sub-investment adviser for the Fund, the Board could not consider NIMNA's investment performance in managing the Fund as a factor in evaluating the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement during the OctoberJuly Meeting. At the March Meeting,However, the Board reviewed reports prepared by Broadridge Financial Solutions, Inc. ("Broadridge"),did review NIMNA's historical performance record in managing other portfolios that use an independent provider of investment company data, which included information comparing strategy, process and approach that are comparable to those proposed for the Fund's performance with the performance of a group of comparable funds (the "Performance Group") and with a broader group of funds (the "Performance Universe"), all for various periods ended January 31, 2017.Fund. The Board also discussed with representatives of Dreyfus and CenterSquare the results of the comparisons and considered that the Fund's total return performance was above the Performance Group median for all periods except for the two- and five-year periods when it was below the median, and the Fund's performance was above the Performance Universe median for all periods except for the five-year period when it was slightly below the median. Dreyfus had also provided a comparison of the Fund's calendar year total returns to the returns of the Fund's benchmark index. At the October Meeting, the Board referred to additional information on Fund performance for various periods ended September 30, 2017, which showed that the Fund's total return performance continued to be competitive for the periods reviewed. Based on its review, the Board concluded that it was generally satisfied with Fund's historical performance under CenterSquare's management.

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 8
 

 

The Board members discussed with representatives of DreyfusBNYM Adviser and CSIM thatNIMNA the investment strategies proposed to be employed by CSIMNIMNA in the management ofmanaging the Fund's assets are currently expected to remain the same after the Transaction and under the New Sub-Advisory Agreement.assets. The Board also considerednoted NIMNA's reputation and experience, each portfolio manager's experience in selecting securities for the fact thatEquity Income Strategy and the persons responsible for portfolio management of the Fund at CenterSquare would remain the same following the Transaction as employees of CSIM.Growth Strategy, respectively, and BNYM Adviser's experience and reputation in selecting, evaluating, and overseeing investment managers. Based on its consideration and review ofthese factors, the foregoing, the Board concluded that these factors supported a decision to approve the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement.

Sub-Advisory Fee and Expense RatioCosts of Services to be Provided. The Board considered the proposed fee payable under the New Sub-Advisory Agreement, noting that the proposed fee would be paid by DreyfusBNYM Adviser, and not the Fund, and, thus, would not impact the fees paid by the Fund. At the March Meeting, the Board reviewed and considered the contractual management fee payable by the Fund to Dreyfus pursuant to the Management Agreement and the contractual sub-investment advisory fee payable by Dreyfus to CenterSquare pursuant to the Current Sub-Advisory Agreement, which is identical to that payable under the New Sub-Advisory Agreement, and the sub-investment advisory services provided by CenterSquare. In addition, because of Dreyfus' fee waiver and/or expense reimbursement arrangement that was in effect for the Fund, which reduced the management fee paid to Dreyfus, the Board also reviewed and considered the actual management fee rate (after taking into account waivers and reimbursements). The Board considered the proposed fee payable to CenterSquareNIMNA under the Sub-Advisory Agreement in relation to the fee paid to DreyfusBNYM Adviser by the Fund and the respective services provided by CenterSquareNIMNA and Dreyfus.

At the March Meeting, the Board reviewed reports prepared by Broadridge which included information comparing the Fund's actual and contractual management fees and total expenses with those of a group of comparable funds (the "Expense Group") and with a broader group of funds (the "Expense Universe"), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis.BNYM Adviser. The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board notedconcluded that the Fund's contractual managementproposed fee payable to NIMNA as sub-investment adviser was above the Expense Group median, the Fund's actual management fee was the lowest in the Expense Groupreasonable and Expense Universe and the Fund's total expenses were below the Expense Group and Expense Universe medians.

At the October Meeting, the Board noted that the contractual management fee will remain the same, that Dreyfus had committed to continue the current fee waiver and/or expense reimbursement arrangement until at least March 1, 2018, and that the terms of the current fee waiver and expense reimbursement arrangement will not change as a result of the Transaction.

appropriate.

Profitability and Economies of Scale to be Realized.. The Board recognized that, because CSIM'sNIMNA's fee would be paid by Dreyfus,BNYM Adviser, and not the Fund, an analysis of profitability was more appropriate in the context of the Board's consideration of the Management Agreement. Accordingly, at the March Meeting, the Board received and considered a profitability analysis of Dreyfus and its affiliates in providing services to the Fund. Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and its affiliates and the resulting profitability percentage for managing the Fund and the aggregate profitability percentage to Dreyfus and its affiliates for managing the funds in the Dreyfus fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus. The Board also considered the expense limitation arrangement and its effect on the profitability of Dreyfus and its affiliates.

9

At the October Meeting, the Board noted that the fee payable to CenterSquare by Dreyfus under the Current Sub-Advisory Agreement was the same as that payable under the New Sub-Advisory Agreement and, thus, no material impact to Dreyfus' profitability with respect to the Fund is expected as a result of the Transaction. Therefore, the Board determined that Dreyfus' expected profitability should not be excessive in light of the nature, extent and quality of the services to be provided to the Fund after the Transaction. Consideration of profitability with respect to CSIM was not relevant to the Board's determination to approve the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement.

Economies of Scale. The Board recognized that, as is the case with CenterSquare, because CSIM's fee would be paid by Dreyfus, and not the Fund, an analysis of economies of scale was more appropriate in the context of the Board's consideration of the Management Agreement. Accordingly, at the March Meeting, the Boarddiscussed any economiesconsiderations of scale or other efficiencies that may result from increases in the Fund's assets. The Board noted that there are various ways to share potentialprofitability and economies of scale with Fund shareholders and that it appeared that the benefits of any economies of scale would be appropriately shared with shareholders.

At the October Meeting, the Board noted that no material impactrespect to the analysis of economies of scale is expected as a result of the Transaction. Therefore, consideration of economies of scale wasNIMNA were not relevant to the Board's determination to approve the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement.

Other Benefits to CenterSquareNIMNA. The Board also considered whether there were any ancillary benefits that may accrue to NIMNA as a result of NIMNA's relationship with the Fund. The Board concluded that NIMNA may direct Fund brokerage transactions to certain brokers to obtain research and CSIM. Atother services. However, the March Meeting, the Board considered potential benefits to Dreyfus and CenterSquare from acting as investment adviser and sub-investment adviser, respectively, and took into consideration the soft dollar arrangements in effect for trading the Fund's investments. The Board noted that CSIM would beNIMNA was required to select brokers who met the Fund's requirements for seeking best execution, and that Dreyfus wouldBNYM Adviser will monitor and evaluate CSIM'sNIMNA's trade execution with respect to Fund brokerage transactions on a quarterly basis and would provide reports to the Board on these matters. In light ofThe Board concluded that the costs of providing investment management and other services to the Fund and CenterSquare's commitment to the Fund, any other ancillary benefits that CenterSquare received were considered reasonable.

