UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number | 811-04813 |
| |
| BNY Mellon Investment Funds I | |
| (Exact name of Registrant as specified in charter) | |
| | |
| c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street New York, New York 10286 | |
| (Address of principal executive offices) (Zip code) | |
| | �� |
| Deirdre Cunnane, Esq. 240 Greenwich Street New York, New York 10286 | |
| (Name and address of agent for service) | |
|
Registrant's telephone number, including area code: | (212) 922-6400 |
| |
Date of fiscal year end: | 09/30 | |
Date of reporting period: | 03/31/23 | |
| | | | | | |
The following N-CSR relates only to the Registrant's series listed below and does not relate to any series of the Registrant with a different fiscal year end and, therefore, different N-CSR reporting requirements. A separate N-CSR will be filed for any series with a different fiscal year end, as appropriate.
BNY Mellon Diversified Emerging Markets Fund
BNY Mellon International Equity Fund
BNY Mellon Small Cap Growth Fund
BNY Mellon Small Cap Value Fund
BNY Mellon Small/Mid Cap Growth Fund
FORM N-CSR
| Item 1. | Reports to Stockholders. |
BNY Mellon Diversified Emerging Markets Fund
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SEMI-ANNUAL REPORT March 31, 2023 |
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The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other person in the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change at any time based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund in the BNY Mellon Family of Funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any fund in the BNY Mellon Family of Funds. |
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Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
THE FUND
FOR MORE INFORMATION
Back Cover
DISCUSSION OF FUND PERFORMANCE (Unaudited)
For the period from October 1, 2022, through March 31, 2023, as provided by portfolio managers Julianne McHugh and Peter D. Goslin, CFA, of Newton Investment Management North America, LLC, sub-adviser.
Market and Fund Performance Overview
For the six-month period ended March 31, 2023, BNY Mellon Diversified Emerging Markets Fund (the “fund”) produced a total return of 16.13% for Class A shares, 15.71% for Class C shares, 16.32% for Class I shares and 16.29% for Class Y shares.1 In comparison, the fund’s benchmark, the MSCI Emerging Markets Index (the “Index”), produced a return of 14.04% for the same period.2
Emerging-markets stocks gained significant ground on broad economic growth, signs that inflation was coming under control and optimism regarding China’s post-pandemic reopening. The fund outperformed the Index due to a variety of strategy-specific reasons.
The Fund’s Investment Approach
The fund seeks long-term capital growth. To pursue its goal, the fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities (or other instruments with similar economic characteristics) of companies located, organized or with a majority of assets or business in emerging markets countries, including other investment companies that invest in such securities.
The fund may use a “fund of funds” approach by investing in one or more underlying funds and/or a “manager of managers” approach by selecting one or more experienced investment managers to serve as sub-advisers to the fund. The fund currently allocates its assets among an Active Equity Strategy and Multi-Factor Equity Strategy separately employed by Newton Investment Management North America, LLC, the fund’s sub-adviser, and BNY Mellon Global Emerging Markets Fund (the Newton Fund), an affiliated underlying fund, which is sub-advised by Newton Investment Management Limited. BNY Mellon Investment Adviser, Inc. determines the investment strategies and sets the target allocations.
Emerging-Markets Equities Rebound on Positive Macroeconomic Trends
In the wake of sharp declines during the prior year related to the pandemic, the war in Ukraine and rising inflation, emerging-markets equities rebounded strongly during the reporting period. In early October 2022, evidence of decelerating price growth in the U.S. ISM (Institute for Supply Management) manufacturing report raised hopes that inflation had peaked, ensuring risk assets got off to a flying start. Further positive momentum was injected the following month, when U.S. consumer price inflation came in lower than expected. Stocks maintained their upward trajectory at year end as China eased its draconian COVID-19 policies, signaling a widely anticipated economic reopening.
Positive trends continued in early 2023, with risk-on sentiment predominating in January. However, as the quarter progressed, several issues took a toll on sentiment. January’s U.S. inflation prints came in ahead of expectations, while headline employment data was also very robust. This prompted the U.S. Federal Reserve to underscore its hawkish stance, and, in turn, put pressure on risk assets, with effects rippling through the world’s emerging markets. Another major challenge arose in early March, as signs of stress emerged in the U.S. banking
2
sector, when two banks collapsed as a result of heavy losses on their government bond portfolios combined with massive deposit flight. This was soon followed by the enforced takeover of the ailing Credit Suisse by UBS under the auspices of the Swiss authorities. However, fears of further contagion in the banking industry were quelled following rapid action by the U.S. authorities and major banks, enabling global equities to regain their upward momentum during the final two weeks of the period. For the entire period, among major emerging markets, Turkey delivered notably strong performance, with Mexico and China outperforming the Index, while Indonesia, India and Brazil lagged.
Fund Strategies Outperform as Equities Rise
The Multi-Factor Equity Strategy outperformed the Index primarily due to strong stock selection in the consumer discretionary, industrials and utilities sectors, and in Hong Kong and Taiwan. Dividend yield and value factors generally contributed positively to performance, while momentum and quality factors detracted. Top-performing individual holdings included China-based Internet and technology company Alibaba Group Holding Ltd, Taiwan-based semiconductor maker Realtek Semiconductor Corp., South Korea-based construction and farm equipment manufacturer Doosan Bobcat, Inc., and China-based medical product retailer and distributor Sinopharm Group Co. Ltd., Cl. H. Conversely, relative performance suffered due to weak selection in the materials and consumer staples sectors. From a country perspective, selection in South Africa undermined relative returns. Notably underperforming holdings included India-based pharmaceutical company Cipla Ltd., United Arab Emirates-based financial institution First Abu Dhabi Bank PJSC, Brazil- based meat processor JBS SA and Saudi Arabia based financial firm Al Rajhi Bank.
The Newton Fund Strategy benefited from relatively strong stock selection in financials, led by a position in South Korea-based property & casualty insurer DB Insurance Co. Ltd., which gained on the back of past rate hikes and a benign regulatory environment likely to enhance underwriting profits. The Newton Fund’s overweight and stock selection in Taiwan also contributed to strong performance relative to the Index, as Taiwan-based financial leasing company Chailease Holding Co. Ltd. rallied on the improved outlook for China loan growth following the country’s reopening. Conversely, stock selection in the communication services sector detracted from relative returns, driven by the Newton Fund’s lack of exposure to a few major Index components—such as Tencent Holdings Ltd.—that benefited from China’s reopening. Relative returns were further pressured by weak stock selection in South Africa, most notable precious metals mining company Sibanye Stillwater Ltd., which faced operational challenges in early 2023.
Relative to the Index, the Active Equity Strategy’s performance benefited most from relatively underweight exposure to Petroleo Brasileiro SA, ADR, a major Index component and Brazil’s largest oil and gas producer, which experienced sharp declines in share price in late 2022 when Brazilian lawmakers approved changes to a law that shields state-controlled companies from political interference. Another notably strong contributor to relative returns, holdings in China Resources Sanjiu Medical & Pharmaceutical Co. Ltd., Cl. A, benefited from China opening optimism and from positive reaction to the announcement of the company’s purchase of a significant stake in fellow drug maker KPC Pharmaceuticals. On a regional basis, zero exposure to Saudi Arabia, the United Arab Emirates and Qatar
3
DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)
bolstered relative returns, amid a weak oil and gas price environment. China/Hong Kong positions also contributed positively, led by China Resources Sanjiu Medical & Pharmaceutical, mentioned above, along with insurers AIA and Ping An Insurance Group Company of China Ltd., Cl. H, internet giant Tencent Holdings Ltd. and fast-food restaurant company Yum China Holdings, Inc. Significant detractors included Brazilian financial holdings, including private bank Banco Bradesco, which reported a fall in profits and raised its forecast for the reserves needed to cover bad loans in 2023; stock exchange B3, which reported reduced volumes and lower-than-expected profits owing to cost increases; and investment platform XP Inc., which reported weaker-than-expected financial results driven by the high-rate environment and post-election uncertainty in Brazil. Elsewhere, shares in U.S.-based miner Livent Corp. lost ground in the face of potential overcapacity and short-term headwinds for electric-vehicle sales.
Seeking Opportunities as Recession Concerns Recede
As of the end of the reporting period, emerging-markets equities continue to confront uncertainties related to high levels of inflation and ongoing rate hikes by central banks, as well as the potential for disruptions related to U.S.-China tensions. Some equities appear richly valued, given ongoing recessionary risks and the potential for tighter credit conditions in the wake of the March 2023 banking crisis. On the other hand, the outlook has brightened as inflation has shown signs of easing, and central banks have reduced the pace of rate increases. Most emerging nations continue to exhibit economic resilience despite the pressures of recent years, setting the stage for potential further market gains.
The Multi-Factor Equity Strategy continues to employ its quantitative strategy, seeking to invest in a broadly diversified portfolio of stocks that exhibit both attractive valuations and proven fundamentals while remaining risk controlled, relative to the Index, in terms of sector, country and market capitalization. As of March 31, 2023, the strategy holds mildly overweight exposure, compared to the Index, to the information technology and communication services sectors, and to Malaysia, while holding mildly underweighted exposure to industrials, real estate and consumer staples from a sector perspective, and to Qatar and the United Arab Emirates from a country perspective.
The Newton Fund Strategy remains focused on stock-level fundamentals, looking for stocks experiencing positive momentum drivers in the form of positive earnings revisions and trends, attractive valuations, and strong quality characteristics. As of March 31, 2023, the strategy holds relatively overweight exposure to the consumer discretionary sector and Taiwan, and underweight exposure to consumer staples and materials, and to Saudi Arabia.
The Active Equity Strategy notes that emerging-markets equities currently trade at an unusually high discount to developed markets, providing a conducive investment backdrop if shorter-term variables prove favorable. As of March 31, 2023, the strategy holds overweight exposure to India, where we find many of the best bottom-up investment opportunities, and China/Hong Kong, which we expect to benefit from China’s initiatives designed to upgrade the economy to become self-sufficient or even assume leadership in certain strategic and value-add industries. On a sector basis, the fund holds its largest overweight positions in consumer staples and industrials, where we find several businesses
4
with attractive attributes, such as attractive long-term growth opportunities and high returns on capital.
April 17, 2023
1 Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. 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 February 1, 2024, 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 MSCI Emerging Markets Index is a free float-adjusted, market capitalization-weighted index that is designed to measure equity market performance of emerging markets. It reflects reinvestment of net dividends and, where applicable, capital gain distributions. Investors cannot invest directly in any index.
Please note: the position in any security highlighted with italicized typeface was sold during the reporting period.
The fund’s performance will be influenced by political, social and economic factors affecting investments in foreign companies. These special risks include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political instability and differing auditing and legal standards. Investments in foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged.
Emerging markets tend to be more volatile than the markets of more mature economies and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. The securities of companies located in emerging markets are often subject to rapid and large changes in price. An investment in this fund should be considered only as a supplement to a complete investment program for those investors willing to accept the greater risks associated with investing in emerging-market countries.
Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and affected certain countries, companies, industries and market sectors more dramatically than others. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.
The ability of the fund to achieve its investment goal depends, in part, on the ability of BNY Mellon Investment Adviser, Inc. to allocate effectively the fund’s assets among investment strategies, sub-advisers and underlying funds. There can be no assurance that the actual allocations will be effective in achieving the fund’s investment goal or that an investment strategy, sub-adviser or underlying fund will achieve its particular investment objective.
Each strategy of the sub-adviser makes investment decisions independently, and it is possible that the investment styles of the individual strategies of the sub-adviser may not complement one another. As a result, the fund’s exposure to a given stock, industry, sector, market capitalization, geographic area or investment style could unintentionally be greater or smaller than it would have been if the fund had a single investment strategy.
The risks of investing in other investment companies, including ETFs, typically reflect the risks associated with the types of instruments in which the investment companies and ETFs invest. When the fund or an underlying fund invests in another investment company or ETF, shareholders of the fund will bear indirectly their proportionate share of the expenses of the other investment company or ETF (including management fees) in addition to the expenses of the fund. ETFs are exchange-traded investment companies that are, in many cases, designed to provide investment results corresponding to an index. The value of the underlying securities can fluctuate in response to activities of individual companies or in response to general market and/or economic conditions.
The fund may, but is not required to, use derivative instruments. A small investment in derivatives could have a potentially large impact on the fund’s performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets.
5
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) and redemption fees, 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 Diversified Emerging Markets Fund from October 1, 2022 to March 31, 2023. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.
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Expenses and Value of a $1,000 Investment | |
Assume actual returns for the six months ended March 31, 2023 | |
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| | Class A | Class C | Class I | Class Y | |
Expenses paid per $1,000† | $8.41 | $12.42 | $7.07 | $7.06 | |
Ending value (after expenses) | $1,161.30 | $1,157.10 | $1,163.20 | $1,162.90 | |
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.
