We are pleased to present this annual report for BNY Mellon Investment Portfolios, Core Value Portfolio (formerly, Dreyfus Investment Portfolios, Core Value Portfolio), covering the 12-month period from January 1, 2019 through December 31, 2019. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.
In January 2019, a pivot in stance from the U.S. Federal Reserve (the “Fed”) helped stimulate a rebound across equity markets that continued into the second quarter of the year. However, escalating trade tensions disrupted equity markets in May. The dip was short-lived, as markets rose once again in June and July of 2019, when a trade deal appeared more likely and the pace of U.S. economic growth remained steady. Nevertheless, concerns continued to emerge over slowing global growth, resulting in bouts of market volatility in August 2019. Stocks rebounded in September and continued an upward path through most of October 2019, bolstered by central bank policy and consistent consumer spending. The rally generally continued through the end of the period, supported in part by an announcement from President Trump that the first phase of a trade deal with China was in process. U.S. equity markets reached new highs during the final months of the period.
In fixed-income markets, the year began with a recovery from the prior months’ volatility. After the Fed’s supportive statements in January 2019, other developed-market central banks followed suit and reiterated their abilities to buttress flagging growth rates by continuing accommodative policies. The Fed cut rates in July, September and October 2019, for a total 75 basis point reduction in the federal funds rate during the 12 months. Rates across much of the Treasury curve saw a slight increase during the month of November, and the long end of the curve rose in December. The yield curve steepened during the latter portion of the period. However, demand for fixed-income instruments during the year was strong, which helped to support positive bond market returns.
We believe that over the near term, the outlook for the U.S. remains positive, but we will monitor relevant data for any signs of a change. As always, we encourage you to discuss the risks and opportunities in today’s investment environment with your financial advisor.
Thank you for your continued confidence and support.
DISCUSSION OF FUND PERFORMANCE(Unaudited)
For the period from January 1, 2019 through December 31, 2019, as provided by Brian Ferguson, Portfolio Manager
Market and Fund Performance Overview
For the 12-month period ended December 31, 2019, BNY Mellon Investment Portfolios, Core Value Portfolio’s (formerly, Dreyfus Investment Portfolios, Core Value Portfolio) Initial shares produced a total return of 26.81%, and its Service shares returned 26.59%.1 In comparison, the fund’s benchmark, the Russell 1000® Value Index (the “Index”), produced a total return of 26.54% for the same period.2
Despite ongoing trade tensions, value-oriented stocks posted strong gains, on average, during the reporting period, helped by a steady economy and a more accommodative stance from the U.S. Federal Reserve. The fund outperformed the Index due to certain sector allocations and stock selections.
The Fund’s Investment Approach
The fund seeks long-term growth of capital, with current income as a secondary objective. To pursue its goals, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in stocks. The fund focuses on stocks of large-cap value companies. The fund typically invests mainly in the stocks of U.S. issuers, and will limit its holdings of foreign stocks to 20% of the value of its total assets.
When choosing stocks, the fund uses a “bottom-up” stock-selection approach, focusing on individual companies, rather than a “top-down” approach that forecasts market trends. A three-step, value-screening process is used to select stocks based on value, sound business fundamentals and positive business momentum.
Stocks Surge on Supportive Federal Reserve Policy and Reduced Trade Tensions
The reporting period began with widespread expectations of interest rate cuts, as the Federal Reserve (the “Fed”) had earlier moved from a tightening policy to one that was “data dependent.” With this shift, stocks rallied late in 2018 and continued to rise early in 2019. In the second quarter, however, stocks generally moved sideways, weighed down at times by concerns about trade tensions and global growth.
Three quarter-point rate cuts in the second half of the period provided an additional boost to equities markets. The Fed announced an initial reduction at its July 2019 meeting and followed up with two additional rate cuts in September and October 2019. These reductions brought the federal funds rate to 1.50-1.75%, as trade tensions and other geopolitical concerns appeared to be weighing on economic growth. Other major central banks were also supportive.
In the third quarter of 2019, interest rate cuts and the prospect of a U.S.-China trade agreement led investors to anticipate a pickup in global growth. Investors’ concerns about trade tensions and the global economy hindered performance at times, but stocks finished up strong later in the reporting period, when the “Phase 1” U.S.-China trade deal was announced.
Stock Selection Drove Fund Outperformance
The fund’s performance was hindered by overweight positions in the materials and energy sectors, as well as stock selections primarily in the health care and information technology sectors. In health care, a position in CVS Health detracted from performance, as the company lowered its guidance early in the year as it continued to integrate its acquisition of Aetna, a managed care company. The fund’s position in Biogen, a pharmaceutical company, also hurt performance, as the company’s proposed Alzheimer’s product initially failed clinical trials early in 2019. In the information technology sector, a position in Corning hindered relative returns, as the company was hurt by display overcapacity and optical spending weakness. A position inTeradata also dragged on performance, as it continued to
3
DISCUSSION OF FUND PERFORMANCE(Unaudited) (continued)
struggle to implement its strategies and revenues declined. Other positions that hampered returns include Mosaic, an agricultural chemical company, Marathon Petroleum and Berkshire Hathaway.
On a more positive note, the fund’s overweight allocations to the information technology and financial sectors and its underweight allocations to real estate, utilities and consumer staples sectors benefited performance. Stock selection in the financial, energy, and utilities sectors were particularly helpful. In the financial sector, Citigroup, Voya Financial and Assurant, an insurance company, all contributed positively to relative returns. In the energy sector, an overweight position in Hess proved profitable, as did the lack of exposure in ExxonMobil. In the utilities sector, PPL, a UK-based company, benefited from the outcome of the recent election, which reduced Brexit uncertainty and removed the threat of nationalization of utility companies. A position in Edison International, based in California, gained when the company received some regulatory relief from liabilities related to wildfires. Other positions that contributed positively to returns included two construction aggregate companies, Martin Marietta Materials and Vulcan Materials. Positions in Qualcomm, a semiconductor company, and L3Harris Technologies, a defense contractor, also proved advantageus.