At the October Meeting, the Board considered the benefitsexpected to be receivedaccrue to NIMNA by BNY Mellon, CenterSquare and CSIM as a resultvirtue of the Transaction, as well as the benefits to be received by CSIM as a result of theits relationship with the Fund and determined that any such ancillary benefits were reasonable.

After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board, including a majority of the Independent Board Members, approved, and recommends that shareholders of the Fund approve, the New Sub-Advisory Agreement for the Fund.

* * *

REQUIRED VOTE AND THE BOARD'S RECOMMENDATION

Vote Required and the Board's Recommendation

The approval of the ProposalSub-Advisory Agreement requires the affirmative vote of a majority of the Fund's outstanding voting securities as(as defined in the 1940 Act.Act) of the Fund. Such a majority means the affirmative vote of the holders of (a) 67% or more of the shares of the Fund present, in person or represented by proxy, at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are so present, or (b) more than 50% of the outstanding shares of the Fund, whichever is less.

THE BOARD, INCLUDING A MAJORITY OF WHOSETHE INDEPENDENT BOARD MEMBERS, ARE INDEPENDENT BOARD
MEMBERS,unanimouslyUNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS

VOTE "FOR" APPROVAL OF THE PROPOSAL.Sub-Advisory Agreement

************************

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 10
 

 

* * *PROPOSAL 2

APPROVAL OF THE IMPLEMENTATION OF A
"MANAGER OF MANAGERS" ARRANGEMENT

VOTING INFORMATIONIntroduction

Currently, hiring or replacing a sub-investment adviser requires, in each instance, shareholder approval of the sub-investment advisory agreement, pursuant to Section 15(a) of the 1940 Act. Because of the expense and delays associated with obtaining shareholder approval of sub-investment advisers and related sub-investment advisory agreements, many mutual fund investment advisers and mutual fund families have requested and obtained orders from the SEC exempting them from certain requirements of Section 15 of the 1940 Act and the rules thereunder. BNYM Adviser has obtained such an exemptive order and related no-action relief (together, the "SEC Relief") from the SEC, upon which the Fund may rely, which allows BNYM Adviser, subject to certain conditions, to enter into and materially amend sub-investment advisory agreements with affiliated and unaffiliated sub-investment advisers, without obtaining shareholder approval. BNYM Adviser has ultimate responsibility (subject to oversight by the Board) to supervise sub-investment advisers and recommend to the Board the hiring, termination and replacement of sub-investment advisers. The SEC Relief also relieves the Fund from disclosing the sub-investment advisory fee paid by BNYM Adviser to a sub-investment adviser in documents filed with the SEC and provided to shareholders. Before the Fund may rely on the SEC Relief, the proposed "manager of managers" arrangement must be approved by a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, because BNYM Adviser obtained the SEC Relief after the Fund commenced operations.

PROXIES, QUORUM AND VOTING AT THE MEETING

Shares representedIf the manager of managers arrangement is approved by executed and unrevoked proxiesFund shareholders, BNYM Adviser will be votedcontinue to provide investment management of the Fund's portfolio in accordance with the specifications made thereon,Fund's investment objective and ifpolicies and, subject to review and approval of the Board, will (i) set the Fund's overall investment strategies; (ii) evaluate, select and recommend any sub-investment advisers to manage all or a part of the Fund's assets; and (iii) implement procedures reasonably designed to ensure that the sub-investment advisers comply with the Fund's investment objective, policies and restrictions. Additionally, subject to review by the Board, BNYM Adviser will (a) when appropriate, allocate and reallocate the Fund's assets among multiple sub-advisers; and (b) monitor and evaluate the performance of the Fund's sub-investment advisers. The Fund has no current intention of proposing additional sub-investment advisers, but is seeking the flexibility to do so in the future, without the need to obtain shareholder approval.

Under the proposed "manager of managers" arrangement, the Board would oversee the selection of any sub-investment advisers and evaluate and approve all sub-investment advisory agreements as well as any amendments to an existing sub-investment advisory agreement. In reviewing new sub-investment advisory agreements or amendments to existing sub-investment advisory agreements, the Board will analyze all factors that it considers to be relevant to its determination, including the sub-investment advisory fees, the nature, extent and quality of services to be provided by the sub-investment adviser and the investment performance of the assets managed by the sub-investment adviser in the particular style for which a sub-investment adviser is sought. BNYM Adviser would bear the cost of the sub-investment advisory fees payable to any such sub-investment adviser.

Furthermore, operation of the Fund under the proposed "manager of managers" arrangement would not: (1) permit the management fee paid by the Fund to BNYM Adviser to be increased without shareholder approval; or (2) diminish BNYM Adviser's responsibilities to the Fund, including BNYM Adviser's overall responsibility for the portfolio management services furnished by a sub-investment adviser.

-9-

Under the "manager of managers" arrangement, shareholders would receive notice of, and information pertaining to, any new sub-investment advisory agreement. In particular, shareholders would receive the same information about a new sub-investment advisory agreement and a new sub-investment adviser that they would receive in a proxy statement related to their approval of a new sub-investment advisory agreement in the absence of a "manager of managers" arrangement, except as modified to permit aggregated fee disclosure with respect to certain sub-investment advisers.

If Proposal 2 is not approved by the shareholders of the Fund, shareholder approval would continue to be required for BNYM Adviser to enter into or materially amend a sub-investment advisory agreement with respect to the Fund.

Vote Required and the Board's Recommendation

The approval of the "manager of managers" arrangement requires the affirmative vote of a majority of the outstanding voting instructions are given,securities (as defined in the 1940 Act) of the Fund. Such a majority means the affirmative vote of the holders of (a) 67% or more of the shares will be voted "FOR"of the Proposal. Properly signed and datedFund present, in person or represented by proxy, cards marked with an abstention or representing a broker non-vote will be treated as shares that are present at the Meeting, for quorum purposes but which have not been voted. A broker "non-vote" is a proxy from a broker or nominee who does not have discretionary power to vote Fund shares on behalfif the holders of its client, the beneficial ownermore than 50% of the outstanding shares indicating that such broker or nominee has not received instructions from its client or other persons entitled to vote the shares. Accordingly, abstentions and broker non-votes will have the effect of a vote against approval of the Proposal.Fund are so present, or (b) more than 50% of the outstanding shares of the Fund, whichever is less.