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Expenses and Value of a $1,000 Investment | |
Assuming a hypothetical 5% annualized return for the six months ended March 31, 2023 | |
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| | Class A | Class C | Class I | Class Y | |
Expenses paid per $1,000† | $7.85 | $11.60 | $6.59 | $6.59 | |
Ending value (after expenses) | $1,017.15 | $1,013.41 | $1,018.40 | $1,018.40 | |
† | Expenses are equal to the fund’s annualized expense ratio of 1.56% for Class A, 2.31% for Class C, 1.31% for Class I and 1.31% for Class Y, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). |
6
STATEMENT OF INVESTMENTS
March 31, 2023 (Unaudited)
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 66.1% | | | | | |
Brazil - 3.2% | | | | | |
Banco Do Brasil SA | | | | 32,000 | | 247,113 | |
Inter & Co., Inc. BDR | | | | 326 | a | 563 | |
JBS SA | | | | 32,400 | | 113,786 | |
Minerva SA | | | | 136,200 | a | 282,695 | |
Petroleo Brasileiro SA, ADR | | | | 89,354 | | 931,962 | |
Raia Drogasil SA | | | | 2,000 | | 9,624 | |
Suzano SA | | | | 5,800 | | 47,684 | |
TIM SA | | | | 40,300 | | 99,866 | |
Vale SA | | | | 18,700 | | 295,528 | |
WEG SA | | | | 21,000 | | 167,803 | |
| | | | 2,196,624 | |
Chile - .2% | | | | | |
Cencosud SA | | | | 55,019 | a | 106,316 | |
Enel Americas SA | | | | 142,533 | a | 18,774 | |
Enel Generacion Chile SA | | | | 26,844 | | 7,126 | |
| | | | 132,216 | |
China - 21.1% | | | | | |
360 DigiTech, Inc., ADR | | | | 6,097 | | 118,282 | |
3SBio, Inc. | | | | 134,500 | b | 133,789 | |
Agricultural Bank of China Ltd., Cl. H | | | | 1,048,000 | | 388,410 | |
Alibaba Group Holding Ltd. | | | | 10,900 | a | 138,623 | |
Alibaba Group Holding Ltd., ADR | | | | 6,950 | a | 710,151 | |
Aluminum Corp. of China Ltd., Cl. H | | | | 156,000 | a | 78,683 | |
ANTA Sports Products Ltd. | | | | 10,600 | | 154,196 | |
Autohome, Inc., ADR | | | | 16,529 | | 553,226 | |
Baidu, Inc., ADR | | | | 916 | a | 138,243 | |
Bank of Communications Co. Ltd., Cl. H | | | | 430,000 | | 269,864 | |
BYD Co. Ltd., Cl. H | | | | 5,500 | a | 161,606 | |
BYD Electronic International Co. Ltd. | | | | 37,500 | a | 117,130 | |
CGN Power Co. Ltd., Cl. H | | | | 743,200 | b | 178,300 | |
China CITIC Bank Corp. Ltd., Cl. H | | | | 1,093,000 | | 550,494 | |
China Construction Bank Corp., Cl. H | | | | 1,804,100 | | 1,166,988 | |
China Galaxy Securities Co. Ltd., Cl. H | | | | 952,500 | a | 481,266 | |
China Merchants Bank Co. Ltd., Cl. H | | | | 54,600 | a | 278,196 | |
China Pacific Insurance Group Co. Ltd., Cl. H | | | | 26,300 | a | 70,288 | |
China Resources Pharmaceutical Group Ltd. | | | | 320,000 | b | 254,298 | |
China Resources Sanjiu Medical & Pharmaceutical Co. Ltd., Cl. A | | | | 118,495 | a | 991,204 | |
China Shenhua Energy Co. Ltd., Cl. H | | | | 245,000 | | 772,716 | |
7
STATEMENT OF INVESTMENTS (Unaudited) (continued)
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 66.1% (continued) | | | | | |
China - 21.1% (continued) | | | | | |
China Vanke Co. Ltd., Cl. H | | | | 5,200 | a | 8,214 | |
CITIC Ltd. | | | | 227,000 | | 266,312 | |
Country Garden Services Holdings Co. Ltd. | | | | 19,000 | | 33,176 | |
CRRC Corp. Ltd., Cl. H | | | | 320,000 | a | 174,638 | |
Gaotu Techedu, Inc., ADR | | | | 266 | a | 1,122 | |
Greentown China Holdings Ltd. | | | | 140,500 | | 183,006 | |
Industrial & Commercial Bank of China Ltd., Cl. H | | | | 565,000 | | 300,800 | |
JD.com, Inc., ADR | | | | 3,856 | | 169,240 | |
JD.com, Inc., Cl. A | | | | 680 | | 14,903 | |
Lenovo Group Ltd. | | | | 149,800 | | 162,272 | |
Meituan, Cl. B | | | | 27,230 | a,b | 494,595 | |
NetDragon Websoft Holdings Ltd. | | | | 122,000 | | 215,122 | |
NetEase, Inc., ADR | | | | 5,468 | c | 483,590 | |
New China Life Insurance Co. Ltd., Cl. H | | | | 47,700 | a | 114,169 | |
PDD Holdings, Inc., ADR | | | | 5,532 | a | 419,879 | |
PICC Property & Casualty Co. Ltd., Cl. H | | | | 492,000 | a | 502,559 | |
Ping An Insurance Group Company of China Ltd., Cl. H | | | | 49,000 | | 317,587 | |
Postal Savings Bank of China Co. Ltd., CI. H | | | | 96,701 | b | 57,638 | |
Sinopharm Group Co. Ltd., Cl. H | | | | 78,400 | | 236,940 | |
Sinotruk Hong Kong Ltd. | | | | 18,300 | | 28,538 | |
Tencent Holdings Ltd. | | | | 22,300 | | 1,089,653 | |
Tencent Music Entertainment Group, ADR | | | | 60,030 | a | 497,048 | |
TravelSky Technology Ltd., Cl. H | | | | 83,000 | a | 155,246 | |
Uni-President China Holdings Ltd. | | | | 87,100 | | 87,952 | |
Vipshop Holdings Ltd., ADR | | | | 15,375 | a | 233,392 | |
Yankuang Energy Group Co., Cl. H | | | | 49,700 | a | 177,716 | |
Yum China Holdings, Inc. | | | | 2,336 | | 148,079 | |
Zhongsheng Group Holdings Ltd. | | | | 16,200 | | 80,345 | |
Zijin Mining Group Co. Ltd., Cl. H | | | | 96,000 | a | 160,122 | |
Zoomlion Heavy Industry Science & Technology Co. Ltd., Cl. H | | | | 113,500 | a | 59,757 | |
| | | | 14,579,563 | |
Colombia - .0% | | | | | |
Interconexion Electrica SA | | | | 6,490 | | 21,113 | |
Greece - 1.9% | | | | | |
Hellenic Telecommunications Organization SA | | | | 29,302 | | 428,979 | |
OPAP SA | | | | 55,393 | | 890,020 | |
| | | | 1,318,999 | |
8
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 66.1% (continued) | | | | | |
Hong Kong - .7% | | | | | |
Bosideng International Holdings Ltd. | | | | 116,500 | | 65,229 | |
China Medical System Holdings Ltd. | | | | 67,100 | | 106,311 | |
China Taiping Insurance Holdings Co. Ltd. | | | | 81,100 | | 86,475 | |
Cosco Shipping Ports Ltd. | | | | 77,500 | | 51,831 | |
Kingboard Laminates Holdings Ltd. | | | | 102,800 | | 107,579 | |
Kunlun Energy Co. Ltd. | | | | 108,000 | | 84,644 | |
Shanghai Industrial Urban Development Group Ltd. | | | | 36,200 | | 2,287 | |
Shimao Group Holdings Ltd. | | | | 10,500 | d | 0 | |
| | | | 504,356 | |
Hungary - .3% | | | | | |
MOL Hungarian Oil & Gas PLC | | | | 14,765 | a | 108,057 | |
Richter Gedeon Nyrt | | | | 6,025 | a | 125,965 | |
| | | | 234,022 | |
India - 7.5% | | | | | |
Aurobindo Pharma Ltd. | | | | 19,818 | | 125,013 | |
Cipla Ltd. | | | | 15,548 | a | 170,456 | |
Hero MotoCorp Ltd. | | | | 3,032 | | 86,718 | |
Housing Development Finance Corp. Ltd. | | | | 10,760 | a | 344,774 | |
ICICI Bank Ltd. | | | | 40,425 | a | 433,527 | |
Indian Oil Corp. Ltd. | | | | 169,448 | a | 160,894 | |
Indus Towers Ltd. | | | | 28,906 | a | 50,344 | |
Infosys Ltd. | | | | 24,099 | | 420,795 | |
ITC Ltd. | | | | 66,159 | | 308,963 | |
LTIMindtree Ltd. | | | | 8,818 | b | 513,183 | |
Mahindra & Mahindra Ltd. | | | | 21,324 | a | 301,255 | |
Power Grid Corporation of India Ltd. | | | | 308,340 | | 847,234 | |
REC Ltd. | | | | 176,120 | | 248,003 | |
Reliance Industries Ltd. | | | | 5,526 | a | 157,085 | |
Tata Consultancy Services Ltd. | | | | 16,131 | | 631,784 | |
Tata Motors Ltd. | | | | 5,853 | a | 30,100 | |
Tech Mahindra Ltd. | | | | 13,539 | | 182,495 | |
The Tata Power Company Ltd. | | | | 121 | a | 281 | |
Vedanta Ltd. | | | | 32,243 | | 108,125 | |
Wipro Ltd. | | | | 16,381 | | 73,084 | |
| | | | 5,194,113 | |
Indonesia - .6% | | | | | |
Adaro Energy Indonesia TBK Pt | | | | 438,500 | | 84,975 | |
Aneka Tambang TBK | | | | 56,900 | a | 7,943 | |
Astra International TBK Pt | | | | 143,500 | | 57,607 | |
Bank Mandiri Persero TBK Pt | | | | 144,900 | | 99,620 | |
Indah Kiat Pulp & Paper TBK Pt | | | | 35,700 | a | 17,890 | |
9
STATEMENT OF INVESTMENTS (Unaudited) (continued)
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 66.1% (continued) | | | | | |
Indonesia - .6% (continued) | | | | | |
Indofood Sukses Makmur TBK Pt | | | | 291,900 | a | 120,727 | |
Telkom Indonesia Persero TBK Pt | | | | 173,100 | a | 46,929 | |
| | | | 435,691 | |
Kuwait - .2% | | | | | |
Kuwait Finance House KSCP | | | | 30,738 | | 83,097 | |
National Bank of Kuwait SAKP | | | | 19,150 | | 65,980 | |
| | | | 149,077 | |
Luxembourg - .3% | | | | | |
Ternium SA, ADR | | | | 5,486 | | 226,352 | |
Malaysia - .6% | | | | | |
Hartalega Holdings Bhd | | | | 58,100 | a | 25,036 | |
Petronas Chemicals Group Bhd | | | | 36,700 | | 58,948 | |
RHB Bank Bhd | | | | 92,400 | | 116,948 | |
Sime Darby Bhd | | | | 168,100 | | 82,037 | |
Sime Darby Plantation Bhd | | | | 3,700 | | 3,588 | |
Supermax Corp. Bhd | | | | 70,810 | | 14,894 | |
Telekom Malaysia BHD | | | | 90,200 | | 100,209 | |
Top Glove Corp. Bhd | | | | 81,700 | | 17,455 | |
| | | | 419,115 | |
Malta - .0% | | | | | |
Lighthouse Properties PLC | | | | 541 | | 190 | |
Mexico - .7% | | | | | |
America Movil SAB de CV, Ser. B | | | | 311,300 | a | 328,230 | |
Coca-Cola Femsa SAB de CV | | | | 14,635 | | 117,624 | |
Fibra Uno Administracion SA de CV | | | | 5,300 | | 7,421 | |
Sitios Latinoamerica SAB de CV | | | | 16,010 | a | 6,601 | |
| | | | 459,876 | |
Philippines - .8% | | | | | |
Aboitiz Equity Ventures, Inc. | | | | 38,850 | | 34,527 | |
Ayala Land, Inc. | | | | 45,600 | | 22,263 | |
International Container Terminal Services, Inc. | | | | 119,240 | | 468,455 | |
Metro Pacific Investments Corp. | | | | 25,000 | | 1,694 | |
SM Prime Holdings, Inc. | | | | 34,900 | a | 21,085 | |
| | | | 548,024 | |
Poland - .2% | | | | | |
Dino Polska SA | | | | 93 | a,b | 8,428 | |
KGHM Polska Miedz SA | | | | 1,445 | a | 41,194 | |
Polski Koncern Naftowy Orlen SA | | | | 1,159 | a | 15,690 | |
Powszechna Kasa Oszczednosci Bank Polski SA | | | | 8,125 | a | 53,894 | |
| | | | 119,206 | |
10
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 66.1% (continued) | | | | | |
Qatar - .2% | | | | | |
The Commercial Bank PSQC | | | | 65,703 | | 104,893 | |