Positioned for Further Gains
Given supportive monetary policy, resolution of Brexit uncertainty, improving economic data and progress on trade relations with China, we are optimistic about the economy and the prospect for stronger corporate earnings about 2020. In addition, value stocks appear to be attractive relative to the broader market. We have emphasized stocks in the financial, materials, information technology and energy sectors and have underweight positions in the real estate, consumer staples, communication services, utilities, consumer discretionary, health care and industrial sectors.
January 15, 2020
1 Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.
The fund’s return reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement in effect through March 31, 2020, at which time it may be extended, modified, or terminated. Had these expenses not been absorbed, returns would have been lower.
2 Source: Lipper Inc. — The Russell 1000® Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies that are considered more value-oriented relative to the overall market, as defined by Russell’s leading style methodology. The Russell 1000® Value Index is constructed to provide a comprehensive and unbiased barometer for the large-cap value segment. The Index is completely reconstituted annually to ensure new and growing equities are included, and that the represented companies continue to reflect value characteristics. Investors cannot invest directly in any index.
Please note: the position in any security highlighted with italicized typeface was sold during the reporting period.
Equities are subject generally to market, market sector, market liquidity, issuer and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.
The fund is only available as a funding vehicle under variable life insurance policies or variable annuity contracts issued by insurance companies. Individuals may not purchase shares of the fund directly. A variable annuity is an insurance contract issued by an insurance company that enables investors to accumulate assets on a tax-deferred basis for retirement or other long-term goals. The investment objective and policies of BNY Mellon Investment Portfolios, Core Value Portfolio made available through insurance products may be similar to those of other funds managed or advised by BNY Mellon Investment Adviser, Inc. However, the investment results of the fund may be higher or lower than, and may not be comparable to, those of any other BNY Mellon funds.
4
FUND PERFORMANCE(Unaudited)
![](https://capedge.com/proxy/N-CSR/0001056707-20-000001/x20021112072302.jpg)
Comparison of change in value of $10,000 investment in Initial shares and Service shares of BNY Mellon Investment Portfolios, Core Value Portfolio with a hypothetical investment of $10,000 in the Russell 1000® Value Index (the “Index”)
† Source: Lipper Inc.
Past performance is not predictive of future performance. The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection with investing in variable insurance contracts which will reduce returns.
The above graph compares a hypothetical investment of $10,000 made in Initial and Service shares of BNY Mellon Investment Portfolios, Core Value Portfolio on 12/31/09 to a hypothetical investment of $10,000 made in the Index on that date.
The fund’s performance shown in the line graph above takes into account all applicable fees and expenses. The Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies that are considered more value-oriented relative to the overall market as defined by Russell’s leading style methodology. The Index is constructed to provide a comprehensive and unbiased barometer for the large-cap value segment. The Index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect value characteristics. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.
5
FUND PERFORMANCE(Unaudited) (continued)
| | | |
Average Annual Total Returns as of 12/31/19 |
| 1 Year | 5 Years | 10 Years |
Initial shares | 26.81% | 8.31% | 11.08% |
Service shares | 26.59% | 8.01% | 10.80% |
Russell 1000® Value Index | 26.54% | 8.29% | 11.80% |
The performance data quoted represents past performance, which is no guarantee of future results. Share price and investment return fluctuate and an investor’s shares may be worth more or less than original cost upon redemption. Current performance may be lower or higher than the performance quoted. Go to www.bnymellonim.com/us for the fund’s most recent month-end returns.
The fund’s Initial shares are not subject to a Rule 12b-1 fee. The fund’s Service shares are subject to a 0.25% annual Rule 12b-1 fee. All dividends and capital gain distributions arereinvested.
The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
6
UNDERSTANDING YOUR FUND’S EXPENSES(Unaudited)
As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads), redemption fees and expenses associated with variable annuity or insurance contracts, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.
Review your fund’s expenses
The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Investment Portfolios, Core Value Portfolio from July 1, 2019 to December 31, 2019. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.
| | | | |
Expenses and Value of a $1,000 Investment | |
Assume actual returns for the six months ended December 31, 2019 | |
| | | | |
| | Initial Shares | Service Shares | |
Expense paid per $1,000† | $6.52 | $7.84 | |
Ending value (after expenses) | $1,103.10 | $1,102.40 | |
COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS(Unaudited)
Using the SEC’s method to compare expenses
The Securities and Exchange Commission (“SEC”) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.
| | | | |
Expenses and Value of a $1,000 Investment | |
Assuming a hypothetical 5% annualized return for the six months ended December 31, 2019 | |
| | | | |
| | Initial Shares | Service Shares | |
Expense paid per $1,000† | $6.26 | $7.53 | |
Ending value (after expenses) | $1,019.00 | $1,017.74 | |
† Expenses are equal to the fund’s annualized expense ratio of 1.23% for Initial Shares and 1.48% for Service Shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
7
STATEMENT OF INVESTMENTS
December 31, 2019