THE BOARD, INCLUDING A MAJORITY OF THE INDEPENDENT BOARD MEMBERS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE "MANAGER OF MANAGERS" ARRANGEMENT

*********************

VOTING INFORMATION

Quorum, Proxies and Voting at the Meeting

A quorum is constituted for the Fund by the presence in person or by proxy of shareholders entitled to cast one-third of the holders of one-third (33⅓%) of the Fund's outstanding shares entitled to votevotes at the Meeting.Virtual attendance at the Meeting shall constitute in person attendance for purposes of calculating a quorum. If a quorum is not present at the Meeting, or if a quorum is present but sufficient votes to approve a proposal for the ProposalFund are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies for the Fund.Fund with respect to such proposal. In determining whether to adjourn the Meeting with respect to a proposal for the Proposal,Fund, the following factors may be considered: the nature of the Proposal,proposal, the percentage of favorable votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Fund shareholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote by the holders of a majority of the Fund's shares eligible to vote that are represented at the Meeting in personvirtually or by proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote "FOR" the Proposala proposal in favor of such adjournment, and will vote those proxies required to be voted "AGAINST" the Proposalproposal against any adjournment.

If you hold your shares directly (not through a broker-dealer or other intermediary), and if you return a signed proxy card that does not specify how you wish to vote on the proposal, your shares will be voted "FOR" the proposal. If a proxy is properly executed and returned marked with an abstention, the Fund shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote "FOR" a proposal. For this reason, abstentions will have the effect of a "no" vote for the purpose of obtaining the requisite approval for the proposal.

-10-

Broker-dealer firms holding shares of the Fund in "street name" for the benefit of their clients will request the instructions of such clients on how to vote their shares before the Meeting. A shareholderbroker-dealer that is a member of the New York Stock Exchange and that has not received instructions from a client prior to the date specified in the broker-dealer firm's request for voting instructions may not submit a proxy on behalf of such client's shares with respect to the proposal. Ordinarily, broker non-votes, if any, would be counted as shares present and entitled to vote for purposes of determining whether a quorum is present, but would not be counted as a vote in favor of a proposal. However, because the proposals are considered non-routine, broker non-votes are inapplicable to this solicitation and will have no impact on establishing quorum or the votes cast for or against a proposal.

If you hold shares of the Fund through a broker-dealer (that is not a member of the New York Stock Exchange) or other intermediary that has entered into a service agreement with the Fund or the Fund's distributor, such intermediary may be takenthe record holder of your shares. At the Meeting, an intermediary will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a shareholder that does not specify how the Proposal priorshareholder's shares should be voted on the proposal may be deemed to any adjournmentauthorize the intermediary to vote such shares in favor of the proposal. Depending on its policies, applicable law or contractual or other restrictions, an intermediary may be permitted to vote shares with respect to which it has not received voting instructions from its customers. In those cases, the intermediary may, but may not be required to, vote such shares in the same proportion as those shares for which the intermediary has received voting instructions. Because of this practice, a small number of shareholders could determine how the Fund votes, if sufficient votes have been received for approval.

other shareholders fail to vote.

With respect to Fund shares for which Dreyfus or its affiliates have voting authority, such shares will be voted in accordance with the recommendation of an independent fiduciary.

With respect to Dreyfus-sponsored individual retirement accounts ("IRAs"),BNYM Adviser-sponsored IRAs, the Individual Retirement Custodial Account Agreement governing the IRAs requires BNY Mellon, an affiliate of Dreyfus, as the custodian of the IRAs, to vote Fund shares held in such IRAs in accordance with the IRA shareholder's instructions. BNY Mellon will solicit instructions from such IRA shareholders. To be effective, voting instructions must be received prior to the close of business on October 9, 2023. However, if no voting instructions are received, BNY Mellon may vote Fund shares held in the IRA in the same proportions as the Fund shares for which voting instructions are received from other DreyfusBNYM Adviser-sponsored IRA shareholders. Therefore, if an IRA shareholder does not provide voting instructions prior to the Meeting, BNY Mellon will vote the IRA shares "FOR", "AGAINST" or "ABSTAIN" in the same proportions as it votes the shares for which properly conveyed instructions are timely received from other BNYM Adviser-sponsored IRA shareholders. Because of this practice, a small number of shareholders could determine how the Fund votes, if other shareholders fail to vote.

If you beneficially own shares that are held in "street name" through a broker-dealer or that are held of record by a bank or other intermediary, and you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer, bank or intermediary specific instructions as to how you want your shares to be voted.

METHODS OF SOLICITATION AND EXPENSES

Methods of Solicitation and Expenses

The cost of preparing, assemblingprinting and mailing this Proxy Statement and the attached Notice of Special Meeting of Shareholders and the accompanying proxy card, as well as the costs associated with the proxy solicitation, which is expectedestimated to total approximately $75,000,$105,000, will be borne by Dreyfus and/BNYM Adviser and not the Fund. These costs will be borne by BNYM Adviser whether or CSIM. not the Sub-Advisory Agreement and the manager of managers arrangement are approved. Solicitation may be made by officers or employees of BNYM Adviser or by dealers and their representatives. In addition to the use of the mail, proxies may be solicited personally or by telephone, and Dreyfus and/or CSIMBNYM Adviser may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals.

 

-11-

11 

 

Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity. In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls the toll-free telephone number directly to vote), the shareholder will be asked to provide or confirm certain identifiable information and to confirm that the shareholder has received the Proxy Statement and proxy card. Within 72 hours of receiving such telephonic or electronically transmitted voting instructions from a shareholder, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder's instructions and to provide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation. Any Fund shareholder giving a proxy by telephone or electronically may revoke it at any time before it is exercised by sending a written notice of revocation to the proxy tabulator at the address listed on the proxy card, by submitting a new proxy to the Fund or by attending the Meeting and voting in person.

virtually.

* * *

ADDITIONAL INFORMATION

Information about the Fund's Distributor, Custodian and Transfer and Dividend Disbursing Agent

OTHER FUND SERVICE PROVIDERS

BNY Mellon Securities Corporation ("BNYMSC"), a wholly-owned subsidiary of BNYM Adviser, located at 240 Greenwich Street, New York, New York 10286, serves as the distributor (i.e., principal underwriter) of the Fund's shares pursuant to a distribution agreement. BNYMSC receives no compensation for its services under the distribution agreement.

BNY Mellon, located at 225 Liberty240 Greenwich Street, New York, New York 10286, serves as custodian for the assets of the Fund pursuant to a custody agreement with the Fund.agreement. For the Fund's most recent fiscal year ended October 31, 2016,end, BNY Mellon charged the Fund $181,881$21,349 pursuant to the custody agreement.

MBSC Securities Corporation, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as distributor (i.e., principal underwriter) of the Fund's shares pursuant to a distribution agreement with the Fund.

DreyfusBNY Mellon Transfer, Inc., a wholly-owned subsidiary of Dreyfus,BNYM Adviser, located at 200 Park Avenue,240 Greenwich Street, New York, New York 10166,10286, serves as the Fund's transfer and dividend disbursing agent. For the Fund's most recent fiscal year ended October 31, 2016, Dreyfus Transfer, Inc. chargedend, the Fund $7,257was charged $22,121 for transfer agency services and $363 for cash management services.