Russia - .0% | | | | | |
Lukoil PJSC, ADR | | | | 12,332 | a,d | 0 | |
MMC Norilsk Nickel PJSC, ADR | | | | 11,431 | a,d | 0 | |
Sberbank of Russia PJSC, ADR | | | | 81,133 | a,d | 0 | |
Sistema PJSFC, GDR | | | | 3,646 | a,d | 0 | |
Tatneft PJSC, ADR | | | | 6,912 | a,d | 0 | |
X5 Retail Group NV, GDR | | | | 16,162 | a,d | 0 | |
Saudi Arabia - 1.2% | | | | | |
Al Rajhi Bank | | | | 15,727 | | 309,111 | |
SABIC Agri-Nutrients Co. | | | | 5,676 | | 192,943 | |
Sahara International Petrochemical Co. | | | | 20,446 | | 207,254 | |
Saudi Basic Industries Corp. | | | | 2,595 | | 62,629 | |
Saudi Tadawul Group Holding Co. | | | | 624 | a | 24,071 | |
The Savola Group | | | | 1,098 | a | 8,189 | |
| | | | 804,197 | |
South Africa - 2.9% | | | | | |
Absa Group Ltd. | | | | 12,379 | | 126,610 | |
Anglo American Platinum Ltd. | | | | 837 | | 44,979 | |
Growthpoint Properties Ltd. | | | | 8,192 | | 5,997 | |
Impala Platinum Holdings Ltd. | | | | 24,297 | c | 223,479 | |
Investec Ltd. | | | | 21,853 | | 120,452 | |
Kumba Iron Ore Ltd. | | | | 2,751 | | 69,611 | |
Mr Price Group Ltd. | | | | 1,548 | | 12,543 | |
MTN Group Ltd. | | | | 88,484 | | 632,271 | |
MultiChoice Group Ltd. | | | | 25,176 | a | 174,414 | |
Naspers Ltd., Cl. N | | | | 222 | | 40,881 | |
Ninety One Ltd. | | | | 6,073 | | 13,830 | |
Redefine Properties Ltd. | | | | 9,771 | | 2,002 | |
Resilient REIT Ltd. | | | | 1,109 | | 2,906 | |
Sibanye Stillwater Ltd. | | | | 243,624 | | 502,081 | |
| | | | 1,972,056 | |
South Korea - 8.1% | | | | | |
BGF Retail Co. Ltd. | | | | 1,252 | | 174,986 | |
Celltrion, Inc. | | | | 792 | | 91,715 | |
DB Insurance Co. Ltd. | | | | 7,437 | | 428,164 | |
Doosan Bobcat, Inc. | | | | 5,137 | | 173,441 | |
Fila Holdings Corp. | | | | 1,798 | | 50,640 | |
Hana Financial Group, Inc. | | | | 3,652 | | 114,839 | |
Hyundai Mobis Co. Ltd. | | | | 3,753 | | 626,054 | |
Hyundai Steel Co. | | | | 7,070 | | 189,320 | |
Industrial Bank of Korea | | | | 32,408 | | 252,526 | |
KakaoBank Corp. | | | | 4,735 | | 89,124 | |
11
STATEMENT OF INVESTMENTS (Unaudited) (continued)
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 66.1% (continued) | | | | | |
South Korea - 8.1% (continued) | | | | | |
Kia Motors Corp. | | | | 23,257 | | 1,456,720 | |
KT&G Corp. | | | | 1,751 | | 112,980 | |
Mirae Asset Securities Co. Ltd. | | | | 21,681 | | 108,189 | |
NAVER Corp. | | | | 37 | | 5,824 | |
NCSoft Corp. | | | | 110 | | 31,635 | |
Pan Ocean Co. Ltd. | | | | 6,694 | | 30,076 | |
POSCO Future M Co. Ltd. | | | | 117 | | 24,711 | |
POSCO Holdings, Inc. | | | | 1,615 | | 460,430 | |
POSCO International Corp. | | | | 487 | | 8,396 | |
Samsung Biologics Co. Ltd. | | | | 118 | a,b | 71,743 | |
Samsung Electronics Co. Ltd. | | | | 17,190 | | 852,423 | |
Samsung Securities Co. Ltd. | | | | 4,954 | | 121,327 | |
Seegene, Inc. | | | | 1,290 | | 24,687 | |
Shinhan Financial Group Co. Ltd. | | | | 3,068 | | 83,539 | |
| | | | 5,583,489 | |
Taiwan - 13.3% | | | | | |
Acer, Inc. | | | | 158,000 | | 146,545 | |
ASE Technology Holding Co. Ltd. | | | | 31,000 | a | 114,716 | |
Asustek Computer, Inc. | | | | 10,000 | a | 89,890 | |
AUO Corp. | | | | 29,000 | a | 17,650 | |
Catcher Technology Co. Ltd. | | | | 32,000 | a | 199,810 | |
Chailease Holding Co. Ltd. | | | | 107,413 | a | 794,732 | |
China Development Financial Holding Corp. | | | | 541,000 | a | 223,919 | |
Evergreen Marine Corp. Ltd. | | | | 14,800 | a | 77,569 | |
Hotai Motor Co. Ltd. | | | | 7,000 | a | 148,247 | |
International Games System Co. Ltd. | | | | 19,000 | a | 358,627 | |
Largan Precision Co. Ltd. | | | | 8,000 | | 575,195 | |
Makalot Industrial Co. Ltd. | | | | 36,000 | | 256,359 | |
MediaTek, Inc. | | | | 10,000 | a | 261,036 | |
Micro-Star International Co. Ltd. | | | | 29,000 | a | 137,975 | |
Novatek Microelectronics Corp. | | | | 37,000 | a | 526,475 | |
Realtek Semiconductor Corp. | | | | 21,000 | a | 269,919 | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | | 230,600 | | 4,085,280 | |
United Microelectronics Corp. | | | | 266,000 | a | 466,547 | |
Wiwynn Corp. | | | | 10,000 | a | 371,767 | |
Yang Ming Marine Transport Corp. | | | | 35,000 | a | 74,337 | |
| | | | 9,196,595 | |
Thailand - .6% | | | | | |
Advanced Info Service PCL, NVDR | | | | 18,100 | | 112,289 | |
PTT Exploration & Production PCL, NVDR | | | | 11,900 | | 52,569 | |
SCB X PCL | | | | 44,700 | | 134,308 | |
12
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 66.1% (continued) | | | | | |
Thailand - .6% (continued) | | | | | |
Thai Union Group PCL, NVDR | | | | 288,200 | | 119,084 | |
| | | | 418,250 | |
Turkey - 1.2% | | | | | |
BIM Birlesik Magazalar AS | | | | 47,934 | | 370,582 | |
Emlak Konut Gayrimenkul Yatirim Ortakligi AS | | | | 6,956 | | 2,235 | |
Eregli Demir ve Celik Fabrikalari TAS | | | | 20,591 | a | 37,873 | |
Haci Omer Sabanci Holding AS | | | | 60,291 | | 123,911 | |
KOC Holding AS | | | | 32,306 | | 128,313 | |
Turkcell Iletisim Hizmetleri AS | | | | 81,524 | a | 135,379 | |
| | | | 798,293 | |
United Arab Emirates - .3% | | | | | |
Dubai Islamic Bank PJSC | | | | 5,809 | | 8,293 | |
Emaar Properties PJSC | | | | 56,328 | a | 85,940 | |
First Abu Dhabi Bank PJSC | | | | 40,282 | | 141,458 | |
| | | | 235,691 | |
Total Common Stocks (cost $41,053,460) | | | | 45,652,001 | |
| | Preferred Dividend Yield (%) | | | | | |
Preferred Stocks - 1.2% | | | | | |
Brazil - .7% | | | | | |
Cia Energetica de Minas Gerais | | 11.57 | | 23,200 | | 52,502 | |
Itau Unibanco Holding SA | | 4.88 | | 34,600 | | 169,640 | |
Itausa SA | | 5.31 | | 156,390 | | 253,633 | |
| | | | 475,775 | |
Chile - .2% | | | | | |
Sociedad Quimica y Minera de Chile SA, Cl. B | | 10.32 | | 1,506 | | 120,876 | |
South Korea - .3% | | | | | |
Samsung Electronics Co. Ltd. | | 1.95 | | 5,834 | | 243,618 | |
Total Preferred Stocks (cost $771,525) | | | | 840,269 | |
| | 1-Day Yield (%) | | | | | |
Investment Companies - 32.5% | | | | | |
Registered Investment Companies - 32.5% | | | | | |
BNY Mellon Global Emerging Markets Fund, Cl. Y (cost $14,089,738) | | | | 1,138,738 | e | 22,444,535 | |
13
STATEMENT OF INVESTMENTS (Unaudited) (continued)
| | | | | | | |
|
Description | | 1-Day Yield (%) | | Shares | | Value ($) | |
Investment of Cash Collateral for Securities Loaned - .3% | | | | | |
Registered Investment Companies - .3% | | | | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares (cost $241,200) | | 4.89 | | 241,200 | e | 241,200 | |
Total Investments (cost $56,155,923) | | 100.1% | | 69,178,005 | |
Liabilities, Less Cash and Receivables | | (.1%) | | (103,558) | |
Net Assets | | 100.0% | | 69,074,447 | |
ADR—American Depository Receipt
BDR—Brazilian Depository Receipt
GDR—Global Depository Receipt
NVDR—Non-Voting Depository Receipt
REIT—Real Estate Investment Trust
a Non-income producing security.
b Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2023, these securities were valued at $1,711,974 or 2.48% of net assets.
c Security, or portion thereof, on loan. At March 31, 2023, the value of the fund’s securities on loan was $274,696 and the value of the collateral was $296,528, consisting of cash collateral of $241,200 and U.S. Government & Agency securities valued at $55,328. In addition, the value of collateral may include pending sales that are also on loan.
d The fund held Level 3 securities at March 31, 2023. These securities were valued at $0 or .0% of net assets.
e Investment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.
14
| |
Portfolio Summary (Unaudited) † | Value (%) |
Investment Companies | 32.8 |
Banks | 8.7 |
Semiconductors & Semiconductor Equipment | 8.3 |
Media & Entertainment | 5.1 |
Materials | 4.6 |
Technology Hardware & Equipment | 4.4 |
Automobiles & Components | 3.9 |
Energy | 3.6 |
Financial Services | 3.4 |
Pharmaceuticals Biotechnology & Life Sciences | 3.0 |
Consumer Discretionary Distrib | 2.9 |
Telecommunication Services | 2.8 |
Software & Services | 2.6 |
Insurance | 2.5 |
Consumer Services | 2.5 |
Food, Beverage & Tobacco | 1.9 |
Utilities | 1.8 |
Capital Goods | 1.6 |
Transportation | 1.0 |
Consumer Staples Distribution | 1.0 |
Consumer Durables & Apparel | .8 |
Real Estate Management & Devel | .5 |
Health Care Equipment & Services | .4 |
Equity Real Estate Investment | .0 |
| 100.1 |
† Based on net assets.
See notes to financial statements.
15
STATEMENT OF INVESTMENTS (Unaudited) (continued)
| | | | | |
Affiliated Issuers | | |
Description | Value ($) 9/30/2022 | Purchases ($)† | Sales ($) | Net Realized Gain (Loss) ($) | |
Registered Investment Companies - 32.5% | | |
BNY Mellon Global Emerging Markets Fund, Cl. Y - 32.5% | 33,268,527 | 785,600 | (15,567,547) | 4,986,173 | |
Investment of Cash Collateral for Securities Loaned - .3% | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - ..3% | 819,691 | 2,983,303 | (3,561,794) | - | |
Total - 32.8% | 34,088,218 | 3,768,903 | (19,129,341) | 4,986,173 | |
| | | | |
Description | Net Change in Unrealized Appreciation (Depreciation) ($) | Value ($) 3/31/2023 | Dividends/ Distributions ($) | |
Registered Investment Companies - 32.5% | | |
BNY Mellon Global Emerging Markets Fund, Cl. Y - 32.5% | (1,028,218) | 22,444,535 | 100,943 | |
Investment of Cash Collateral for Securities Loaned - .3% | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - ..3% | - | 241,200 | 280 | †† |
Total - 32.8% | (1,028,218) | 22,685,735 | 101,223 | |
† Includes reinvested dividends/distributions.
†† Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.
See notes to financial statements.