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 99.2% | | | | | |
Automobiles & Components - 1.1% | | | | | |
General Motors | | | | 3,598 | | 131,687 | |
Banks - 11.7% | | | | | |
Bank of America | | | | 10,696 | | 376,713 | |
Citigroup | | | | 4,217 | | 336,896 | |
JPMorgan Chase & Co. | | | | 3,914 | | 545,612 | |
U.S. Bancorp | | | | 3,112 | | 184,511 | |
| | | | 1,443,732 | |
Capital Goods - 7.4% | | | | | |
Gardner Denver Holdings | | | | 2,140 | a | 78,495 | |
Honeywell International | | | | 647 | | 114,519 | |
Ingersoll-Rand | | | | 552 | | 73,372 | |
L3Harris Technologies | | | | 623 | | 123,273 | |
Northrop Grumman | | | | 299 | | 102,847 | |
Quanta Services | | | | 2,851 | | 116,064 | |
United Technologies | | | | 1,984 | | 297,124 | |
| | | | 905,694 | |
Consumer Durables & Apparel - 2.0% | | | | | |
Lennar, Cl. A | | | | 2,285 | | 127,480 | |
PVH | | | | 1,171 | | 123,131 | |
| | | | 250,611 | |
Diversified Financials - 14.8% | | | | | |
Berkshire Hathaway, Cl. B | | | | 2,376 | a | 538,164 | |
Capital One Financial | | | | 887 | | 91,281 | |
E*TRADE Financial | | | | 3,842 | | 174,312 | |
LPL Financial Holdings | | | | 1,312 | | 121,032 | |
Morgan Stanley | | | | 4,485 | | 229,273 | |
Raymond James Financial | | | | 648 | | 57,970 | |
The Charles Schwab | | | | 1,297 | | 61,685 | |
The Goldman Sachs Group | | | | 1,336 | | 307,187 | |
Voya Financial | | | | 3,948 | b | 240,749 | |
| | | | 1,821,653 | |
Energy - 10.9% | | | | | |
Apergy | | | | 2,808 | a | 94,854 | |
Concho Resources | | | | 737 | | 64,539 | |
ConocoPhillips | | | | 2,845 | | 185,010 | |
Hess | | | | 3,763 | | 251,406 | |
Marathon Petroleum | | | | 4,426 | | 266,666 | |
Phillips 66 | | | | 2,210 | | 246,216 | |
Pioneer Natural Resources | | | | 661 | | 100,056 | |
Schlumberger | | | | 1,697 | | 68,219 | |
8
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 99.2% (continued) | | | | | |
Energy - 10.9% (continued) | | | | | |
Valero Energy | | | | 628 | | 58,812 | |
| | | | 1,335,778 | |
Food, Beverage & Tobacco - 3.3% | | | | | |
Archer-Daniels-Midland | | | | 3,096 | | 143,500 | |
Conagra Brands | | | | 3,840 | | 131,482 | |
PepsiCo | | | | 937 | | 128,060 | |
| | | | 403,042 | |
Health Care Equipment & Services - 7.7% | | | | | |
Anthem | | | | 428 | | 129,269 | |
Becton Dickinson and Co. | | | | 804 | | 218,664 | |
Cigna | | | | 314 | | 64,210 | |
CVS Health | | | | 884 | | 65,672 | |
Humana | | | | 263 | | 96,395 | |
Medtronic | | | | 3,249 | | 368,599 | |
| | | | 942,809 | |
Household & Personal Products - .9% | | | | | |
Colgate-Palmolive | | | | 1,651 | | 113,655 | |
Insurance - 6.0% | | | | | |
American International Group | | | | 2,885 | | 148,087 | |
Assurant | | | | 1,106 | | 144,974 | |
Chubb | | | | 1,145 | | 178,231 | |
The Hartford Financial Services Group | | | | 1,975 | | 120,021 | |
Willis Towers Watson | | | | 728 | | 147,012 | |
| | | | 738,325 | |
Materials - 9.8% | | | | | |
CF Industries Holdings | | | | 6,090 | | 290,737 | |
Freeport-McMoRan | | | | 10,755 | | 141,106 | |
Martin Marietta Materials | | | | 910 | | 254,472 | |
Newmont Goldcorp | | | | 3,616 | | 157,115 | |
The Mosaic Company | | | | 5,807 | | 125,663 | |
Vulcan Materials | | | | 1,657 | | 238,591 | |
| | | | 1,207,684 | |
Media & Entertainment - 2.8% | | | | | |
Alphabet, Cl. A | | | | 154 | a | 206,266 | |
Comcast, Cl. A | | | | 1,814 | | 81,576 | |
Omnicom Group | | | | 716 | b | 58,010 | |
| | | | 345,852 | |
Pharmaceuticals Biotechnology & Life Sciences - 3.2% | | | | | |
Biogen | | | | 203 | a | 60,236 | |
Bristol-Myers Squibb | | | | 932 | | 59,825 | |
Merck & Co. | | | | 1,039 | | 94,497 | |
Pfizer | | | | 4,592 | | 179,915 | |
| | | | 394,473 | |
9
STATEMENT OF INVESTMENTS (continued)
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 99.2% (continued) | | | | | |
Retailing - .5% | | | | | |
Target | | | | 468 | | 60,002 | |
Semiconductors & Semiconductor Equipment - 6.2% | | | | | |
Applied Materials | | | | 2,492 | | 152,112 | |
Broadcom | | | | 453 | | 143,157 | |
Microchip Technology | | | | 1,189 | b | 124,512 | |
Micron Technology | | | | 1,426 | a | 76,690 | |
Qualcomm | | | | 2,345 | | 206,899 | |
Texas Instruments | | | | 485 | | 62,221 | |
| | | | 765,591 | |
Software & Services - .5% | | | | | |
International Business Machines | | | | 433 | | 58,039 | |
Technology Hardware & Equipment - 2.7% | | | | | |
Apple | | | | 333 | | 97,785 | |
Corning | | | | 4,213 | | 122,640 | |
Western Digital | | | | 1,681 | | 106,693 | |
| | | | 327,118 | |
Telecommunication Services - 2.0% | | | | | |
AT&T | | | | 6,299 | | 246,165 | |
Transportation - 1.5% | | | | | |
Delta Air Lines | | | | 2,110 | | 123,393 | |
Union Pacific | | | | 331 | | 59,842 | |
| | | | 183,235 | |
Utilities - 4.2% | | | | | |
Edison International | | | | 2,638 | | 198,932 | |
PPL | | | | 8,939 | | 320,731 | |
| | | | 519,663 | |
Total Common Stocks(cost $9,277,216) | | | | 12,194,808 | |
| | | | | | | |
Exchange-Traded Funds - 1.0% | | | | | |
Registered Investment Companies - 1.0% | | | | | |
iShares Russell 1000 Value ETF (cost $122,539) | | | | 904 | | 123,378 | |
10
| | | | | | | |
|
Description | | 1-Day Yield (%) | | Shares | | Value ($) | |
Investment Companies - .2% | | | | | |
Registered Investment Companies - .2% | | | | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund (cost $28,641) | | 1.60 | | 28,641 | c | 28,641 | |
Total Investments(cost $9,428,396) | | 100.4% | | 12,346,827 | |
Liabilities, Less Cash and Receivables | | (.4%) | | (51,552) | |
Net Assets | | 100.0% | | 12,295,275 | |
ETF—Exchange-Traded Fund
aNon-income producing security.
bSecurity, or portion thereof, on loan. At December 31, 2019, the value of the fund’s securities on loan was $391,204 and the value of the collateral was $397,768, consisting of U.S. Government & Agency securities.
cInvestment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.
| |
Portfolio Summary (Unaudited)† | Value (%) |
Financials | 32.6 |
Health Care | 10.9 |
Energy | 10.9 |
Materials | 9.8 |
Information Technology | 9.4 |
Industrials | 8.8 |
Communication Services | 4.8 |
Utilities | 4.2 |
Consumer Staples | 4.2 |
Consumer Discretionary | 3.6 |
Investment Companies | 1.2 |
| 100.4 |
† Based on net assets.