PAYMENTS TO AFFILIATED BROKERS

Payments to Affiliated Brokers

During the Fund's most recent fiscal year, ended October 31, 2016, the Fund did not pay any commissions to affiliated brokers.

CERTAIN BENEFICIAL OWNERSHIP

Certain Beneficial Ownership

As of September 29, 2017,July 24, 2023, the Fund had 1,393,503.492936,622.542 Class A shares, 111,200.76223,611.494 Class C shares, 17,831,640.4363,709,260.610 Class I shares and 66,390,328.12118,743,841.892 Class Y shares issued and outstanding. Class T shares were not offered as of September 29, 2017. Set forth below for the Fund is information as to those shareholders known by the FundCompany to own of record or beneficially 5% or more of athe indicated class of the Fund's outstanding voting securities as of September 29, 2017. Shareholders of the Fund will vote as a single class on the Proposal.July 24, 2023.

Name of ClassName and Address of ShareholderAmount of
Outstanding Shares of Class Held
Percentage of
Outstanding Shares of Class Held
 
 National Financial Services LLC For Exclusive Benefit of Our Customers82,002.268.76%

 

-12-

 
12

Name of ClassName and Address of ShareholderAmount of
Outstanding Shares of Class Held
Percentage of
Outstanding Shares of Class Held
 
 

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

  
Class A

Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers

Attention: Fund Administration

4800 Deer Lake Drive East- 3rd Floor

Jacksonville, FL 32246-6484

73,431.287.84%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

63,763.796.81%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

62,622.416.69%

Class C

 

The Bank of New York Mellon Cust

Rollover IRA FBO

Joyce Lipsky Santana

Washington Township, NJ

7,248.8230.70%
 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

4,940.0320.92%
 

American Enterprise Investment Services

707 Second Avenue South

Minneapolis, MN 55402-2405

4,655.0719.76%
 

LPL Financial

4707 Executive Drive

San Diego, CA 92121-3091

1,773.367.51%
 

The Bank of New York Mellon Cust

Rollover IRA FBO

Robert J. Sacca

Accord, NY

1,504.396.37%

Class I

 

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

487,082.2313.13%
 

National Financial Services LLC For Exclusive Benefit of Our Customers

Attention: Mutual Funds Department 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-1995

424,475.2811.44%
 

Charles Schwab & Company Inc.

211 Main Street

San Francisco, CA 94105

374,847.0110.11%

Class Y

 

SEI Private Trust

Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

18,741,552.2299.99%

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Name of Class Name and Address of Shareholder Amount of
Outstanding
Shares of Class
Held
  Percentage of
Outstanding
Shares of Class
Held
 
         
Class A Patterson & Co.
FBO Various Clients
1525 West WT Harris Boulevard
Charlotte, NC 28288-1076
  768,880.317   55.1761%
           
  Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
  90,184.111   6.4718%
           
  Charles Schwab & Co. Inc.
Special Custody Acct.
FBO Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4151
  69,823.471   5.0106%
           
  Wells Fargo Clearing Services
2801 Market Street
St. Louis, MO 63103-2523
  69,706.760   5.0023%
           
Class C Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523
  40,663.399   36.5676%
           
  Merrill Lynch, Pierce, Fenner & Smith Incorporated
Attn: Fund Administration
4800 Deer Lake Drive East—Floor 3
Jacksonville, FL 32246-6484
  20,207.029   18.1717%
           
  

National Financial Services LLC

For Exclusive Benefit of its Customers

Attn: Mutual Funds Dept. 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-0000

  13,620.067   12.2482%
           
  UBS WM USA
Special Custody Account, Exclusive Benefit of Customers
1000 Harbor Boulevard
Weehawken, NJ 07086-6761
  9,689.043   8.7131%
           
  American Enterprise Investment Services
707 2nd Avenue South
Minneapolis, MN 55402-2405
  9,284.650   8.3494%
           
  Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
  7,959.404   7.1577%

13 

Name of Class Name and Address of Shareholder Amount of
Outstanding
Shares of Class
Held
  Percentage of
Outstanding
Shares of Class
Held
 
         
Class I 

National Financial Services LLC

For Exclusive Benefit of its Customers

Attn: Mutual Funds Dept. 4th Floor

499 Washington Boulevard

Jersey City, NJ 07310-0000

  14,392,853.555   80.7153%
           
Class Y SEI Private Trust
Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
  59,160,071.801   89.1095%
           
  Dreyfus Alternative Diversifier Strategies Fund
The Dreyfus Corporation
2 Hanson Place, Floor 11
Brooklyn, NY 11217-1431
  6,189,921.495   9.3235%

 

Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of the Fund's voting securities may be deemed a "control person" (as defined in the 1940 Act) of the Fund.

As of September 29, 2017,July 24, 2023, no Board members andor officers of the Fund,Company, as a group, owned less than 1% of the Fund's outstanding voting shares of the Fund.

shares.

* * *

OTHER MATTERS

The Board is not aware of any other matters whichthat may come before the Meeting. However, should any such matters properly come before the Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on such matters.

The FundCompany does not hold annual meetings of shareholders. Shareholders wishing to submit proposalsAny shareholder proposal for inclusion in a proxy statement for the Fund'sCompany's next shareholder meeting subsequent to this Meeting, if any, must submit such proposalsbe received by the Company's Secretary at the offices of the Company, 240 Greenwich Street, New York, New York 10286, in a reasonable period of time before the FundCompany begins to print and mail the proxy materials for such meeting and meet certain other requirements.meeting. Under the proxy rules of the SEC, shareholder proposals meeting requirements contained in those rules may, under certain conditions,circumstances, be included in the Fund'sCompany's proxy materials for a particular meeting of shareholders. One of these conditions relates to the timely receipt by the FundCompany of any such proposal. The fact that the FundCompany receives a shareholder proposal in a timely manner does not, however, ensure its inclusion in the Company's proxy materials since there are other requirements in the proxy rules relating to such inclusion.

* * *

14

NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES

Please advise the Fund, in care of Dreyfus Institutional Department, P.O. Box 9882, Providence, Rhode Island 02940-8082, whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of this Proxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of Fund shares.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSONVIRTUALLY ARE URGED TO COMPLETE, SIGN, DATE SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR OTHERWISE VOTE PROMPTLY.