16
STATEMENT OF ASSETS AND LIABILITIES
March 31, 2023 (Unaudited)
| | | | | | |
| | | | | | |
| | | Cost | | Value | |
Assets ($): | | | | |
Investments in securities—See Statement of Investments (including securities on loan, valued at $274,696)—Note 1(c): | | | |
Unaffiliated issuers | 41,824,985 | | 46,492,270 | |
Affiliated issuers | | 14,330,938 | | 22,685,735 | |
Cash | | | | | 243,739 | |
Cash denominated in foreign currency | | | 459,711 | | 418,550 | |
Dividends and securities lending income receivable | | 277,227 | |
Receivable for investment securities sold | | 240,588 | |
Tax reclaim receivable—Note 1(b) | | 6,988 | |
Prepaid expenses | | | | | 52,418 | |
| | | | | 70,417,515 | |
Liabilities ($): | | | | |
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(c) | | 318,617 | |
Payable for shares of Beneficial Interest redeemed | | 657,261 | |
Liability for securities on loan—Note 1(c) | | 241,200 | |
Foreign capital gains tax payable—Note 1(b) | | 63,588 | |
Interest payable—Note 2 | | 4,760 | |
Trustees’ fees and expenses payable | | 927 | |
Other accrued expenses | | | | | 56,715 | |
| | | | | 1,343,068 | |
Net Assets ($) | | | 69,074,447 | |
Composition of Net Assets ($): | | | | |
Paid-in capital | | | | | 59,959,262 | |
Total distributable earnings (loss) | | | | | 9,115,185 | |
Net Assets ($) | | | 69,074,447 | |
| | | | | |
Net Asset Value Per Share | Class A | Class C | Class I | Class Y | |
Net Assets ($) | 302,959 | 10,114 | 5,229,363 | 63,532,011 | |
Shares Outstanding | 12,818 | 460.19 | 223,350 | 2,710,326 | |
Net Asset Value Per Share ($) | 23.64 | 21.98 | 23.41 | 23.44 | |
| | | | | |
See notes to financial statements. | | | | | |
17
STATEMENT OF OPERATIONS
Six Months Ended March 31, 2023 (Unaudited)
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Investment Income ($): | | | | |
Income: | | | | |
Cash dividends (net of $135,135 foreign taxes withheld at source): | |
Unaffiliated issuers | | | 1,027,363 | |
Affiliated issuers | | | 100,943 | |
Interest | | | 7,591 | |
Income from securities lending—Note 1(c) | | | 280 | |
Total Income | | | 1,136,177 | |
Expenses: | | | | |
Management fee—Note 3(a) | | | 349,683 | |
Custodian fees—Note 3(c) | | | 176,832 | |
Professional fees | | | 81,239 | |
Administration fee—Note 3(a) | | | 31,707 | |
Registration fees | | | 31,541 | |
Chief Compliance Officer fees—Note 3(c) | | | 9,332 | |
Trustees’ fees and expenses—Note 3(d) | | | 5,673 | |
Prospectus and shareholders’ reports | | | 5,346 | |
Interest expense—Note 2 | | | 4,760 | |
Shareholder servicing costs—Note 3(c) | | | 4,457 | |
Loan commitment fees—Note 2 | | | 1,196 | |
Distribution fees—Note 3(b) | | | 37 | |
Miscellaneous | | | 9,682 | |
Total Expenses | | | 711,485 | |
Less—reduction in expenses due to undertaking—Note 3(a) | | | (84,380) | |
Less—reduction in fees due to earnings credits—Note 3(c) | | | (455) | |
Net Expenses | | | 626,650 | |
Net Investment Income | | | 509,527 | |
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): | | |
Net realized gain (loss) on investments and foreign currency transactions: | | |
Unaffiliated issuers | | | | 145,241 | |
Affiliated issuers | | | | 4,986,173 | |
Net realized gain (loss) on forward foreign currency exchange contracts | (848) | |
Net Realized Gain (Loss) | | | 5,130,566 | |
Net change in unrealized appreciation (depreciation) on investments and foreign currency transactions: | | |
Unaffiliated issuers | | | | 9,553,073 | |
Affiliated issuers | | | | (1,028,218) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 8,524,855 | |
Net Realized and Unrealized Gain (Loss) on Investments | | | 13,655,421 | |
Net Increase in Net Assets Resulting from Operations | | 14,164,948 | |
| | | | | | |
See notes to financial statements. | | | | | |
18
STATEMENT OF CHANGES IN NET ASSETS
| | | | | | | | | |
| | | | | | | | | |
| | | | Six Months Ended March 31, 2023 (Unaudited) | | Year Ended September 30, 2022 | |
Operations ($): | | | | | | | | |
Net investment income | | | 509,527 | | | | 3,682,432 | |
Net realized gain (loss) on investments | | 5,130,566 | | | | 6,005,108 | |
Net change in unrealized appreciation (depreciation) on investments | | 8,524,855 | | | | (61,306,694) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | 14,164,948 | | | | (51,619,154) | |
Distributions ($): | |
Distributions to shareholders: | | | | | | | | |
Class A | | | (14,823) | | | | (4,887) | |
Class C | | | (392) | | | | (11) | |
Class I | | | (264,619) | | | | (93,202) | |
Class Y | | | (4,270,251) | | | | (2,702,243) | |
Total Distributions | | | (4,550,085) | | | | (2,800,343) | |
Beneficial Interest Transactions ($): | |
Net proceeds from shares sold: | | | | | | | | |
Class A | | | 1,320,793 | | | | 64,056 | |
Class I | | | 3,315,773 | | | | 8,515,195 | |
Class Y | | | 1,063,084 | | | | 19,736,986 | |
Distributions reinvested: | | | | | | | | |
Class A | | | 14,823 | | | | 3,933 | |
Class I | | | 219,833 | | | | 83,002 | |
Class Y | | | 611,171 | | | | 433,124 | |
Cost of shares redeemed: | | | | | | | | |
Class A | | | (1,433,290) | | | | (98,080) | |
Class I | | | (4,288,804) | | | | (7,022,595) | |
Class Y | | | (40,685,015) | | | | (63,863,437) | |
Increase (Decrease) in Net Assets from Beneficial Interest Transactions | (39,861,632) | | | | (42,147,816) | |
Total Increase (Decrease) in Net Assets | (30,246,769) | | | | (96,567,313) | |
Net Assets ($): | |
Beginning of Period | | | 99,321,216 | | | | 195,888,529 | |
End of Period | | | 69,074,447 | | | | 99,321,216 | |
19
STATEMENT OF CHANGES IN NET ASSETS (continued)
| | | | | | | | | |
| | | | | | | | | |
| | | | Six Months Ended March 31, 2023 (Unaudited) | | Year Ended September 30, 2022 | |
Capital Share Transactions (Shares): | |
Class A | | | | | | | | |
Shares sold | | | 55,064 | | | | 2,205 | |
Shares issued for distributions reinvested | | | 662 | | | | 131 | |
Shares redeemed | | | (58,545) | | | | (3,455) | |
Net Increase (Decrease) in Shares Outstanding | (2,819) | | | | (1,119) | |
Class Ia | | | | | | | | |
Shares sold | | | 146,469 | | | | 320,313 | |
Shares issued for distributions reinvested | | | 9,916 | | | | 2,795 | |
Shares redeemed | | | (189,587) | | | | (272,739) | |
Net Increase (Decrease) in Shares Outstanding | (33,202) | | | | 50,369 | |
Class Ya | | | | | | | | |
Shares sold | | | 47,445 | | | | 700,003 | |
Shares issued for distributions reinvested | | | 27,530 | | | | 14,574 | |
Shares redeemed | | | (1,788,437) | | | | (2,512,723) | |
Net Increase (Decrease) in Shares Outstanding | (1,713,462) | | | | (1,798,146) | |
| | | | | | | | | |
a | During the period ended March 31, 2023, 56,864 Class Y shares representing $1,295,146 were exchanged for 56,927 Class I shares and during the period ended September 30, 2022, 168,493 Class Y shares representing $4,643,791 were exchanged for 168,673 Class I shares. | |
See notes to financial statements. | | | | | | | | |
20
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.
| | | | | | | | |
| | | |
Six Months Ended | |
March 31, 2023 | Year Ended September 30, |
Class A Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 21.28 | 30.55 | 25.72 | 22.25 | 22.69 | 24.18 |
Investment Operations: | | | | | | |
Net investment incomea | .05 | .49 | .26 | .21 | .13 | .19 |
Net realized and unrealized gain (loss) on investments | 3.33 | (9.48) | 4.66 | 3.59 | (.55) | (1.50) |
Total from Investment Operations | 3.38 | (8.99) | 4.92 | 3.80 | (.42) | (1.31) |
Distributions: | | | | | | |
Dividends from net investment income | (1.02) | (.28) | (.09) | (.33) | (.02) | (.18) |
Net asset value, end of period | 23.64 | 21.28 | 30.55 | 25.72 | 22.25 | 22.69 |
Total Return (%)b | 16.13c | (29.69) | 19.15 | 17.12 | (1.87) | (5.50) |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assetsd | 2.13e | 1.70 | 1.59 | 1.62 | 1.51 | 1.26 |
Ratio of net expenses to average net assetsd | 1.56e | 1.55 | 1.55 | 1.55 | 1.51 | 1.26 |
Ratio of net investment income to average net assetsd | .38e | 1.81 | .81 | .89 | .60 | .77 |
Portfolio Turnover Rate | 26.90c | 46.15 | 50.23 | 47.02 | 44.24 | 41.37 |
Net Assets, end of period ($ x 1,000) | 303 | 333 | 512 | 331 | 312 | 479 |
a Based on average shares outstanding.
b Exclusive of sales charge.
c Not annualized.
d Amount does not include the expenses of the underlying funds.
e Not annualized.
See notes to financial statements.
21
FINANCIAL HIGHLIGHTS (continued)
| | | | | | | |
| | | |
Six Months Ended | |
March 31, 2023 | Year Ended September 30, |
Class C Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 19.77 | 28.36 | 23.99 | 20.81 | 21.37 | 22.85 |
Investment Operations: | | | | | | |
Net investment income (loss)a | .01 | .28 | (.03) | .03 | .04 | (.11) |
Net realized and unrealized gain (loss) on investments | 3.05 | (8.85) | 4.40 | 3.35 | (.60) | (1.37) |
Total from Investment Operations | 3.06 | (8.57) | 4.37 | 3.38 | (.56) | (1.48) |
Distributions: | | | | | | |
Dividends from net investment income | (.85) | (.02) | - | (.20) | - | - |
Net asset value, end of period | 21.98 | 19.77 | 28.36 | 23.99 | 20.81 | 21.37 |
Total Return (%)b | 15.71c | (30.23) | 18.26 | 16.21 | (2.62) | (6.48) |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assetsd | 2.67e | 2.35 | 2.49 | 2.51 | 2.27 | 2.59 |
Ratio of net expenses to average net assetsd | 2.31e | 2.30 | 2.30 | 2.30 | 2.27 | 2.26 |
Ratio of net investment income (loss) to average net assetsd | .09e | 1.10 | (.13) | .15 | .21 | (.47) |
Portfolio Turnover Rate | 26.90c | 46.15 | 50.23 | 47.02 | 44.24 | 41.37 |
Net Assets, end of period ($ x 1,000) | 10 | 9 | 13 | 28 | 25 | 29 |
a Based on average shares outstanding.
b Exclusive of sales charge.
c Not annualized.
d Amount does not include the expenses of the underlying funds.
e Not annualized.
See notes to financial statements.
22
| | | | | | | |
| | |
Six Months Ended | |
March 31, 2023 | Year Ended September 30, |
Class I Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 21.12 | 30.35 | 25.52 | 22.11 | 22.66 | 24.13 |
Investment Operations: | | | | | | |
Net investment incomea | .12 | .64 | .38 | .36 | .33 | .32 |
Net realized and unrealized gain (loss) on investments | 3.26 | (9.45) | 4.62 | 3.54 | (.64) | (1.52) |
Total from Investment Operations | 3.38 | (8.81) | 5.00 | 3.90 | (.31) | (1.20) |
Distributions: | | | | | | |
Dividends from net investment income | (1.09) | (.42) | (.17) | (.49) | (.24) | (.27) |
Net asset value, end of period | 23.41 | 21.12 | 30.35 | 25.52 | 22.11 | 22.66 |
Total Return (%) | 16.32b | (29.43) | 19.65 | 17.71 | (1.26) | (5.10) |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assetsc | 1.57d | 1.19 | 1.14 | 1.01 | .90 | .89 |
Ratio of net expenses to average net assetsc | 1.31d | 1.19 | 1.14 | 1.01 | .90 | .89 |
Ratio of net investment income to average net assetsc | 1.08d | 2.38 | 1.21 | 1.53 | 1.49 | 1.26 |
Portfolio Turnover Rate | 26.90b | 46.15 | 50.23 | 47.02 | 44.24 | 41.37 |
Net Assets, end of period ($ x 1,000) | 5,229 | 5,419 | 6,258 | 3,403 | 3,916 | 4,700 |
a Based on average shares outstanding.
b Not annualized.
c Amount does not include the expenses of the underlying funds.
d Not annualized.
See notes to financial statements.
23
FINANCIAL HIGHLIGHTS (continued)
| | | | | | | | |
| | |
Six Months Ended | |
March 31, 2023 | Year Ended September 30, |
Class Y Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 21.15 | 30.39 | 25.55 | 22.14 | 22.69 | 24.16 |
Investment Operations: | | | | | | |
Net investment incomea | .12 | .61 | .38 | .39 | .35 | .31 |
Net realized and unrealized gain (loss) on investments | 3.26 | (9.41) | 4.64 | 3.53 | (.63) | (1.50) |
Total from Investment Operations | 3.38 | (8.80) | 5.02 | 3.92 | .28 | 1.19 |
Distributions: | | | | | | |
Dividends from net investment income | (1.09) | (.44) | (.18) | (.51) | (.27) | (.28) |
Net asset value, end of period | 23.44 | 21.15 | 30.39 | 25.55 | 22.14 | 22.69 |
Total Return (%) | 16.29b | (29.38) | 19.68 | 17.84 | (1.15) | (5.06) |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assetsc | 1.48d | 1.11 | 1.08 | .91 | .82 | .80 |
Ratio of net expenses to average net assetsc | 1.31d | 1.11 | 1.08 | .91 | .82 | .80 |
Ratio of net investment income to average net assetsc | 1.07d | 2.23 | 1.22 | 1.71 | 1.59 | 1.24 |
Portfolio Turnover Rate | 26.90b | 46.15 | 50.23 | 47.02 | 44.24 | 41.37 |
Net Assets, end of period ($ x 1,000) | 63,532 | 93,560 | 189,106 | 167,057 | 205,052 | 225,899 |
a Based on average shares outstanding.
b Not annualized.
c Amount does not include the expenses of the underlying funds.
d Not annualized.