See notes to financial statements.
11
STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS
| | | | | | |
Investment Companies | Value 12/31/18($) | Purchases($) | Sales($) | Value 12/31/19($) | Net Assets(%) | Dividends/ Distributions($) |
Registered Investment Companies; | | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund | 232,993 | 2,300,678 | 2,505,030 | 28,641 | .2 | 622 |
Investment of Cash Collateral for Securities Loaned; | | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund | - | 205,813,499 | 205,813,499 | - | - | - |
Total | 232,993 | 208,114,177 | 208,318,529 | 28,641 | .2 | 622 |
See notes to financial statements.
12
STATEMENT OF ASSETS AND LIABILITIES
December 31, 2019
| | | | | | |
| | | | | | |
| | | Cost | | Value | |
Assets ($): | | | | |
Investments in securities—See Statement of Investments (including securities on loan, valued at $391,204)—Note 1(b): | | | |
Unaffiliated issuers | 9,399,755 | | 12,318,186 | |
Affiliated issuers | | 28,641 | | 28,641 | |
Receivable for investment securities sold | | 58,236 | |
Dividends, interest and securities lending income receivable | | 13,503 | |
Receivable for shares of Beneficial Interest subscribed | | 11,740 | |
Prepaid expenses | | | | | 104 | |
| | | | | 12,430,410 | |
Liabilities ($): | | | | |
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(b) | | 6,395 | |
Payable for investment securities purchased | | 67,710 | |
Trustees’ fees and expenses payable | | 1,144 | |
Payable for shares of Beneficial Interest redeemed | | 447 | |
Other accrued expenses | | | | | 59,439 | |
| | | | | 135,135 | |
Net Assets ($) | | | 12,295,275 | |
Composition of Net Assets ($): | | | | |
Paid-in capital | | | | | 8,538,244 | |
Total distributable earnings (loss) | | | | | 3,757,031 | |
Net Assets ($) | | | 12,295,275 | |
| | | |
Net Asset Value Per Share | Initial Shares | Service Shares | |
Net Assets ($) | 11,563,582 | 731,693 | |
Shares Outstanding | 783,317 | 48,563 | |
Net Asset Value Per Share ($) | 14.76 | 15.07 | |
| | | |
See notes to financial statements. | | | |
13
STATEMENT OF OPERATIONS
Year Ended December 31, 2019
| | | | | | |
| | | | | | |
| | | | | | |
Investment Income ($): | | | | |
Income: | | | | |
Cash dividends: | |
Unaffiliated issuers | | | 365,335 | |
Affiliated issuers | | | 622 | |
Income from securities lending—Note 1(b) | | | 801 | |
Total Income | | | 366,758 | |
Expenses: | | | | |
Management fee—Note 3(a) | | | 111,509 | |
Professional fees | | | 86,245 | |
Chief Compliance Officer fees—Note 3(b) | | | 11,793 | |
Custodian fees—Note 3(b) | | | 10,689 | |
Prospectus and shareholders’ reports | | | 1,833 | |
Distribution fees—Note 3(b) | | | 1,743 | |
Interest expense—Note 2 | | | 999 | |
Trustees’ fees and expenses—Note 3(c) | | | 349 | |
Loan commitment fees—Note 2 | | | 322 | |
Shareholder servicing costs—Note 3(b) | | | 166 | |
Registration fees | | | 7 | |
Miscellaneous | | | 17,422 | |
Total Expenses | | | 243,077 | |
Less—reduction in expenses due to undertaking—Note 3(a) | | | (42,589) | |
Net Expenses | | | 200,488 | |
Investment Income—Net | | | 166,270 | |
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): | | |
Net realized gain (loss) on investments | 953,893 | |
Net change in unrealized appreciation (depreciation) on investments | 2,259,345 | |
Net Realized and Unrealized Gain (Loss) on Investments | | | 3,213,238 | |
Net Increase in Net Assets Resulting from Operations | | 3,379,508 | |
| | | | | | |
See notes to financial statements. | | | | | |
14
STATEMENT OF CHANGES IN NET ASSETS
| | | | | | | | | |
| | | | Year Ended December 31, |
| | | | 2019 | | 2018 | |
Operations ($): | | | | | | | | |
Investment income—net | | | 166,270 | | | | 153,517 | |
Net realized gain (loss) on investments | | 953,893 | | | | 1,729,935 | |
Net change in unrealized appreciation (depreciation) on investments | | 2,259,345 | | | | (4,004,534) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | 3,379,508 | | | | (2,121,082) | |
Distributions ($): | |
Distributions to shareholders: | | | | | | | | |
Initial Shares | | | (1,915,369) | | | | (3,841,035) | |
Service Shares | | | (76,427) | | | | (155,263) | |
Total Distributions | | | (1,991,796) | | | | (3,996,298) | |
Beneficial Interest Transactions ($): | |
Net proceeds from shares sold: | | | | | | | | |
Initial Shares | | | 337,474 | | | | 2,430,661 | |
Service Shares | | | 162,337 | | | | 285,250 | |
Distributions reinvested: | | | | | | | | |
Initial Shares | | | 1,915,369 | | | | 3,841,035 | |
Service Shares | | | 76,427 | | | | 155,263 | |
Cost of shares redeemed: | | | | | | | | |
Initial Shares | | | (8,410,384) | | | | (2,922,797) | |
Service Shares | | | (183,613) | | | | (374,047) | |
Increase (Decrease) in Net Assets from Beneficial Interest Transactions | (6,102,390) | | | | 3,415,365 | |
Total Increase (Decrease) in Net Assets | (4,714,678) | | | | (2,702,015) | |
Net Assets ($): | |
Beginning of Period | | | 17,009,953 | | | | 19,711,968 | |
End of Period | | | 12,295,275 | | | | 17,009,953 | |
Capital Share Transactions (Shares): | |
Initial Shares | | | | | | | | |
Shares sold | | | 25,519 | | | | 153,714 | |
Shares issued for distributions reinvested | | | 148,248 | | | | 268,041 | |
Shares redeemed | | | (647,694) | | | | (184,242) | |
Net Increase (Decrease) in Shares Outstanding | (473,927) | | | | 237,513 | |
Service Shares | | | | | | | | |
Shares sold | | | 11,524 | | | | 17,693 | |
Shares issued for distributions reinvested | | | 5,786 | | | | 10,613 | |
Shares redeemed | | | (13,246) | | | | (24,574) | |
Net Increase (Decrease) in Shares Outstanding | 4,064 | | | | 3,732 | |
| | | | | | | | | |
See notes to financial statements. | | | | | | | | |
15
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. The fund’s total returns do not reflect expenses associated with variable annuity or insurance contracts. These figures have been derived from the fund’s financial statements.