Dated: November 15, 2017August 23, 2023

 

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 15
 

 

EXHIBIT A

FORM OF SUB-ADVISORYSUB-INVESTMENT ADVISORY AGREEMENT

THE DREYFUS CORPORATIONBNY MELLON INVESTMENT ADVISER, INC.
200 Park Avenue240 Greenwich Street
New York, New York 1016610286

[_________], 2023

Newton Investment Management North America, LLC

BNY Mellon Center

201 Washington Street

Boston, Massachusetts 02108

 

[_______], 2018Ladies and Gentlemen:

 

CSIM Investment Management LLC

630 West Germantown Pike

Suite300

Plymouth Meeting, Pennsylvania 19462

Ladies and Gentlemen:

Dreyfus PremierBNY Mellon Investment Funds V, Inc. (the "Company""Fund") desires to employ the capital of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Fund""Series"), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the relevant Fund'sSeries' Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Company'sFund's Board. The CompanyFund employs The Dreyfus CorporationBNY Mellon Investment Adviser, Inc. (the "Adviser") to act as the Fund'sSeries' investment adviser pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. The Adviser is authorized by the CompanyFund's Board to, and desires to, retain you and you hereby agree to accept such retention, to act as the Fund'sSeries' sub-investment adviser as of the date set forth above (the "Effective Date") with respect to that portion of the Fund'sSeries' assets which may be assigned to you from time to time (the "sub-advised assets").

You hereby agree to accept such retention, to render the services and to assume the obligations set forth herein with respect to the sub-advised assets for the compensation provided herein.

In connection with your serving as sub-investment adviser to the Fund,Series, it is understood that from time to time you will employ or associate with yourself such person or persons as you may believe to be particularly fitted to assist you in the performance of this Agreement.sub-investment advisory agreement (the "Agreement"). The compensation of such person or persons shall be paid by you and no obligation may be incurred on the Company'sFund's behalf in any such respect.

A-1

Subject to the supervision and approval of the Adviser and the Company'sFund's Board, you will provide investment management of the sub-advised assets. Your advisory duties and responsibilities hereunder shall pertain only to the sub-advised assets. You will provide such investment management subject to and in accordance with (i) the Fund'seach Series' investment objective(s), policies and limitations as stated in the Fund'srelevant Series' Prospectus and Statement of Additional Information as from time to time in effect, or in any supplements thereto, and provided to you by the Adviser; (ii) any applicable procedures or policies adopted or approved by the Adviser or the Company'sFund's Board with respect to the FundSeries as from time to time in effect and furnished in writing to you; (iii) the requirements applicable to registered investment companies under applicable laws, including without limitation the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations thereunder, and the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and the rules and regulations thereunder applicable to qualification as a "regulated investment company"; and (iv) any written instructions which the Adviser or

A-1

the Company'sFund's Board may issue to you from time to time; provided, however, that you shall not be bound by any update, modification or amendment of such documents or other procedures or policies of the Fund,Series, the CompanyFund or the Adviser unless and until you have been given notice thereof in accordance with this Agreement and have been provided with a copy of such update, modification or amendment. With respect to the foregoing, the Adviser will seek to provide you with prior notice of any update, modification or amendment of such documents or other procedures or policies of the Series, the Fund or the Adviser that is reasonably sufficient to provide you with the time necessary to make any changes to each Series' portfolio that are required to comply with such procedures or policies in an orderly manner. In connection therewith,with your duties hereunder, you (a) will obtain and provide investment research and supervise the Fund'sSeries' investments with respect to the sub-advised assets and (b) will conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the sub-advised assets, including the placing of portfolio transactions for execution either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant, counterparty or others. You agree that, in the placing of portfolio transactions for execution,any orders with selected brokers and dealers, you will attempt to obtain the best net result in terms of price and execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker or dealer's services.execution. Consistent with this obligation and in accordance with applicable securities laws, you, in your discretion, may cause the FundSeries to purchase and sell portfolio securities from and to brokers and dealers who provide youthe Series, the Adviser's other clients, or your other clients with research, analysis, advice and similar services. You may cause the FundSeries to pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to your good faith determination that such commission or spread is reasonable in relation to the value of the services provided by such brokers or dealers in terms either of the particular transaction or of your overall responsibility to the Company,Fund, the FundSeries and your other clients and that the total commissions or spreads paid by the FundSeries will be reasonable in relation to the benefits to the FundSeries over the long term and, if applicable, subject to compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. Such authorization is subject to termination at any time by the Company'sFund's Board for any reason. In addition, you are authorized to allocate purchase and sale orders for portfolio securities to brokers and dealers that are affiliated with you, the Adviser, the Fund'sSeries' principal underwriter or any other sub-investment adviser to the FundSeries if you believe that the quality of the transaction and the commission are comparable to what they would be with other qualified firms, and provided that the transactions are consistent with the Company'sFund's Rule 17e-1 procedures as they may be provided to you by the Adviser from time to time. In no instance may portfolio securities be purchased from or sold to you, the Adviser, the Fund'sSeries' principal underwriter, any other sub-investment adviser to the FundSeries or any person affiliated with you, the Adviser, the Fund'sSeries' principal underwriter, any other sub-investment adviser to the FundSeries or the Fund,Series, except in accordance with the applicable securities laws and the rules and regulations thereunder, including Rules 17a-7 and 17a-10 under the Investment Company Act, and any exemptive order then currently in effect. The Adviser will periodically provide you with a list of the affiliates of the Adviser, the FundSeries or the Fund'sSeries' principal underwriter to which investment or trading restrictions apply, and will specifically identify in writing (x) all publicly traded companies in which the FundSeries may not invest, together with ticker symbols for all such companies, and (y) any affiliated brokers and any restrictions that apply to the use of those brokers by the Fund.

You shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Adviser, the Company or the Fund in any way or otherwise be deemed an agent of the Adviser, the Company or the Fund, and nothing in this Agreement shall be construed as making the Adviser, the Company or the Fund a partner or co-venturer with you or any of your affiliates. You shall utilize counterparties for brokerage, futures and options clearing, ISDA purposes and trade execution under agreements set up in the name of the Fund. You shall be responsible for managing any collateral and margin requirements associated with investments made for the sub-advised assets.

A-2

Series.

Proxies of companies whose shares are part of the sub-advised assets shall be voted as described in the Fund'srelevant Series' Prospectus and Statement of Additional Information, and you shall not be required to assume any responsibility for the voting of such proxies without your prior consent.pursuant to proxy voting procedures approved by the Adviser. You are authorized and agree to act on behalf of the FundSeries with respect to any reorganizations, exchange offers and other voluntary corporate actions in connection with securities held in the sub-advised assets in such manner as you deem advisable, unless the Fund or the Adviser otherwise specifically directs in writing. You shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping or custody of the sub-advised assets. The Adviser shall furnish you with copies of the Fund's Prospectus, StatementSeries' Prospectuses, Statements of Additional Information and shareholder reports.any supplements thereto. You will be provided the opportunity to review and approve any description of you and your investment process set forth in the Fund'seach Series' Prospectus, Statement of Additional Information and shareholder reports, or in the Fund's marketing materials.any supplements thereto. The Adviser also

A-2

will furnish you with copies of Prospectus or Statement of Additional Information supplements that disclose any changes to the Fund'sa Series' investment objective, policies, strategies or restrictions and you will have a reasonable period of time to implement such changes with respect to the sub-advised assets.