See notes to financial statements.
24
NOTES TO FINANCIAL STATEMENTS (Unaudited)
NOTE 1—Significant Accounting Policies:
BNY Mellon Diversified Emerging Markets Fund (the “fund”) is a separate diversified series of BNY Mellon Investment Funds I (the “Trust”), 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 six series, including the fund. The fund’s investment objective is to seek long-term growth of capital. 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. Newton Investment Management North America, LLC (the “Sub-Adviser”), an indirect wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, serves as the sub-adviser of a portion of the fund’s assets.
Effective March 31, 2023, the Sub-Adviser entered into a sub-sub-investment advisory agreement with its affiliate, Newton Investment Management Limited (NIM), to enable NIM to provide certain advisory services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services. NIM is subject to the supervision of the Sub-Adviser and the Adviser. NIM is also an affiliate of the Adviser. NIM, located at 160 Queen Victoria Street, London, EC4V, 4LA, England, was formed in 1978 and, as of March 31, 2023, had approximately $48.7 billion in assets under management. NIM is an indirect subsidiary of BNY Mellon.
BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. 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: Class A, Class C, Class I and Class Y. Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including BNY Mellon and its affiliates), acting on behalf of customers
25
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to 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 Trust 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 SEC under 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 Trust enters 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.
As of March 31, 2023, MBC Investments Corporation, an indirect subsidiary of BNY Mellon, held all of the outstanding Class C shares of the fund.
(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
26
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.
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:
The Trust’s Board of Trustees (the “Board”) has designated the Adviser as the fund’s valuation designee to make all fair value determinations with respect to the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.
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
27
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
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 ADRs 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 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 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.
Investments denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange.
The following is a summary of the inputs used as of March 31, 2023 in valuing the fund’s investments:
28
| | | | | | |
| Level 1-Unadjusted Quoted Prices | Level 2- Other Significant Observable Inputs | | Level 3-Significant Unobservable Inputs | Total | |
Assets ($) | | |
Investments in Securities:† | | |
Equity Securities - Common Stocks | 6,508,433 | 39,143,568 | †† | 0 | 45,652,001 | |
Equity Securities - Preferred Stocks | 596,651 | 243,618 | †† | - | 840,269 | |
Investment Companies | 22,685,735 | - | | - | 22,685,735 | |
† See Statement of Investments for additional detailed categorizations, if any.
†† Securities classified within Level 2 at period end as the values were determined pursuant to the fund’s fair valuation procedures.
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
| | |
| | Equity Securities – Common Stocks ($)
|
Balance as of 9/30/2022† | | 1,779 |
Purchases/Issuances | | - |
Sales/Dispositions | | - |
Net realized gain (loss) | | - |
Change in unrealized appreciation (depreciation) | | (1,779) |
Transfers into Level 3 | | - |
Transfers out of Level 3 | | - |
Balance as of 3/31/2023† | | 0 |
The amount of total net gain (loss) for the period included in earnings attributable to the change in unrealized appreciation (depreciation) relating to investments still held at 3/31/2023 | | (1,779) |
† Securities deemed as Level 3 due to the lack of observable inputs by management assessment.
(b) Foreign currency transactions: The fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized on securities transactions between trade and settlement date, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the fund’s books and the U.S. dollar equivalent of the amounts actually
29
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments resulting from changes in exchange rates. Foreign currency gains and losses on foreign currency transactions are also included with net realized and unrealized gain or loss on investments.
Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred or those subject to reclaims as of March 31, 2023, if any, are disclosed in the fund’s Statement of Assets and Liabilities.
(c) 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 BNY Mellon, 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, BNY 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 March 31, 2023, BNY Mellon earned $38 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.
(d) Affiliated issuers: Investments in other investment companies advised by the Adviser are considered “affiliated” under the Act.
30
(e) Market Risk: The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. The value of a security may also decline due to general market conditions that are not specifically related to a particular company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, changes to inflation, adverse changes to credit markets or adverse investor sentiment generally. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed-income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff.
Foreign Investment Risk: To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social and economic factors affecting investments in foreign issuers. Special risk associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards.
Emerging Market Risk.: The securities of issuers located or doing substantial business in emerging market countries tend to be more volatile and less liquid than the securities of issuers located in countries with more mature economies. Emerging markets generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. Investments in these countries may be subject to political, economic, legal, market and currency risks. Special risks associated with investments in emerging market issuers may include the lack of publicly available information, the lack of uniform disclosure, accounting and financial reporting and recordkeeping standards, and limited investor protections applicable in developed economies. The risks also may include unpredictable political and economic policies, the imposition of capital controls and/or foreign investment limitations by a
31
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
country, nationalization of businesses, and the imposition of sanctions or restrictions on certain investments by other countries, such as the United States.
(f) Dividends and distributions to shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from net investment income 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.
(g) 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 March 31, 2023, 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 March 31, 2023, the fund did not incur any interest or penalties.
Each tax year in the three-year period ended September 30, 2022 remains subject to examination by the Internal Revenue Service and state taxing authorities.
The fund is permitted to carry forward capital losses for an unlimited period. Furthermore, capital loss carryovers retain their character as either short-term or long-term capital losses.
The fund has an unused capital loss carryover of $6,550,888 available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to September 30, 2022. These short-term capital losses which can be carried forward for an unlimited period.
The tax character of distributions paid to shareholders during the fiscal year ended September 30, 2022 was as follows: ordinary income $2,800,343. The tax character of current year distributions will be determined at the end of the current fiscal year.
32
NOTE 2—Bank Lines of Credit:
The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY 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 $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 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 March 31, 2023 was approximately $164,286 with a related weighted average annualized rate of 5.81%.
NOTE 3—Management Fee, Sub-Advisory Fee, Administration Fee and Other Transactions with Affiliates:
(a) Pursuant to an investment advisory agreement with the Adviser, the fund has agreed to pay a management fee at the annual rate of 1.10% of the value of the fund’s average daily net assets other than assets allocated to investments in other investment companies (other underlying funds, which may consist of affiliated funds, mutual funds and exchange traded funds) and is payable monthly. Therefore, the fund’s management fee will fluctuate based on the fund’s allocation between underlying and direct investments. The Adviser has also contractually agreed, from October 1, 2022 through February 1, 2024, to waive receipt of its fees and/or assume the direct expenses of the fund so that the expenses of none of the fund’s share classes (excluding Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings, and extraordinary expenses) exceed 1.30% of the value of the fund’s average daily net assets. On or after February 1, 2024, the Adviser, Inc. may terminate this expense limitation at any time. Because “acquired fund fees and expenses” are incurred indirectly by the fund as a result of its investment in underlying funds, such fees and expenses are not included in the expense limitation. The reduction in expenses, pursuant to the undertaking, amounted to $84,380 during the period ended March 31, 2023.
33
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
Pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Sub-Adviser serves as the fund’s sub-adviser responsible for the day-to-day management of a portion of the fund’s portfolio. The Adviser pays the Sub-Adviser a monthly fee at an annual percentage of the value of the fund’s average daily net assets. The Adviser has obtained an exemptive order from the SEC (the “Order”), upon which the fund may rely, to use a manager of managers approach that permits the Adviser, subject to certain conditions and approval by the Board, to enter into and materially amend sub-investment advisory agreements with one or more sub-advisers who are either unaffiliated with the Adviser or are wholly-owned subsidiaries (as defined under the Act) of the Adviser’s ultimate parent company, BNY Mellon, without obtaining shareholder approval. The Order also allows the fund to disclose the sub-advisory fee paid by the Adviser to any unaffiliated sub-adviser in the aggregate with other unaffiliated sub-advisers in documents filed with the SEC and provided to shareholders. In addition, pursuant to the Order, it is not necessary to disclose the sub-advisory fee payable by the Adviser separately to a sub-adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to the Adviser. The Adviser has ultimate responsibility (subject to oversight by the Board) to supervise any sub-adviser and recommend the hiring, termination, and replacement of any sub-adviser to the Board.
The fund has a Fund Accounting and Administrative Services Agreement (the “Administration Agreement”) with the Adviser, whereby the Adviser performs administrative, accounting and recordkeeping services for the fund. The fund has agreed to compensate the Adviser for providing accounting and recordkeeping services, administration, compliance monitoring, regulatory and shareholder reporting, as well as related facilities, equipment and clerical help. The fee is based on the fund’s average daily net assets and computed at the following annual rates: .10% of the first $500 million, .065% of the next $500 million and .02% in excess of $1 billion.
In addition, after applying any expense limitations or fee waivers that reduce the fees paid to the Adviser for this service, the Adviser has contractually agreed in writing to waive any remaining fees for this service to the extent that they exceed both the Adviser’s costs in providing these services and a reasonable allocation of the costs incurred by the Adviser and its affiliates related to the support and oversight of these services. The fund also reimburses the Adviser for the out-of-pocket expenses incurred in performing this service for the fund. Pursuant to the Administration
34
Agreement, the fund was charged $31,707 during the period ended March 31, 2023.
(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended March 31, 2023, Class C shares were charged $37 pursuant to the Distribution Plan.
(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended March 31, 2023, Class A and Class C shares were charged $520 and $12, respectively, pursuant to the Shareholder Services Plan.
Under its terms, the Distribution Plan and Shareholder Services Plan shall remain in effect from year to year, provided such continuance is approved annually by a vote of a majority of those Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the operation of or in any agreement related to the Distribution Plan or Shareholder Services Plan.
The fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement of Operations.
The fund has an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.
35
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services for the fund. The majority of Transfer Agent 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 March 31, 2023, the fund was charged $1,988 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $455.
The fund compensates the Custodian, 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 March 31, 2023, the fund was charged $176,832 pursuant to the custody agreement.
During the period ended March 31, 2023, the fund was charged $9,332 for services performed by the fund’s 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 fee of $51,904 administration fee of $4,661, Distribution Plan fees of $6, Shareholder Services Plan fees of $73, Custodian fees of $291,700, Chief Compliance Officer fees of $4,625 and Transfer Agency fees of $728, which are offset against an expense reimbursement currently in effect in the amount of $35,080.
(d) 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 March 31, 2023, amounted to $24,782,683 and $68,452,093, respectively.
At March 31, 2023, accumulated net unrealized appreciation on investments was $13,022,082, consisting of $18,536,891 gross unrealized appreciation and $5,514,809 gross unrealized depreciation.
At March 31, 2023, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).
36
NOTE 5—Plan of Liquidation:
The Board has approved a Plan of Liquidation and Dissolution (the “Plan”) with respect to the fund, a series of the Trust, effective on May 12, 2023 (the “Liquidation Date”). Before the Liquidation Date, and at the discretion of fund management, the fund’s portfolio securities will be sold and shares held of underlying funds will be redeemed, and the fund may cease to pursue its investment objective and policies. The liquidation of the fund may result in one or more taxable events for shareholders subject to federal income tax.
Accordingly, effective on April 11, 2023 (the “Closing Date”), the fund was closed to any investments for new accounts, except that new accounts may be established by participants in group retirement plans if the fund is established as an investment option under the plans before the Closing Date. The fund will continue to accept subsequent investments until the Liquidation Date, except that subsequent investments made by check or pursuant to TeleTransfer or Automatic Asset Builder no longer will be accepted after May 2, 2023. However, subsequent investments by Individual Retirement Accounts and retirement plans sponsored by BNY Mellon Investment Adviser, Inc. or its affiliates (together, “BNYM Adviser Retirement Plans”) pursuant to TeleTransfer or Automatic Asset Builder (but not by check) will be accepted after May 2, 2023.
Effective on the Closing Date, the front-end sales load applicable to purchases of the fund’s Class A shares will be waived on investments made in the fund’s Class A shares. In addition, as of that date, the CDSC applicable to redemptions of Class C shares and Class A shares of the fund will be waived on any redemption of such fund shares.
To the extent subsequent investments are made in the fund on or after the Closing Date, the fund’s distributor will not compensate financial institutions (which may include banks, securities dealers and other industry professionals) for selling Class C shares or Class A shares subject to a CDSC at the time of purchase. Fund shares held on the Liquidation Date in BNYM Adviser Retirement Plans will be exchanged for Wealth shares of Dreyfus Government Cash Management (“DGCM”). Investors may obtain a copy of the Prospectus of DGCM by calling 1-800-373-9387.