| | | | | | |
| | |
| Year Ended December 31, |
Initial Shares | | 2019 | 2018 | 2017 | 2016 | 2015 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | | 13.06 | 18.58 | 17.58 | 17.61 | 20.38 |
Investment Operations: | | | | | | |
Investment income—neta | | .16 | .12 | .13 | .19 | .17 |
Net realized and unrealized gain (loss) on investments | | 3.12 | (1.88) | 2.25 | 2.46 | (.55) |
Total from Investment Operations | | 3.28 | (1.76) | 2.38 | 2.65 | (.38) |
Distributions: | | | | | | |
Dividends from investment income—net | | (.12) | (.18) | (.21) | (.18) | (.16) |
Dividends from net realized gain on investments | | (1.46) | (3.58) | (1.17) | (2.50) | (2.23) |
Total Distributions | | (1.58) | (3.76) | (1.38) | (2.68) | (2.39) |
Net asset value, end of period | | 14.76 | 13.06 | 18.58 | 17.58 | 17.61 |
Total Return (%) | | 26.81 | (11.24) | 14.47 | 18.32 | (2.22) |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | | 1.62 | 1.51 | 1.17 | 1.07 | 1.07 |
Ratio of net expenses to average net assets | | 1.34 | 1.51 | 1.17 | 1.07 | 1.07 |
Ratio of net investment income to average net assets | | 1.13 | .80 | .75 | 1.20 | .92 |
Portfolio Turnover Rate | | 91.68 | 118.35 | 91.07 | 87.64 | 105.48 |
Net Assets, end of period ($ x 1,000) | | 11,564 | 16,418 | 18,949 | 17,958 | 19,216 |
a Based on average shares outstanding.
See notes to financial statements.
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| | | | | | | |
| | |
| Year Ended December 31, |
Service Shares | | 2019 | 2018 | 2017 | 2016 | 2015 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | | 13.30 | 18.71 | 17.71 | 17.71 | 20.48 |
Investment Operations: | | | | | | |
Investment income—neta | | .12 | .09 | .09 | .15 | .12 |
Net realized and unrealized gain (loss) on investments | | 3.20 | (1.92) | 2.25 | 2.48 | (.55) |
Total from Investment Operations | | 3.32 | (1.83) | 2.34 | 2.63 | (.43) |
Distributions: | | | | | | |
Dividends from investment income—net | | (.09) | - | (.17) | (.13) | (.11) |
Dividends from net realized gain on investments | | (1.46) | (3.58) | (1.17) | (2.50) | (2.23) |
Total Distributions | | (1.55) | (3.58) | (1.34) | (2.63) | (2.34) |
Net asset value, end of period | | 15.07 | 13.30 | 18.71 | 17.71 | 17.71 |
Total Return (%) | | 26.59 | (11.51) | 14.07 | 18.00 | (2.50) |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | | 1.88 | 1.76 | 1.42 | 1.32 | 1.32 |
Ratio of net expenses to average net assets | | 1.59 | 1.76 | 1.42 | 1.32 | 1.32 |
Ratio of net investment income to average net assets | | .84 | .54 | .50 | .94 | .67 |
Portfolio Turnover Rate | | 91.68 | 118.35 | 91.07 | 87.64 | 105.48 |
Net Assets, end of period ($ x 1,000) | | 732 | 592 | 763 | 11,745 | 10,927 |
a Based on average shares outstanding.
See notes to financial statements.
17
NOTES TO FINANCIAL STATEMENTS
NOTE 1—Significant Accounting Policies:
Core Value Portfolio (the “fund”) is a separate diversified series of BNY Mellon Investment Portfolios (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering four series, including the fund. The fund is only offered to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. The fund’s investment objective is to seek long-term growth of capital, with current income as a secondary objective. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser.
Effective June 3, 2019, the Company changed its name from Dreyfus Investment Portfolios to BNY Mellon Investment Portfolios. In addition, The Dreyfus Corporation, the fund’s investment adviser, changed its name to “BNY Mellon Investment Adviser, Inc.”, MBSC Securities Corporation, the fund’s distributor, changed its name to “BNY Mellon Securities Corporation” and Dreyfus Transfer, Inc., the fund’s transfer agent, changed its name to “BNY Mellon Transfer, Inc.”
BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares, which are sold without a sales charge. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Initial and Service. Each class of shares has identical rights and privileges, except with respect to the Distribution Plan, and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.
The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under
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authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.
The Companyenters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.
(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.
Various inputs are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized in the three broad levels listed below:
Level 1—unadjusted quoted prices in active markets for identical investments.
Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
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NOTES TO FINANCIAL STATEMENTS(continued)
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:
Investments in equity securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. For open short positions, asked prices are used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are generally categorized within Level 1 of the fair value hierarchy.
Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.
Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.
When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Company’s Board of Trustees (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.