You will furnish to the Adviser or the CompanyFund such information, with respect to the investments which the Funda Series may hold or contemplate purchasing in connection with the sub-advised assets, as the Adviser or the CompanyFund may reasonably request. The CompanyFund and the Adviser wish to be informed of important developments materially affecting the management of the sub-advised assets and shall expect you, on your own initiative, to furnish to the CompanyFund or the Adviser from time to time such information as you may believe appropriate for this purpose. In connection therewith, you will notify the Adviser if you become aware of any bankruptcy proceedings, securities litigation class actions or settlements materially affecting the investments which the Funda Series holds or, at a time relevant to such proceedings, class actions or settlements, has held in the sub-advised assets. You shall have no responsibility or obligation to take any action with respect to any bankruptcy proceedings, class action litigation or settlements affecting the sub-advised assets, and, accordingly, you shall have no obligation to initiate any legal proceeding or file proofs of claim with respect thereto. Upon reasonable request, you will make available your officers and employees, including the portfolio managers named in the Fund'sSeries' Prospectus and/or Statement of Additional Information, from time to time to meet with the Company'sFund's Board and/or the Adviser to review the sub-advised assets.

You will maintain all required books and records with respect to the securities transactions of the FundSeries for the sub-advised assets in accordance with all applicable laws, and in compliance with the requirements of the rules under Section 31 of the Investment Company Act, and will furnish the Company'sFund's Board and the Adviser with such periodic and special reports as the Company'sFund's Board or the Adviser reasonably may request. You hereby agree that all records which you maintain for the CompanyFund or the Adviser are the property of the CompanyFund or the Adviser, and agree to preserve for the periods prescribed by applicable law any records which you maintain for the CompanyFund or the Adviser and which are required to be maintained, and further agree to surrender promptly to the CompanyFund or the Adviser any records which you maintain for the CompanyFund or the Adviser upon request by the CompanyFund or the Adviser, provided that you shall have reasonable opportunity to create and maintain copies of applicable records.

A-3

The Adviser and you each agree to comply with applicable laws, rules and regulations, including the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and the Investment Company Act. You will promptly notify the Company'sFund's Chief Compliance Officer (a) in the event the Securities and Exchange Commission or other governmental authority has censured you, placed limitations upon your activities, functions or operations, suspended or revoked your registration, as an investment adviser, or has commenced proceedings or an investigation that you reasonably determine is likely tomay result in any of these actions; or (b) upon becoming aware of any material fact relating to you that is not contained in the Fund's Registration Statement,relevant Series' Prospectus or Statement of Additional Information, and is required to be stated therein or necessary in order to make the statements therein not misleading, (or, in the case of the Fund's Prospectus and Statement of Additional Information, is required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading), or of any statement contained therein that becomes untrue in any material respect. Upon request, and in accordance with the scope of your obligations and responsibilities contained in this Agreement, you will provide reasonable assistance to the CompanyFund in connection with the Fund'sSeries' compliance with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations thereunder, and Rule 38a-1 under the Investment Company Act. Such assistance shall include, but not be limited to, (i) providing the Company'sFund's Chief Compliance Officer upon request with copies of your compliance policies and procedures; (ii) certifying periodically, upon the request of the Company'sFund's Chief Compliance Officer, that you are in compliance with all applicable "federal securities laws," as required by Rule 38a-1 under the Investment Company Act and Rule 206(4)-7 under the Investment Advisers Act; (iii) facilitating and cooperating with the Company'sFund's Chief Compliance Officer to evaluate the effectiveness of your compliance controls; (iv) providing the Company'sFund's Chief Compliance Officer with direct access to your compliance personnel; (v) providing the Company'sFund's Chief Compliance Officer with periodic reports; and (vi) promptly providing the Company'sFund's Chief Compliance Officer with special reports in the event of material compliance violations. Upon request, you will provide certifications to the Company,Fund, in a form satisfactory to the Company,Fund, to be relied upon by the Company'sFund's officers certifying the Company'sFund's periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act.

A-3

You shall exercise your best judgment in rendering the services to be provided hereunder, and the Adviser agrees as an inducement to your undertaking the same that you shall not be liable hereunder for any error of judgment or mistake of law or for any loss suffered by the Fund, one or more Series or the Adviser, provided that nothing herein shall be deemed to protect or purport to protect you against any liability to the Adviser, the Fund, the Series or the Series' security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder. The Fund is expressly made a third party beneficiary of this Agreement with rights as respect to the Series to the same extent as if it had been a party hereto.

In consideration of services rendered pursuant to this Agreement, the Adviser will pay you on the first business day of each month out of the management fee it receives and only to the extent thereof, a fee at the annual rate set forth on Schedule 1 hereto. If the Adviser waives all or a portion of the management fee it is entitled to receive from the Fund,a Series, the fee payable to you pursuant to this Agreement may be reduced as you and the Adviser mutually agree in writing.agree. The fee for the period from the effective date of this AgreementEffective Date to the end of the month thereof shall be pro-rated according to the proportion which such period bears to the full monthly period, and upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable within 10 business days of the date of termination of this Agreement. For the purpose of determining feescalculating the fee payable to you, the value of the Fund'sSeries' net sub-advised assets shall be computed in the manner specified in the Fund'srelevant Series' then-current Prospectus and Statement of Additional Information for the computation of the value of the Fund'sSeries' net assets.

A-4

Net asset value shall be computed on such days and at such time or times as described in the Fund'srelevant Series' then-current Prospectus and Statement of Additional Information.

You agree to monitor the sub-advised assets and to notify the Adviser on any day that you determine that a significant event has occurred with respect to one or more securities held in the sub-advised assets that would materially affect the value of such securities (provided that you shall not be responsible for providing information based on valuations provided by third party services which value securities based upon changes in one or more broad-based indices). At the request of the Adviser or the Company'sits Valuation Committee, you agree to provide additional reasonable assistance to the Adviser, the Company's Valuation Committee and the Fund's pricing agents in valuing the sub-advised assets, including in connection with fair value pricing of the sub-advised assets.

You will bear all expenses incurred by you in connection with the performance of your services under this Agreement. All other expenses to be incurred in the operation of the FundSeries (other than those borne by the Adviser) will be borne by the Fund,Series, except to the extent specifically assumed by you. The expenses to be borne by the FundSeries include, without limitation, the following: taxes, interest, loan commitment fees, interest and distributions paid on securities sold short, brokerage fees and commissions, if any, fees of Board members who are not the Adviser's or your officers, directors or employees or holders of 5% or more of the outstanding voting securities of you or the Adviser or any affiliate of you or the Adviser, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining the Company'sFund's existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders, costs of shareholders' reports and meetings, and any extraordinary expenses.