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INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS AND THE APPROVAL OF THE FUND’S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited)
At a meeting of the fund’s Board of Trustees held on March 6-7, 2023, the Board considered the renewal of the fund’s Investment Advisory Agreement and Administration Agreement, pursuant to which the Adviser provides the fund with investment advisory services and administrative services, and the Sub-Investment Advisory Agreement (together with the Investment Advisory Agreement and Administration Agreement, the “Agreements”), pursuant to which Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”) provides day-to-day management of the fund’s investments. The Board members, none of whom are “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 and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered several 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, including the fund. 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, as well as the Adviser’s supervisory activities over the Sub-Adviser. 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 based on
38
classifications provided by Thomson Reuters Lipper, which included information comparing (1) the performance of the fund’s Class I shares with the performance of a group of institutional emerging markets funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds consisting of all retail and institutional emerging markets funds (the “Performance Universe”), all for various periods ended December 31, 2022, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all institutional emerging markets funds, excluding outliers (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 select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
The Board noted that, prior to January 31, 2014, the fund did not use a “manager of managers” or “fund of funds” approach and the fund’s investments strategies were different than the strategies currently in place. The Board noted that different investments strategies may lead to different performance results and that the fund’s performance for periods prior to January 31, 2014 reflects the investment strategies in effect during those periods.
Performance Comparisons. 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 and the end date selected. The Board also considered the fund’s performance in light of overall financial market conditions. The Board discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was above the Performance Group and Performance Universe medians for all periods. 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 noted that the fund’s returns were above the returns of the index in seven of the ten calendar years shown. The Board also noted that the fund had a four-star overall rating and a four-star rating for each of the three- and ten-year periods from Morningstar based on Morningstar’s risk-adjusted return measures.
Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate (i.e., the aggregate of the investment advisory and administration fees pursuant to the Investment Advisory Agreement and Administration Agreement) payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year, which included reductions for a fee waiver arrangement in place that reduced the management fee paid to the Adviser. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the
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INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS AND THE APPROVAL OF THE FUND’S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
Expense Group and Expense Universe funds and discussed the results of the comparisons.
The Board considered that the fund’s contractual management fee was higher than the Expense Group median contractual management fee, the fund’s actual management fee was lower than the Expense Group median and the Expense Universe median actual management fee and the fund’s total expenses (including “acquired fund fees and expenses”) were higher than the Expense Group median and the Expense Universe median total expenses. The Board noted that no other fund in the Expense Group had acquired fund fees and expenses.
Representatives of the Adviser stated that the Adviser has contractually agreed, until February 1, 2024, to waive receipt of its fees and/or assume the direct expenses of the fund so that the direct expenses of none of the fund’s share classes (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed 1.30% of the fund’s average daily net assets. Because “acquired fund fees and expenses” are incurred indirectly by the fund as a result of its investments in underlying funds, such fees and expenses are not included in the expense limitation.
Representatives of the Adviser reviewed with the Board the management or investment advisory fees paid by funds advised by the Adviser that are in the same Lipper category as the fund (the “Similar Funds”), and explained the nature of the Similar Funds. 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 Funds to evaluate the appropriateness of the fund’s management fee. Representatives of the Adviser noted that there were no separate accounts and/or other types of client portfolios advised by the Adviser or the Sub-Adviser that are considered to have similar investment strategies and policies as the fund.
The Board considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its fee from the fund, and not the fund.
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 excessive, given the services rendered and service levels provided by the Adviser and its affiliates. The Board also considered the expense limitation arrangement and its effect on the profitability of the Adviser and its affiliates. The Board also had been provided with information prepared by an independent consulting firm regarding the Adviser’s approach to allocating costs
40
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 Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements 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. Since the Adviser, and not the fund, pays the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’s profitability to be relevant to its deliberations. 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 and the Sub-Adviser 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.
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 Agreements. 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 and the Sub-Adviser are adequate and appropriate.
· The Board was satisfied with the fund’s relative performance.
· The Board concluded that the fees paid to the Adviser and the Sub-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 Investment Advisory Agreement and Administration 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.
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INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS AND THE APPROVAL OF THE FUND’S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
In evaluating the Agreements, 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 and the Sub-Adviser, of the Adviser and the Sub-Adviser and the services provided to the fund by the Adviser and the Sub-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 Agreements, 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 the fund had the benefit of a number of years of reviews of the Agreements 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 its 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 Agreements.
*******
At the meeting of the fund’s Board held on March 6-7, 2023, the Board also considered the approval of a delegation arrangement between NIMNA and its affiliate, Newton Investment Management Limited (“NIM”), which permits NIMNA, as the fund’s sub-investment adviser, to use the investment advisory personnel, resources and capabilities (“Investment Advisory Services”) available at its sister company, NIM, in providing the day-to-day management of the fund’s investments. In connection therewith, the Board considered the approval of a sub-sub-investment advisory agreement (the “SSIA Agreement”) between NIMNA and NIM, with respect to the fund. In considering the approval of the SSIA Agreement, the Board considered several 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.
At the meeting, the Adviser and the Sub-Adviser recommended the approval of the SSIA Agreement to enable NIM to provide Investment Advisory Services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services, subject to the supervision of the Sub-Adviser and the Adviser. The recommendation for the approval of the SSIA Agreement was based on the following considerations, among others: (i) approval of the SSIA Agreement would permit the Sub-Adviser to use investment personnel employed primarily by NIM as primary portfolio managers of the fund and to use the investment research services of NIM in the day-to-day management of the fund’s investments; and (ii) there would be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the
42
management fee payable by the fund or the sub-advisory fee payable by the Adviser to the Sub-Adviser as a result of the delegation arrangement. The Board also considered the fact that the Adviser stated that it believed there were no material changes to the information the Board had previously considered at the meeting in connection with the Board’s re-approval of the Agreements for the ensuing year, other than the information about the delegation arrangement and NIM.
In determining whether to approve the SSIA Agreement, the Board considered the materials prepared by the Adviser and the Sub-Adviser received in advance of the meeting and other information presented at the meeting, which included: (i) a form of the SSIA Agreement; (ii) information regarding the delegation arrangement and how it is expected to enhance investment capabilities for the benefit of the fund; (iii) information regarding NIM; and (iv) an opinion of counsel that the proposed delegation arrangement would not result in an “assignment” of the Sub-Investment Advisory Agreement under the 1940 Act and the Investment Advisers Act of 1940, as amended, and, therefore, did not require the approval of fund shareholders. The Board also considered the substance of discussions with representatives of the Adviser and the Sub-Adviser at the meeting in connection with the Board’s re-approval of the Agreements.
Nature, Extent and Quality of Services to be Provided. In examining the nature, extent and quality of the services that were expected to be provided by NIM under the SSIA Agreement, the Board considered: (i) NIM’s organization, qualification and background, as well as the qualifications of its personnel; (ii) the expertise of the personnel providing portfolio management services; (iii) information regarding NIM’s compliance program; and (iv) the investment strategy for the fund, which would remain the same. The Board also considered that enabling the Sub-Adviser to use the proposed Investment Advisory Services provided by NIM, the Sub-Adviser would provide investment and portfolio management services of at least the same nature, extent and quality that it currently provides to the fund without the ability to use the Investment Advisory Services of its sister company. Based on the considerations and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by the Sub-Adviser having the ability to use the Investment Advisory Services supported a decision to approve the SSIA Agreement.
Investment Performance. The Board considered the fund’s investment performance and that of the investment team managing the fund’s portfolio (including comparative data provided by Broadridge) at the meeting in connection with the Board’s re-approval of the Agreements. The Board considered that the same investment professionals would continue to manage the fund’s assets and that enabling the Sub-Adviser to use the Investment Advisory Services pursuant to the SSIA Agreement for the benefit of the fund supported a decision to approve the SSIA Agreement.
Costs of Services to be Provided and Profitability. The Board considered the contractual management fee payable by the fund to the Adviser pursuant to the Investment Advisory Agreement and Administration Agreement and the contractual sub-investment advisory fee payable by the Adviser to the Sub-Adviser pursuant to the Sub-Investment
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INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS AND THE APPROVAL OF THE FUND’S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
Advisory Agreement at the meeting in connection with the Board’s re-approval of the Agreements. The Board noted that the contractual management fee payable by the fund to the Adviser and the sub-investment advisory fee payable by the Adviser to the Sub-Adviser, would not change in connection with the proposed delegation arrangement. The Board recognized that, because the fees payable would not change, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Agreements, and that the Board had received and considered a profitability analysis of the Adviser and its affiliates, including NIMNA, at the meeting in connection with the Board’s re-approval of the Agreements. The Board concluded that the Adviser’s profitability was not excessive in light of the nature, extent and quality of the services to be provided to the fund by the Adviser and the Sub-Adviser under the Agreements.
Economies of Scale to be Realized. The Board recognized that, because the fees payable by the fund to the Adviser pursuant to the Investment Advisory Agreement and Administration Agreement and the contractual sub-investment advisory fee payable by the Adviser to the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement would not change in connection with the proposed delegation arrangement, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Agreements, which had been done at the meeting in connection with the Board’s re-approval of the Agreements. At the meeting, 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 Agreements 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.
The Board also considered whether there were any ancillary benefits that would accrue to the Sub-Adviser as a result of its relationship with the fund after the delegation arrangement, and such ancillary benefits, if any, were determined to be reasonable.
After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board, with the assistance of independent legal counsel, approved the delegation arrangement and the SSIA Agreement for the fund.
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BNY Mellon Diversified Emerging Markets Fund
240 Greenwich Street
New York, NY 10286
Adviser
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
ew York, NY 10286
Sub-Adviser
Newton Investment Management
North America, LLC
BNY Mellon Center
201 Washington Street
Boston, MA 02108
Newton Investment Management Limited
160 Queen Victoria Street
London, EC4V, 4LA, England
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
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Ticker Symbols: | Class A: DBEAX Class C: DBECX Class I: SBCEX Class Y: SBYEX |
Telephone Call your financial representative or 1-800-373-9387
Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
E-mail Send your request to info@bnymellon.com
Internet Information can be viewed online or downloaded at www.im.bnymellon.com
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 at www.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 at www.im.bnymellon.com 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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© 2023 BNY Mellon Securities Corporation 6919SA0323 | 
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BNY Mellon International Equity Fund
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SEMI-ANNUAL REPORT March 31, 2023 |
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Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes. |
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The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other person in the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change at any time based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund in the BNY Mellon Family of Funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any fund in the BNY Mellon Family of Funds. |
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Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
THE FUND
FOR MORE INFORMATION
Back Cover
DISCUSSION OF FUND PERFORMANCE (Unaudited)
For the period from October 1, 2022, through March 31, 2023, as provided by portfolio manager Paul Markham of Newton Investment Management Limited, sub-adviser.
Market and Fund Performance Overview
For the six-month period ended March 31, 2023, BNY Mellon International Equity Fund (the “fund”) produced a total return of 23.96% for Class A shares, 23.46% for Class C shares, 24.12% for Class I shares and 24.12% for Class Y shares.1,2 In comparison, the fund’s benchmark, the MSCI EAFE® Index (the “Index”), produced a net return of 27.27% for the same period.3
International equity markets gained significant ground on broad economic growth and signs that inflation was coming under control. The fund underperformed the Index, primarily due to disappointing stock selections in several sectors, most prominently industrials.
The Fund’s Investment Approach
The fund seeks long-term growth of capital. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in common stocks or securities convertible into common stocks of foreign companies and depositary receipts evidencing ownership in such securities. At least 75% of the fund’s net assets will be invested in countries represented in the Index.
The core of the investment philosophy of Newton Investment Management Limited (“Newton”), the fund’s sub-adviser, is the belief that no company, market or economy can be considered in isolation; each must be understood within a global context. Newton believes that a global comparison of companies is the most effective method of stock analysis, and Newton’s global analysts research investment opportunities by global sector rather than by region.
The process begins by identifying a core list of investment themes that Newton believes will positively or negatively affect certain sectors or industries and cause stocks within these sectors or industries to outperform or underperform others. Newton then identifies specific companies, using these investment themes, to help focus on areas where thematic and strategic research indicates superior returns are likely to be achieved. Sell decisions for individual stocks will typically be a result of one or more of the following: a change in investment theme or strategy, profit taking, a significant change in the prospects of a company, price movement and market activity creating an extreme valuation, and the valuation of a company becoming expensive against its peers.
International Equities Rebound on Positive Macroeconomic Trends
In the wake of sharp declines during the prior year related to the pandemic, the war in Ukraine and rising inflation, international equity markets rebounded strongly during the reporting period. In early October, evidence of decelerating price growth in the U.S. ISM (Institute for Supply Management) manufacturing report raised hopes that inflation had peaked, ensuring risk assets got off to a flying start. Further positive momentum was injected the following month, when U.S. consumer price inflation came in lower than expected. Stocks maintained their upward trajectory despite a steadfastly hawkish rhetoric and actions from central bankers, including a surprising move by the Bank of Japan, previously an outlier
2
in the process of monetary tightening, to raise the cap on the country’s long-term interest rates. Elsewhere, China eased its draconian COVID-19 policies.