For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and such securities are generally categorized within Level 3 of the fair value hierarchy.
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The following is a summary of the inputs used as of December 31, 2019in valuing the fund’s investments:
| | | | |
Assets ($) | Level 1 - Unadjusted Quoted Prices | Level 2 - Other Significant Observable Inputs | Level 3 -Significant Unobservable Inputs | Total |
Investments in Securities:† | | | |
Equity Securities - Common Stocks | 12,194,808 | - | - | 12,194,808 |
Exchange-Traded Funds | 123,378 | - | - | 123,378 |
Investment Companies | 28,641 | - | - | 28,641 |
† See Statement of Investments for additional detailed categorizations, if any.
(b)Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.
Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended December 31, 2019, The Bank of New York Mellon earned $166 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.
21
NOTES TO FINANCIAL STATEMENTS(continued)
(c) Affiliated issuers: Investments in other investment companies advised by the Adviser are considered “affiliated” under the Act.
(d) Dividends and distributions to shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.
(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income and net realized capital gain sufficient to relieve it from substantially all federal income and excise taxes.
As of and during the period ended December 31, 2019, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended December 31, 2019, the fund did not incur any interest or penalties.
Each tax year in the four-year period ended December 31, 2019 remains subject to examination by the Internal Revenue Service and state taxing authorities.
At December 31, 2019, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $169,814, undistributed capital gains $907,609 and unrealized appreciation $2,679,608.
The tax character of distributions paid to shareholders during the fiscal periods ended December 31, 2019 and December 31, 2018 were as follows: ordinary income $181,713 and $1,071,941, and long-term capital gains $1,810,083 and $2,924,357, respectively.
(f) New Accounting Pronouncements: Effective June 1, 2019, the fund adopted Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The update provides guidance that eliminates, adds and modifies certain disclosure
22
requirements for fair value measurements. The adoption of ASU 2018-13 had no impact on the operations of the fund for the period ended December 31, 2019.
NOTE 2—Bank Lines of Credit:
The fund participates with other long-term open-end funds managed by the Adviser in a $1.030 billion unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by The Bank of New York Mellon (the “BNYM Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $830 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is in amount equal to $200 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.
The average amount of borrowings outstanding under the Facilities during the period ended December 31, 2019 was approximately $30,140 with a related weighted average annualized interest rate of 3.31%.
NOTE 3—Management Fee and Other Transactions with Affiliates:
(a)Pursuant to a management agreement with the Adviser, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly. The Adviser has contractually agreed, from August 30, 2019through March 31, 2020, to waive receipt of its fees and/or assume the direct expenses of the fund, so that the expenses of the fund (excluding Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.00% of the value of the fund’s average daily net assets. On or after March 31, 2020, the Adviser may terminate this expense limitation at any time. The reduction in expenses, pursuant to the undertaking, amounted to $42,589 during the period ended December 31, 2019.
(b)Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Service shares pay the Distributor for distributing its shares, for servicing and/or maintaining Service shares’ shareholder accounts and for
23
NOTES TO FINANCIAL STATEMENTS(continued)
advertising and marketing for Service shares. The Distribution Plan provides for payments to be made at an annual rate of .25% of the value of the Service shares’ average daily net assets. The Distributor may make payments to Participating Insurance Companies and to brokers and dealers acting as principal underwriter for their variable insurance products. The fees payable under the Distribution Plan are payable without regard to actual expenses incurred. During the period ended December 31, 2019,Service shares were charged $1,743 pursuant to the Distribution Plan.
The fund has an arrangement with the transfer agent whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency fees. The fund had an arrangement with the custodian to receive earnings credits when positive cash balances were maintained, which were used to offset custody fees. Effective February 1, 2019, the arrangement with the custodian changed whereby the fund will no longer receive earnings credits to offset its custody fees and will receive interest income or overdraft fees going forward. For financial reporting purposes, the fund includes net earnings credits, if any, as an expense offset in the Statement of Operations.
The fund compensates BNY Mellon Transfer, Inc., a wholly-owned subsidiary of the Adviser, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended December 31, 2019, the fund was charged $150 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations.
The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended December 31, 2019, the fund was charged $10,689 pursuant to the custody agreement.
During the period ended December 31, 2019, the fund was charged $11,793 for services performed by the Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.
The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $7,721 Distribution Plan fees of $153, custodian fees of $3,600, Chief Compliance Officer fees of $3,261 and transfer agency fees of $215,
24
which are offset against an expense reimbursement currently in effect in the amount of $8,555.
(c) Each Board member also serves as a Board member of other funds in the BNY Mellon Family of Funds complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.
NOTE 4—Securities Transactions:
The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended December 31, 2019, amounted to $13,814,518 and $21,742,376, respectively.
At December 31, 2019, the cost of investments for federal income tax purposes was $9,667,219; accordingly, accumulated net unrealized appreciation on investments was $2,679,608, consisting of $2,996,148 gross unrealized appreciation and $316,540 gross unrealized depreciation.
NOTE 5—Plan of Liquidation:
On November 26, 2019, the Board approved a Plan of Liquidation (the “Plan”). The Plan provides for the liquidation of the fund, the pro rata distribution of the assets of the fund to its shareholders and the closing of fund shareholder accounts (the “Liquidation”). The Liquidation of the fund will occur on or about April 30, 2020. Accordingly, effective March 31, 2020, the fund will be closed to any investments for new accounts.
25
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Trustees of Core Value Portfolio
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Core Value Portfolio (the “Fund”) (one of the funds constituting BNY Mellon Investment Portfolios), including the statements of investments and investments in affiliated issuers, as of December 31, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Investment Portfolios) at December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
![](https://capedge.com/proxy/N-CSR/0001056707-20-000001/x20021112072400.jpg)
We have served as the auditor of one or more investment companies in the BNY Mellon Family of Funds since at least 1957, but we are unable to determine the specific year.
New York, New York
February 10, 2020
26
IMPORTANT TAX INFORMATION(Unaudited)
For federal tax purposes, the portfolio hereby reports 100% of the ordinary dividends paid during the fiscal year ended December 31, 2019 as qualifying for the corporate dividends received deduction. Shareholders will receive notification in early 2020 of the percentage applicable to the preparation of their 2019 income tax returns. Also, the portfolio hereby reports $.0238 per share as a short-term capital gain distribution and $1.4315 per share as a long-term capital gain distribution paid on March 21, 2019.