The Adviser understands that in entering into this Agreement you have relied upon the inducements made by the CompanyFund to you under the Management Agreement. The Adviser also understands that you now act, and that from time to time hereafter you may act, as investment adviser or sub-investment adviser to

A-4

one or more investment companies, private funds or other pooled investment vehicles and fiduciary or other managed accounts (collectively, the "accounts"), and the Adviser has no objection to your so acting, provided that when the purchase or sale of securities of the same issuer is suitable for the investment objectives of two or more accounts managed by you and which have available funds for investment in the case of a purchase, the available securities will be allocated in a manner believed by you to be equitable to each account. It is recognized that in some cases this procedure may adversely affect the price paid or received by the Funda Series or the size of the position obtainable for or disposed of by the Fund.

Series.

It is also understood that (i) you shall be prohibited from consulting with any other sub-investment adviser to the FundSeries (including, in the case of an offering of securities subject to Section 10(f) of the Investment Company Act, any sub-investment adviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for the FundSeries in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule
12d3-1 under the Investment Company Act, and (ii) your responsibility regarding investment advice hereunder is limited to the sub-advised assets of the Fund.

A-5

Series.

In addition, it is understood that the persons employed by you to assist in the performance of your duties hereunder will not devote their full time to such services and nothing contained herein shall be deemed to limit or restrict your right or the right of any of your affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

You shall exercise your best judgment in rendering the services to be provided hereunder, and the Adviser agrees as an inducement to your undertaking the same that you shall not be liable hereunder for any error of judgment or mistake of law or for any loss suffered by the Company, the Fund, the Fund's security holders,a Series or the Adviser provided that nothing herein shall be deemed to protect or purport to protect you against any liability toin connection with the Adviser, the Company, the Fund or the Fund's security holdersmatters to which you would otherwise be subject by reason ofthis Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties hereunder, or by reason of yourfrom reckless disregard by you of your obligations and duties under this Agreement. You shall indemnify and hold harmless the Adviser, the Company and the Fund against any and all losses, claims, damages, liabilities or litigation (including reasonable legal fees and other reasonable and documented out-of-pocket expenses) ("Losses") to which the Adviser, the Company or the Fund become subject arising out of or based on any untrue statement of a material fact contained in the Prospectus and/or Statement of Additional Information, proxy materials, reports, advertisements or sales literature pertaining to the Fund or the omission to state therein a material fact known to you that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made solely in reliance upon information furnished by you to the Adviser, the Company or the Fund for use therein. The Adviser shall indemnify you and hold you harmless against any and all Losses to which you may become subject arising out of or based on any untrue statement of a material fact contained in the Prospectus and/or Statement of Additional Information, proxy materials, reports, advertisements or sales literature pertaining to the Fund or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made solely in reliance upon information furnished by you to the Adviser, the Company or the Fund for use therein. In no event will you have any responsibility for any other series of the Company,Fund, for any portion of the Fund'sa Series' assets not managed by you or for the acts or omissions of any other sub-investment adviser to the CompanyFund or the Fund.Series. In particular, in the event that you manage only a segment of the Fund'sa Series' assets, you shall have no responsibility for the FundSeries being in violation of any applicable law or regulation or investment policy or restriction applicable to the FundSeries as a whole, or for the FundSeries failing to qualify as a regulated investment company under the Internal Revenue Code, if the securities and other holdings of the segment of the Fund'sSeries' assets managed by you are such that your segment would not be in such violation or fail to so qualify if such segment were deemed a separate series of the CompanyFund or a separate regulated investment company under the Internal Revenue Code, unless such violation was due to your failure to comply with written guidelines adopted by the CompanyFund or the Adviser and provided to you.

Any person, even though also your officer, director, partner, employee or agent, who may be or become an officer, Board member, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund, to be rendering such services to or acting solely for the Fund and not as your officer, director, partner, employee, or agent or one under your control or direction even though paid by you.

As to each Fund,Series, this Agreement shall continue until the date set forth opposite such Fund'sSeries' name on Schedule 1 hereto (the "Reapproval Date"), and thereafter shall continue automatically for successive annual periods ending on the day of each year set forth opposite the Fund'sSeries' name on Schedule 1 hereto (the "Reapproval Day"), provided such continuance is specifically approved at least annually by (i) the Company'sFund's Board or (ii) vote of a majority (as defined in the Investment Company Act) of the Fund'sSeries' outstanding voting securities, provided that in either event its continuance also is approved by a majority of the Company'sFund's Board members who are not "interested persons" (as defined in the Investment Company Act) of the CompanyFund or any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. As to each Fund,Series, this Agreement is terminable without penalty (i) by the Adviser on not more than 60 days' notice to you, (ii) by the Company'sFund's Board or by vote of the holders of a majority of the Fund's Series'

A-5

outstanding voting securities on not more than 60 days' notice to you, or (iii) by you on not less than 90 days' notice to the CompanyFund and the Adviser. This Agreement also will terminate automatically, as to the relevant Fund,Series, in the event of its assignment (as defined in the Investment Company Act or the Investment Advisers Act) and you shall be notified by the CompanyFund and the Adviser, or you shall notify the CompanyFund and the Adviser, as applicable, as soon as possible before any such assignment occurs. In addition, notwithstanding anything herein to the contrary, if the Management Agreement terminates for any reason, this Agreement shall terminate effective upon the date the Management Agreement terminates.

A-6

The Adviser acknowledges that at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Investment Advisers Act, the Adviserit has received and has had an opportunity to read a copy of your Form ADV Part 2A (the "Brochure") and a copy of the Form ADV Part 2B if any, with respect to your personnel with the most significant responsibility for providing advisory services to the FundSeries (the "Brochure Supplement"). The Adviser agrees that the Brochure and Brochure Supplement, as well as other client communications, may be transmitted to the Adviser electronically.

Unless otherwise indicated on Schedule 1 hereto, the FundAdviser, on behalf of the Series, has claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the "CPO Exclusion") and you shall not manage the Series' sub-advised assets in a manner that would cause the FundAdviser, on behalf of the Series, to not qualify for the CPO Exclusion until otherwise approved byindicated for the Adviser in writing.Series on such Schedule. If the FundSeries is identified on Schedule 1 as not claiming the CPO Exclusion and you intend to rely on CFTC Rule 4.7, unless Schedule 1 states to the contrary, the Adviser represents that the FundSeries is a "qualified eligible person" under the rule, consents to the FundSeries being treated as an exempt account under the rule, and acknowledges the legend set forth above its signature below.

In addition, the Adviser represents to you that it is registered as a Commodity Pool Operator and is a member of the National Futures Association in such capacity, to the extent required by the nature of its activities, and you represent to the Adviser that you are registered as a Commodity Trading Advisor and are a member of the National Futures Association in such capacity or are exempt from such membership.