Positive trends continued in early 2023, with risk-on sentiment predominating in January. However, as the quarter progressed, several issues took a toll on sentiment. January’s U.S. inflation prints came in ahead of expectations, while headline employment data was also very robust. This prompted the U.S. Federal Reserve to underscore its hawkish stance, and, in turn, put pressure on risk assets. Another major challenge arose in early March, as signs of stress emerged in the U.S. banking sector, when two banks collapsed as a result of heavy losses on their government bond portfolios combined with massive deposit flight. This was soon followed by the enforced takeover of the ailing Credit Suisse by UBS under the auspices of the Swiss authorities. However, following rapid action by the U.S. authorities and major banks in support of the banking industry, equities regained their upward momentum during the final weeks of the period.
Stock Selection Undermines Relative Performance
Stock selection weighed on the fund’s performance relative to the Index in several sectors, most heavily in industrials. The fund’s relative positioning and individual stock selections in the consumer discretionary and consumer staples sectors detracted as well. Among significantly underperforming holdings, Swiss pharmaceutical and diagnostics company Roche Holding AG stood out as the company failed to gain much traction during the period with pandemic-related revenues set to fall away. A series of pipeline disappointments cast further doubts among investors regarding the firm’s research and development capabilities, a source of strength historically. In our view, Roche Holding AG remains a high-quality company, and we continue to see upside potential from a large number of recently launched products that stand to reaccelerate top-line growth. Another notable underperformer, East Japan Railway Co., continued to feel the impact of the pandemic as the company posted disappointing financial results for the third quarter of 2022. Finally, lack of exposure to Dutch semiconductor equipment maker ASLM, a large constituent of the Index, further weighted on relative returns as the stock rose sharply.
On the positive side, stock selection contributed positively to relative returns in the information technology sector, while a lack of exposure to real estate also proved beneficial in a rising rate environment. Among top holdings, shares in Japan-based semiconductor test equipment maker Advantest Corp. performed well as management noted strong visibility on earnings given a healthy order backlog. Despite a credit rating downgrade, shares in France-based global reinsurer SCOR SE rose in response to the company’s actions to increase its earnings resilience. News suggesting the company’s chairperson would be departing was also regarded favorably by the market, given the positive implications for corporate governance. South Korea-based battery manufacturing company Samsung SDI Co. Ltd. saw shares climb as the company was viewed as advantaged by certain aspects of the U.S. Inflation Reduction Act of 2022, relative to Chinese peers, Shares had been weak prior, owing to concerns regarding the macroeconomic backdrop and downstream battery demand for electric vehicles. However, the company’s financial results for the fourth quarter of 2022 generally met expectations. The fund used forward foreign-exchange hedges during the period to mitigate the effects of shifting currency valuations, although these were not in place as of the end of the period. The overall impact on performance was minimal.
3
DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)
Maintaining a Balanced Focus on Resilient Earnings Profiles
As the economy adjusts to the effects of higher bond yields, we see potential for increased pressure on liquidity and credit availability. We therefore expect international equity markets to exhibit volatility over the shorter term in an environment of higher yields. We continue to analyze the potential consequences of tighter money supply and changing central bank rate policy for the global economy, the impact of which we saw once again in March 2023 in the form of stress in the banking system. We remain vigilant of, and indeed anticipate, further ‘breakages’ this year as rates continue to rise.
Accordingly, supported by our multi-dimensional research process, we continue to place our focus on those companies that we believe have more resilient earnings profiles and attractive end-market outlooks. Overall, we retain a balanced approach in the fund.
As of the end of the period, the fund held its largest overweight sector position in financials. However, with confidence in the banking subsector having deteriorated over March, it is worth noting the fund maintains underweight exposure to that component. Although banks are, broadly speaking, in a stronger position than in the last major crisis, we believe recent events could reduce investor appetite to take on exposure. Rather, the fund’s overweight stance in financials focuses on the insurance subsector, particularly companies such as UK-based Prudential PLC and Hong Kong-based AIA Group Ltd., where the fund’s investments are grounded in thematic support, based on the premise that as populations become wealthier, they start to save for retirement and will buy more life insurance products. Many of these companies’ end markets are seeing significant demand growth with GDP per capita rising, thereby presenting, in our view, compelling investment opportunities.
April 17, 2023
1 BNY Mellon Investment Adviser, Inc. serves as the investment adviser for the fund. Newton Investment Management Limited (NIM) is the fund’s subadvisor. NIM’s comments are provided as a general market overview and should not be considered investment advice or predictive of any future market performance. NIM’s views are current as of the date of this communication and are subject to change rapidly as economic and market conditions dictate.
2 Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price, yield 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 February 1, 2024, at which time it may be extended, modified or terminated. Had these expenses not been absorbed, returns would have been lower.
3 Source: Lipper Inc. — The MSCI EAFE® Index (Europe, Australasia, Far East) is a free float-adjusted, market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. It reflects reinvestment of net dividends and, where applicable, capital gain distributions. Investors cannot invest directly in any index.
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.
Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and affected certain countries, companies, industries and market sectors more dramatically than others. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.
Investing internationally involves special risks, including changes in currency exchange rates, political, economic, and social instability, a lack of comprehensive company information, differing auditing and legal standards and less market liquidity.
The fund may, but is not required to, use derivative instruments. A small investment in derivatives could have a potentially large impact on the fund’s performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets.
4
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) and redemption fees, 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 International Equity Fund from October 1, 2022 to March 31, 2023. 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 March 31, 2023 | |
| | | | | | |
| | Class A | Class C | Class I | Class Y | |
Expenses paid per $1,000† | $5.97 | $10.14 | $4.58 | $4.58 | |
Ending value (after expenses) | $1,239.60 | $1,234.60 | $1,241.20 | $1,241.20 | |
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 March 31, 2023 | |
| | | | | | |
| | Class A | Class C | Class I | Class Y | |
Expenses paid per $1,000† | $5.39 | $9.15 | $4.13 | $4.13 | |
Ending value (after expenses) | $1,019.60 | $1,015.86 | $1,020.84 | $1,020.84 | |
† | Expenses are equal to the fund’s annualized expense ratio of 1.07% for Class A, 1.82% for Class C, .82% for Class I and .82% for Class Y, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). |
5
STATEMENT OF INVESTMENTS
March 31, 2023 (Unaudited)
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 96.7% | | | | | |
Australia - 1.5% | | | | | |
National Australia Bank Ltd. | | | | 332,936 | | 6,180,621 | |
Bermuda - 1.8% | | | | | |
Hiscox Ltd. | | | | 538,377 | | 7,379,342 | |
Brazil - 1.2% | | | | | |
B3 SA - Brasil Bolsa Balcao | | | | 1,286,156 | | 2,621,312 | |
XP, Inc., Cl. A | | | | 184,670 | a,b | 2,192,033 | |
| | | | 4,813,345 | |
China - 2.9% | | | | | |
Alibaba Group Holding Ltd. | | | | 312,196 | b | 3,970,418 | |
Ping An Insurance Group Company of China Ltd., Cl. H | | | | 1,239,000 | | 8,030,404 | |
| | | | 12,000,822 | |
Denmark - 1.3% | | | | | |
Chr. Hansen Holding A/S | | | | 41,303 | | 3,134,533 | |
Novozymes A/S, Cl. B | | | | 46,217 | | 2,367,377 | |
| | | | 5,501,910 | |
France - 15.8% | | | | | |
Air Liquide SA | | | | 32,769 | | 5,489,771 | |
AXA SA | | | | 145,229 | | 4,440,643 | |
Compagnie de Saint-Gobain | | | | 78,243 | | 4,454,977 | |
Edenred | | | | 70,232 | | 4,155,394 | |
L'Oreal SA | | | | 15,635 | | 6,995,130 | |
LVMH SE | | | | 9,589 | | 8,787,914 | |
Publicis Groupe SA | | | | 53,768 | b | 4,200,660 | |
Sanofi | | | | 110,899 | | 12,077,140 | |
SCOR SE | | | | 295,002 | | 6,707,259 | |
Vinci SA | | | | 72,463 | | 8,315,095 | |
| | | | 65,623,983 | |
Germany - 4.9% | | | | | |
Bayer AG | | | | 63,424 | | 4,039,858 | |
Deutsche Boerse AG | | | | 46,249 | | 9,001,050 | |
SAP SE | | | | 58,143 | | 7,314,227 | |
| | | | 20,355,135 | |
Hong Kong - 2.2% | | | | | |
AIA Group Ltd. | | | | 850,512 | | 8,936,654 | |
India - 1.6% | | | | | |
Housing Development Finance Corp. Ltd. | | | | 206,778 | b | 6,625,616 | |
Ireland - 1.1% | | | | | |
CRH PLC | | | | 87,001 | | 4,396,872 | |
Japan - 16.5% | | | | | |
Advantest Corp. | | | | 90,900 | | 8,421,943 | |
6
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 96.7% (continued) | | | | | |
Japan - 16.5% (continued) | | | | | |
East Japan Railway Co. | | | | 109,800 | | 6,071,984 | |
Ebara Corp. | | | | 135,400 | | 6,299,063 | |
Pan Pacific International Holdings Corp. | | | | 249,700 | | 4,832,083 | |
Recruit Holdings Co. Ltd. | | | | 148,413 | | 4,113,651 | |
Sony Group Corp. | | | | 89,800 | | 8,164,097 | |
Sugi Holdings Co. | | | | 133,600 | | 5,746,298 | |
TechnoPro Holdings, Inc. | | | | 441,200 | | 12,228,178 | |
Topcon Corp. | | | | 457,900 | | 6,191,015 | |
Toyota Industries Corp. | | | | 111,800 | | 6,225,684 | |
| | | | 68,293,996 | |
Netherlands - 2.8% | | | | | |
ING Groep NV | | | | 346,700 | | 4,124,716 | |
Universal Music Group NV | | | | 294,716 | | 7,450,133 | |
| | | | 11,574,849 | |
Norway - 1.1% | | | | | |
TOMRA Systems ASA | | | | 272,025 | | 4,596,547 | |
South Korea - 2.0% | | | | | |
Samsung SDI Co. Ltd. | | | | 14,862 | | 8,470,468 | |
Spain - 1.0% | | | | | |
Amadeus IT Group SA | | | | 63,547 | b | 4,254,895 | |
Sweden - 1.0% | | | | | |
Swedbank AB, Cl. A | | | | 261,428 | | 4,290,404 | |
Switzerland - 12.8% | | | | | |
Alcon, Inc. | | | | 75,772 | | 5,376,126 | |
Lonza Group AG | | | | 10,941 | | 6,580,630 | |
Nestle SA | | | | 108,254 | | 13,215,303 | |
Novartis AG | | | | 76,420 | | 7,015,729 | |
Roche Holding AG | | | | 44,935 | | 12,859,830 | |
Zurich Insurance Group AG | | | | 17,306 | | 8,280,767 | |
| | | | 53,328,385 | |
Taiwan - 1.0% | | | | | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | | 44,660 | | 4,154,273 | |
United Kingdom - 23.6% | | | | | |
Anglo American PLC | | | | 162,119 | | 5,365,737 | |
Ashtead Group PLC | | | | 49,688 | | 3,044,294 | |
AstraZeneca PLC | | | | 91,664 | | 12,722,977 | |
BAE Systems PLC | | | | 588,032 | | 7,128,720 | |
Barclays PLC | | | | 4,310,620 | | 7,782,921 | |
Croda International PLC | | | | 62,233 | | 4,998,792 | |
Diageo PLC | | | | 249,822 | | 11,149,658 | |
National Grid PLC | | | | 500,264 | | 6,790,406 | |
Prudential PLC | | | | 699,721 | | 9,569,594 | |
7
STATEMENT OF INVESTMENTS (Unaudited) (continued)
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 96.7% (continued) | | | | | |
United Kingdom - 23.6% (continued) | | | | | |
RELX PLC | | | | 243,057 | | 7,870,683 | |
Shell PLC | | | | 533,368 | | 15,273,370 | |
SSE PLC | | | | 284,609 | | 6,339,543 | |
| | | | 98,036,695 | |
United States - .6% | | | | | |
Linde PLC | | | | 7,168 | | 2,518,225 | |
Total Common Stocks (cost $319,678,616) | | | | 401,333,037 | |
| | Preferred Dividend Yield (%) | | | | | |
Preferred Stocks - 1.7% | | | | | |
Germany - 1.7% | | | | | |
Volkswagen AG (cost $11,717,606) | | 20.86 | | 51,190 | | 6,985,102 | |
| | 1-Day Yield (%) | | | | | |
Investment Companies - 2.1% | | | | | |
Registered Investment Companies - 2.1% | | | | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares (cost $8,688,676) | | 4.89 | | 8,688,676 | c | 8,688,676 | |
Total Investments (cost $340,084,898) | | 100.5% | | 417,006,815 | |
Liabilities, Less Cash and Receivables | | (.5%) | | (1,889,148) | |
Net Assets | | 100.0% | | 415,117,667 | |
ADR—American Depository Receipt
a Security, or portion thereof, on loan. At March 31, 2023, the value of the fund’s securities on loan was $480,616 and the value of the collateral was $499,119, consisting of U.S. Government & Agency securities. In addition, the value of collateral may include pending sales that are also on loan.
b Non-income producing security.
c Investment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.