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INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited)
At a meeting of the fund’s Board of Trustees held on July 23-24, 2019, the Board considered the renewalof the fund’s Management Agreement pursuant to which the Adviser provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser. In considering the renewal of the Agreement, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.
Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information provided to it at the meeting and in previous presentations from representatives of the Adviser regarding the nature, extent, and quality of the services provided to funds in the BNY Mellon fund complex. The Adviser provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. The Adviser also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the BNY Mellon fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or the Adviser) and the Adviser’s corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.
The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that the Adviser also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered the Adviser’s extensive administrative, accounting and compliance infrastructures. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.
Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, which included information comparing (1) 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 May 31, 2019, and (2) 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. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to
28
select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds. They also considered that performance generally should be considered over longer periods of time, although it is possible that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to affect disproportionately long-term performance. The Board discussed with representatives of the Adviser and/or its affiliates the results of the comparisons and considered that the fund’s total return performance above the Performance Group median in the three-year period; above and equal to the Performance Group median and Performance Universe median, respectively, in the four-year period; above the Performance Universe median in the five-year period; and below the Performance Group and Performance Universe medians in the remaining periods. The Board also considered the relative proximity of the fund’s performance to the Performance Group median in the five-year period (one basis point) and the Performance Group and Performance Universe medians in the ten-year period (within ten basis points). The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index, and it was considered that the fund’s returns were above the returns of the index in five of the ten calendar years shown.
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 considered that the fund’s contractual management fee was at the Expense Group median and the fund’s actual management fee and total expenses were above the Expense Group and Expense Universe medians.
Representatives of the Adviser reviewed with the Board the management or investment advisory fees (1) paid by funds advised or administered by the Adviser that are in the same Lipper category as the fund and (2) paid to the Adviser, or the primary employer of the fund’s primary portfolio manager(s) that is affiliated with the Adviser, for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee.
Analysis of Profitability and Economies of Scale. Representatives of the Adviser reviewed the expenses allocated and profit received by the Adviser and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to the Adviser and its affiliates for managing the funds in the BNY Mellon fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the
29
INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited) (continued)
services rendered and service levels provided by the Adviser. The Board also had been provided with information prepared by an independent consulting firm regarding the Adviser’s approach to allocating costs to, and determining the profitability of, individual funds and the entire BNY Mellon fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.
The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreement, considered in relation to the mix of services provided by the Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreement and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have realized any economies of scale would be less. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser from acting as investment adviser and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.
At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreement. Based on the discussions and considerations as described above, the Board concluded and determined as follows.
· The Board concluded that the nature, extent and quality of the services provided by the Adviser are adequate and appropriate.
· The Board agreed to closely monitor performance and determined to approve renewal of the Agreement only until the first quarter 2020 regular Board meeting.
· The Board concluded that the fee paid to the Adviser continued to be appropriate under the circumstances and in light of the factors and the totality of the services provided as discussed above.
· The Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.
30
In evaluating the Agreement, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with the Adviser and its affiliates, of the Adviser and the services provided to the fund by the Adviser. The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreement, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of the Agreement for the fund, or substantially similar agreements for other BNY Mellon funds that the Board oversees, during which lengthy discussions took place between the Board and representatives of the Adviser. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the fund’s arrangements, or substantially similar arrangements for other BNY Mellon funds that the Board oversees, in prior years. The Board determined to renew the Agreement through the first quarter 2020 regular Board meeting.
31
BOARD MEMBERS INFORMATION(Unaudited)
INDEPENDENT BOARD MEMBERS
Joseph S. DiMartino (76)
Chairman of the Board (1995)
Principal Occupation During Past 5 Years:
· Corporate Director and Trustee (1995-Present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ, Inc., a public company providing professional business services, products and solutions,Director (1997-Present)
No. of Portfolios for which Board Member Serves:118
———————
Francine J. Bovich (68)
Board Member (2015)
Principal Occupation During Past 5 Years:
· Trustee, The Bradley Trusts, private trust funds (2011-Present)
Other Public Company Board Memberships During Past 5 Years:
· Annaly Capital Management, Inc., a real estate investment trust,Director (2014-Present)
No. of Portfolios for which Board Member Serves:69
———————
J. Charles Cardona (64)
Board Member (2014)
Principal Occupation During Past 5 Years:
· President of the Adviser (2008-2016)
· Chairman (2013-2016) and Executive Vice President (1997-2013) of the Distributor
Other Public Company Board Memberships During Past 5 Years:
· BNY Mellon Liquidity Funds,Chairman andDirector (2019-Present)
No. of Portfolios for which Board Member Serves:33
———————
Gordon J. Davis (78)
Board Member (2012)
Principal Occupation During Past 5 Years:
· Partner in the law firm of Venable LLP (2012-Present)
Other Public Company Board Memberships During Past 5 Years:
· Consolidated Edison, Inc., a utility company, Director (1989-2014)
· The Phoenix Companies, Inc., a life insurance company,Director (2000-2014)
No. of Portfolios for which Board Member Serves:53
———————
32
Andrew J. Donohue (69)
Board Member (2019)
Principal Occupation During Past 5 Years:
· Of Counsel, Shearman & Sterling LLP (2017-2019)
· Chief of Staff to the Chair of the SEC (2015-2017)
· Managing Director and Investment Company General Counsel of Goldman Sachs (2012-2015)
Other Public Company Board Memberships During Past 5 Years:
· Oppenheimer Funds (58 funds),Director (2017-2019)
No. of Portfolios for which Board Member Serves:55
———————
Isabel P. Dunst (72)
Board Member (2014)
Principal Occupation During Past 5 Years:
· Senior Counsel, Hogan Lovells LLP (2018-2019); Of Counsel (2015-2018); Partner (1990-2014)
No. of Portfolios for which Board Member Serves:33
———————
Nathan Leventhal (76)
Board Member (2009)
Principal Occupation During Past 5 Years:
· President Emeritus of Lincoln Center for the Performing Arts (2001-Present)
· President of the Palm Beach Opera (2016-Present)
· Chairman of the Avery Fisher Artist Program, Lincoln Center (1997-2014)
Other Public Company Board Memberships During Past 5 Years:
· Movado Group, Inc., a public company that designs, sources, markets and distributes watchesDirector (2003-Present)
No. of Portfolios for which Board Member Serves:47
———————
Robin A. Melvin (56)
Board Member (2014)
Principal Occupation During Past 5 Years:
· Co-chairman, Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois (2014-Present); Board member (2013-Present)
No. of Portfolios for which Board Member Serves:96
———————
33
BOARD MEMBERS INFORMATION (Unaudited) (continued)
INDEPENDENT BOARD MEMBERS (continued)
Roslyn M. Watson (70)
Board Member (2014)
Principal Occupation During Past 5 Years:
· Principal, Watson Ventures, Inc., a real estate investment company (1993-Present)
Other Public Company Board Memberships During Past 5 Years:
· American Express Bank, FSB,Director (1993-2018)
No. of Portfolios for which Board Member Serves:55
———————
Benaree Pratt Wiley (73)
Board Member (2009)
Principal Occupation During Past 5 Years:
· Principal, The Wiley Group, a firm specializing in strategy and business development (2005-Present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ, Inc., a public company providing professional business services, products and solutions,Director (2008-Present)
· Blue Cross Blue Shield of Massachusetts, Director (2004-Present)
No. of Portfolios for which Board Member Serves:75
———————
Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street, New York, New York 10286. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.