No provision of this Agreement may be changed, waived or discharged unless signed in writing by the parties hereto. This Agreement shall be governed by the laws of the State of New York, without regard to the conflict of law principles thereof, provided that nothing herein shall be construed in a manner inconsistent with the Investment Company Act or the Investment Advisers Act. This Agreement may be executed in several counterparts, each of which shall be deemed an original for all purposes, including judicial proof of the terms hereof, and all of which together shall constitute and be deemed one and the same agreement. Nothing in this Agreement shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived. If any one or more of the provisions of this Agreement shall be held contrary to express law or against public policy, or shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remainder of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. The rights of indemnification herein shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise by law and shall survive termination of this Agreement.

The Company is expressly made a third party beneficiary of this Agreement with rights as respect to the Fund to the same extent as if it had been a party hereto.

A-7

Unless otherwise provided herein or agreed to in writing by the parties, all notices or instructions permitted or required under this Agreement shall be deemed to have been properly given if sent by regular first-class mail, registered mail, private courier, facsimile or electronically and addressed to (or delivered to) the respective party at the address set forth above or at such other address or addresses as shall be specified, in each case, in a notice similarly given. Each party may rely upon any notice from the other party or other communication reasonably believed by the receiving party to be genuine.

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THATTHE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE

A-6

ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.

 Very truly yours,
  
 THE DREYFUS CORPORATION

By:BNY MELLON INVESTMENT ADVISER, INC.
 Name: Bradley J. Skapyak
Title: Chief Operating Officer

Accepted: 
  
CSIM Investment Management By:       ___________________________
Name:  James Bitetto
Title:    Secretary

(a)             

Accepted:
NEWTON INVESTMENT MANAGEMENT
North America, LLC
 
By:     _____________________________
Name:  Michael Germano
Title:    Chief Executive Officer

 

A-7

SCHEDULE 1

By:Name of SeriesAnnual Fee as a Percentage of Average Daily Net Sub-Advised AssetsReapproval DateReapproval Day
   
Name:BNY Mellon Large Cap Equity Fund0.336%March 30, 2024March 30th
Title:   

 

A-8

 

SCHEDULE 1

 

Name of FundAnnual Fee as a
Percentage of
Average Daily Net
Sub-Advised Assets
Reapproval DateReapproval Day
Dreyfus Global Real Estate
Securities Fund
0.46%March 30, 2018March 30th

 

 A-9
 

 

Dreyfus Global Real Estate Securities FundImportant Notice Regarding the Availability of Proxy Materials for the Special Meeting of

Shareholders to be Held on October 12, 2023:

The Letter to Shareholders, Notice of Special Meeting of Shareholders and Proxy Statement are available

at https://im.bnymellon.com/us/en/individual/resources/proxy-materials.jsp.

 

BNY MELLON LARGE CAP EQUITY FUND

(A Series of BNY Mellon Investment Funds V, Inc.)

The undersigned shareholder of Dreyfus Global Real Estate SecuritiesBNY Mellon Large Cap Equity Fund (the "Fund"), a series of Dreyfus PremierBNY Mellon Investment Funds V, Inc. (the "Company"), hereby appoints Joseph M. ChioffiJeff Prusnofsky and Jeff Prusnofsky,James Bitetto, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of common stock of the Fund standing in the name of the undersigned at the close of business on November 15, 2017,August 23, 2023, at a Special Meeting of Shareholders to be held over the Internet in a virtual meeting format only at the offices of The Dreyfus Corporation ("Dreyfus")11:30 a.m., 200 Park Avenue, 7th Floor, New York, New York 10166,Eastern time, on Wednesday, December 20, 2017 at 10:00 a.m.,Thursday, October 12, 2023, and at any and all postponements or adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.

The meeting will be conducted exclusively online via live webcast. Shareholders may request the meeting credentials by completing the on-line registration form available at https://www.viewproxy.com/bnymellon/broadridgevsm. Please include your full name, your control number found on this enclosed proxy card and your email address. The meeting will begin promptly at 11:30 a.m., Eastern time. The Fund encourages you to access the meeting a few minutes prior to the start time leaving ample time for the check in. Only shareholders of the Fund will be able to participate in the meeting. You may vote during the meeting by following the instructions available on the meeting website. If you have any questions before you vote, please call BNY Mellon Investment Adviser, Inc. at 1-800-373-9387.

THIS PROXY IS SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS AND WILL BE VOTED FOR"FOR" THE PROPOSALPROPOSALS SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.

PLEASE SIGN AND DATE ON THE REVERSE SIDE

 

 

 

 

 

PROXY TABULATOR

P.O. BOX 9112

FARMINGDALE, NY 11735

 

SCAN TO
View Materials & Vote >

THREE EASY WAYS TO VOTE YOUR PROXY

To vote byover the Internet

1) Read the Proxy Statement and have the proxy card below at hand.

2) Go to websitewww.proxyvote.com or scan the QR Barcode above..

3) Follow the instructions provided on the website.

To vote by Telephone

1) Read the Proxy Statement and have the proxy card below at hand.

2) Call1-877-907-76461-800-690-6903.

3) Follow the instructions.

To vote by Mail

1) Read the Proxy Statement.

2) Check the appropriate box on the proxy card below.

3) Sign and date the proxy card.

4) Return the proxy card in the enclosed postage-paid envelope provided.

If you areNOT voting by Telephone or over the Internet, Please

Sign, Date and Return the Proxy Card

Promptly Using the Enclosed Envelope.

You may also vote at the meeting. Any shareholder who registers and attends the meeting virtually may vote before or during the meeting by going to and following the instructions available at www.proxyvote.com.

TO VOTE, MARK A BLOCK BELOW IN BLUE OR BLACK INK AS FOLLOWS:x

TO VOTE, MARK A BLOCK BELOW IN BLUE OR BLACK INK AS FOLLOWS: X

---------------------------------------------------------------------------------------------------------------------

The Company's Board of Directors recommends you vote FOR the following proposals.

Dreyfus Global Real Estate SecuritiesBNY MellonFUND LARGE CAP EQUITY Fund

1.To approve a new sub-investment advisory agreement between Dreyfus,BNY Mellon Investment Adviser, Inc., on behalf of the Fund, and CSIMNewton Investment Management North America, LLC.

FORAGAINSTABSTAIN
¨¨¨

 

2.To approve the implementation of a "manager of managers" arrangement whereby BNY Mellon Investment Adviser, Inc., subject to certain conditions, would be able to hire and replace sub-investment advisers to the Fund without obtaining shareholder approval.
FORAGAINSTABSTAIN
¨¨¨
3.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting and any postponement or any adjournment(s) thereof.adjournment thereof, as described in the Proxy Statement.

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope

 

Signature(s) should be exactly as name or names appearing on this proxy. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. By signing this proxy card, receipt of the accompanying Notice of Special Meeting of Shareholders and Proxy Statement is acknowledged.

 

Signature (Please Sign Within Box)

 

_________

Date

 

____________________

Signature (Joint Owners)

 

_________

Date