Clifford L. Alexander, Jr., Emeritus Board Member
Whitney I. Gerard, Emeritus Board Member
George L. Perry, Emeritus Board Member
34
OFFICERS OF THE FUND(Unaudited)
RENEE LAROCHE-MORRIS, President since May 2019.
President and a director of BNY Mellon Investment Adviser, Inc. since January 2018. She is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser. She is 48 years old and has been an employee of BNY Mellon since 2003.
JAMES WINDELS, Treasurer since November 2001.
Director- BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 61 years old and has been an employee of the Adviser since April 1985.
BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.
Chief Legal Officer of the Adviser and Associate General Counsel and Managing Director of BNY Mellon since June 2015; Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division from June 2005 to June 2015, and as Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 48 years old and has been an employee of the Adviser since June 2015.
DAVID DIPETRILLO, Vice President since May 2019.
Head of North America Product, BNY Mellon Investment Management since January 2018, Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017; Head of US Retail Product and Channel Marketing, BNY Mellon Investment Management from January 2014 to December 2015. He is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser. He is 41 years old and has been an employee of BNY Mellon since 2005.
JAMES BITETTO, Vice President since August 2005 and Secretary since February 2018.
Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 53 years old and has been an employee of the Adviser since December 1996.
SONALEE CROSS, Vice President and Assistant Secretary since March 2018.
Counsel of BNY Mellon since October 2016; Associate at Proskauer Rose LLP from April 2016 to September 2016; Attorney at EnTrust Capital from August 2015 to February 2016; Associate at Sidley Austin LLP from September 2013 to August 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 32 years old and has been an employee of the Adviser since October 2016.
DEIRDRE CUNNANE, Vice President and Assistant Secretary since March 2019.
Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018; Trustee Associate at BNY Mellon Trust Company (Ireland) Limited from August 2013 to February 2016. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 29 years old and has been an employee of the Adviser since August 2018.
SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.
Managing Counsel of BNY Mellon since December 2017, Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 44 years old and has been an employee of the Adviser since March 2013.
JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.
Senior Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 54 years old and has been an employee of the Adviser since October 1990.
PETER M. SULLIVAN, Vice President and Assistant Secretary since March 2019.
Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 51 years old and has been an employee of the Adviser since April 2004.
35
OFFICERS OF THE FUND (Unaudited)(continued)
NATALYA ZELENSKY, Vice President and Assistant Secretary since March 2017.
Managing Counsel of BNY Mellon since December 2019; Counsel of BNY Mellon from May 2016 to December 2019; Attorney at Wildermuth Endowment Strategy Fund/Wildermuth Advisory, LLC from November 2015 to May 2016 and Assistant General Counsel at RCS Advisory Services from July 2014 to November 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 34 years old and has been an employee of the Adviser since May 2016.
GAVIN C. REILLY, Assistant Treasurer since December 2005.
Tax Manager - BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 51 years old and has been an employee of the Adviser since April 1991.
ROBERT S. ROBOL, Assistant Treasurer since August 2002.
Senior Accounting Manager- BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 55 years old and has been an employee of the Adviser since October 1988.
ROBERT SALVIOLO, Assistant Treasurer since July 2007.
Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 52 years old and has been an employee of the Adviser since June 1989.
ROBERT SVAGNA, Assistant Treasurer since December 2002.
Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 52 years old and has been an employee of the Adviser since November 1990.
JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.
Chief Compliance Officer of the Adviser, the BNY Mellon Family of Funds and BNY Mellon Funds Trust (63 investment companies, comprised of 141 portfolios). He is 62 years old and has served in various capacities with the Adviser since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.
CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016.
Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor. She is an officer of 56 investment companies (comprised of 134 portfolios) managed by the Adviser. She is 51 years old and has been an employee of the Distributor since 1997.
36
NOTES
37
BNY Mellon Investment Portfolios, Core Value Portfolio
240 Greenwich Street
New York, NY 10286
Adviser
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, NY 10286
Custodian
The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286
Transfer Agent &
Dividend Disbursing Agent
BNY Mellon Transfer, Inc.
240 Greenwich Street
New York, NY 10286
Distributor
BNY Mellon Securities Corporation
240 Greenwich Street
New York, NY 10286
Telephone 1-800-258-4260 or 1-800-258-4261
Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 Attn: Institutional Services Department
E-mailSend your request to info@bnymellon.com
InternetInformation can be viewed online or downloaded atwww.bnymellonim.com/us
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-PORT. The fund’s Forms N-PORT are available on the SEC’s website atwww.sec.gov.
A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available atwww.bnymellonim.com/us and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.
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