8
| |
Portfolio Summary (Unaudited) † | Value (%) |
Pharmaceuticals Biotechnology & Life Sciences | 13.3 |
Insurance | 12.9 |
Capital Goods | 8.5 |
Commercial & Professional Services | 6.9 |
Materials | 6.8 |
Financial Services | 5.9 |
Food, Beverage & Tobacco | 5.9 |
Banks | 5.4 |
Consumer Durables & Apparel | 4.1 |
Energy | 3.7 |
Technology Hardware & Equipment | 3.5 |
Utilities | 3.2 |
Semiconductors & Semiconductor Equipment | 3.0 |
Media & Entertainment | 2.8 |
Consumer Discretionary Distrib | 2.1 |
Investment Companies | 2.1 |
Software & Services | 1.8 |
Household & Personal Products | 1.7 |
Automobiles & Components | 1.7 |
Transportation | 1.5 |
Consumer Staples Distribution | 1.4 |
Health Care Equipment & Services | 1.3 |
Consumer Services | 1.0 |
| 100.5 |
† Based on net assets.
See notes to financial statements.
9
STATEMENT OF INVESTMENTS (Unaudited) (continued)
| | | | | | |
Affiliated Issuers | | | |
Description | Value ($) 9/30/2022 | Purchases ($)† | Sales ($) | Value ($) 3/31/2023 | Dividends/ Distributions ($) | |
Registered Investment Companies - 2.1% | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 2.1% | 196,010 | 89,561,150 | (81,068,484) | 8,688,676 | 95,023 | |
Investment of Cash Collateral for Securities Loaned - .0% | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - .0% | - | 7,633,627 | (7,633,627) | - | 1,006 | †† |
Total - 2.1% | 196,010 | 97,194,777 | (88,702,111) | 8,688,676 | 96,029 | |
† Includes reinvested dividends/distributions.
†† Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.
See notes to financial statements.
10
STATEMENT OF ASSETS AND LIABILITIES
March 31, 2023 (Unaudited)
| | | | | | |
| | | | | | |
| | | Cost | | Value | |
Assets ($): | | | | |
Investments in securities—See Statement of Investments (including securities on loan, valued at $480,616)—Note 1(c): | | | |
Unaffiliated issuers | 331,396,222 | | 408,318,139 | |
Affiliated issuers | | 8,688,676 | | 8,688,676 | |
Cash denominated in foreign currency | | | 693,228 | | 693,482 | |
Receivable for investment securities sold | | 4,167,469 | |
Tax reclaim receivable—Note 1(b) | | 2,402,626 | |
Dividends and securities lending income receivable | | 977,494 | |
Receivable for shares of Beneficial Interest subscribed | | 341,729 | |
Prepaid expenses | | | | | 47,410 | |
| | | | | 425,637,025 | |
Liabilities ($): | | | | |
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(c) | | 321,618 | |
Payable for investment securities purchased | | 9,689,050 | |
Payable for shares of Beneficial Interest redeemed | | 431,379 | |
Trustees’ fees and expenses payable | | 6,040 | |
Other accrued expenses | | | | | 71,271 | |
| | | | | 10,519,358 | |
Net Assets ($) | | | 415,117,667 | |
Composition of Net Assets ($): | | | | |
Paid-in capital | | | | | 336,699,405 | |
Total distributable earnings (loss) | | | | | 78,418,262 | |
Net Assets ($) | | | 415,117,667 | |
| | | | | |
Net Asset Value Per Share | Class A | Class C | Class I | Class Y | |
Net Assets ($) | 9,234,175 | 683,457 | 105,937,696 | 299,262,339 | |
Shares Outstanding | 443,404 | 33,317 | 5,131,714 | 14,571,923 | |
Net Asset Value Per Share ($) | 20.83 | 20.51 | 20.64 | 20.54 | |
| | | | | |
See notes to financial statements. | | | | | |
11
STATEMENT OF OPERATIONS
Six Months Ended March 31, 2023 (Unaudited)
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Investment Income ($): | | | | |
Income: | | | | |
Cash dividends (net of $362,342 foreign taxes withheld at source): | |
Unaffiliated issuers | | | 4,367,213 | |
Affiliated issuers | | | 95,023 | |
Income from securities lending—Note 1(c) | | | 1,006 | |
Total Income | | | 4,463,242 | |
Expenses: | | | | |
Management fee—Note 3(a) | | | 1,586,193 | |
Professional fees | | | 55,524 | |
Shareholder servicing costs—Note 3(c) | | | 54,837 | |
Custodian fees—Note 3(c) | | | 39,008 | |
Registration fees | | | 31,338 | |
Trustees’ fees and expenses—Note 3(d) | | | 26,861 | |
Prospectus and shareholders’ reports | | | 10,818 | |
Chief Compliance Officer fees—Note 3(c) | | | 8,500 | |
Loan commitment fees—Note 2 | | | 5,240 | |
Interest expense—Note 2 | | | 4,165 | |
Distribution fees—Note 3(b) | | | 2,614 | |
Miscellaneous | | | 15,966 | |
Total Expenses | | | 1,841,064 | |
Less—reduction in expenses due to undertaking—Note 3(a) | | | (81,613) | |
Less—reduction in fees due to earnings credits—Note 3(c) | | | (741) | |
Net Expenses | | | 1,758,710 | |
Net Investment Income | | | 2,704,532 | |
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): | | |
Net realized gain (loss) on investments and foreign currency transactions | 10,995,925 | |
Net realized gain (loss) on forward foreign currency exchange contracts | (2,857,222) | |
Net Realized Gain (Loss) | | | 8,138,703 | |
Net change in unrealized appreciation (depreciation) on investments and foreign currency transactions | 80,343,939 | |
Net change in unrealized appreciation (depreciation) on forward foreign currency exchange contracts | 16,073 | |
Net Change in Unrealized Appreciation (Depreciation) | | | 80,360,012 | |
Net Realized and Unrealized Gain (Loss) on Investments | | | 88,498,715 | |
Net Increase in Net Assets Resulting from Operations | | 91,203,247 | |
| | | | | | |
See notes to financial statements. | | | | | |
12
STATEMENT OF CHANGES IN NET ASSETS
| | | | | | | | | |
| | | | | | | | | |
| | | | Six Months Ended March 31, 2023 (Unaudited) | | Year Ended September 30, 2022 | |
Operations ($): | | | | | | | | |
Net investment income | | | 2,704,532 | | | | 7,866,385 | |
Net realized gain (loss) on investments | | 8,138,703 | | | | 30,996,019 | |
Net change in unrealized appreciation (depreciation) on investments | | 80,360,012 | | | | (223,790,630) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | 91,203,247 | | | | (184,928,226) | |
Distributions ($): | |
Distributions to shareholders: | | | | | | | | |
Class A | | | (323,257) | | | | (463,037) | |
Class C | | | (15,019) | | | | (28,314) | |
Class I | | | (3,690,294) | | | | (5,371,005) | |
Class Y | | | (11,286,552) | | | | (17,109,647) | |
Total Distributions | | | (15,315,122) | | | | (22,972,003) | |
Beneficial Interest Transactions ($): | |
Net proceeds from shares sold: | | | | | | | | |
Class A | | | 580,454 | | | | 10,417,534 | |
Class C | | | 35,262 | | | | 39,488 | |
Class I | | | 8,892,291 | | | | 29,403,414 | |
Class Y | | | 9,758,291 | | | | 44,837,236 | |
Distributions reinvested: | | | | | | | | |
Class A | | | 320,514 | | | | 457,203 | |
Class C | | | 15,019 | | | | 27,428 | |
Class I | | | 3,527,673 | | | | 5,130,777 | |
Class Y | | | 5,431,866 | | | | 6,511,272 | |
Cost of shares redeemed: | | | | | | | | |
Class A | | | (2,293,544) | | | | (6,911,544) | |
Class C | | | (163,444) | | | | (374,774) | |
Class I | | | (25,675,858) | | | | (52,531,717) | |
Class Y | | | (71,233,941) | | | | (134,157,947) | |
Increase (Decrease) in Net Assets from Beneficial Interest Transactions | (70,805,417) | | | | (97,151,630) | |
Total Increase (Decrease) in Net Assets | 5,082,708 | | | | (305,051,859) | |
Net Assets ($): | |
Beginning of Period | | | 410,034,959 | | | | 715,086,818 | |
End of Period | | | 415,117,667 | | | | 410,034,959 | |
13
STATEMENT OF CHANGES IN NET ASSETS (continued)
| | | | | | | | | |
| | | | | | | | | |
| | | | Six Months Ended March 31, 2023 (Unaudited) | | Year Ended September 30, 2022 | |
Capital Share Transactions (Shares): | |
Class Aa | | | | | | | | |
Shares sold | | | 29,338 | | | | 426,916 | |
Shares issued for distributions reinvested | | | 16,253 | | | | 18,570 | |
Shares redeemed | | | (116,569) | | | | (296,266) | |
Net Increase (Decrease) in Shares Outstanding | (70,978) | | | | 149,220 | |
Class C | | | | | | | | |
Shares sold | | | 1,957 | | | | 1,883 | |
Shares issued for distributions reinvested | | | 772 | | | | 1,132 | |
Shares redeemed | | | (8,344) | | | | (16,742) | |
Net Increase (Decrease) in Shares Outstanding | (5,615) | | | | (13,727) | |
Class Ia | | | | | | | | |
Shares sold | | | 443,903 | | | | 1,312,107 | |
Shares issued for distributions reinvested | | | 180,629 | | | | 210,192 | |
Shares redeemed | | | (1,321,502) | | | | (2,408,570) | |
Net Increase (Decrease) in Shares Outstanding | (696,970) | | | | (886,271) | |
Class Ya | | | | | | | | |
Shares sold | | | 484,868 | | | | 2,118,295 | |
Shares issued for distributions reinvested | | | 279,561 | | | | 268,064 | |
Shares redeemed | | | (3,672,148) | | | | (6,274,899) | |
Net Increase (Decrease) in Shares Outstanding | (2,907,719) | | | | (3,888,540) | |
| | | | | | | | | |
a | During the period ended March 31, 2023, 105,322 Class Y shares representing $2,035,319 were exchanged for 104,791 Class I shares. During the period ended September 30, 2022, 466,158 Class Y shares representing $10,153,051 were exchanged for 463,844 Class I shares, and 1,394 Class Y shares representing $34,602 were exchanged for 1,375 Class A shares. | |
See notes to financial statements. | | | | | | | | |
14
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.
| | | | | | |
| Six Months Ended | |
| March 31, 2023 | Year Ended September 30, |
Class A Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 17.36 | 25.37 | 21.07 | 20.28 | 21.97 | 21.55 |
Investment Operations: | | | | | | |
Net investment incomea | .10 | .25 | .23 | .16 | .33 | .32 |
Net realized and unrealized gain (loss) on investments | 4.03 | (7.46) | 4.39 | 1.13 | (1.66) | .34 |
Total from Investment Operations | 4.13 | (7.21) | 4.62 | 1.29 | (1.33) | .66 |
Distributions: | | | | | | |
Dividends from net investment income | (.35) | (.80) | (.32) | (.50) | (.36) | (.24) |
Dividends from net realized gain on investments | (.31) | - | - | - | - | - |
Total Distributions | (.66) | (.80) | (.32) | (.50) | (.36) | (.24) |
Net asset value, end of period | 20.83 | 17.36 | 25.37 | 21.07 | 20.28 | 21.97 |
Total Return (%)b | 23.96c | (29.34) | 22.00 | 6.31 | (5.89) | 3.06 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | 1.19d | 1.16 | 1.17 | 1.19 | 1.18 | 1.14 |
Ratio of net expenses to average net assets | 1.07d | 1.07 | 1.07 | 1.07 | 1.07 | 1.07 |
Ratio of net investment income to average net assets | 1.04d | 1.08 | .93 | .78 | 1.66 | 1.45 |
Portfolio Turnover Rate | 20.96c | 53.90 | 26.26 | 32.45 | 36.45 | 31.58 |
Net Assets, end of period ($ x 1,000) | 9,234 | 8,928 | 9,263 | 6,329 | 5,743 | 5,697 |
a Based on average shares outstanding.
b Exclusive of sales charge.
c Not annualized.
d Annualized.
See notes to financial statements.
15
FINANCIAL HIGHLIGHTS (continued)
| | | | | | |
| Six Months Ended | |
| March 31, 2023 | Year Ended September 30, |
Class C Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 16.98 | 24.77 | 20.57 | 19.78 | 21.38 | 21.04 |
Investment Operations: | | | | | | |
Net investment incomea | .03 | .06 | .03 | .00b | .17 | .15 |
Net realized and unrealized gain (loss) on investments | 3.94 | (7.29) | 4.29 | 1.10 | (1.59) | .33 |
Total from Investment Operations | 3.97 | (7.23) | 4.32 | 1.10 | (1.42) | .48 |
Distributions: | | | | | | |
Dividends from net investment income | (.13) | (.56) | (.12) | (.31) | (.18) | (.14) |
Dividends from net realized gain on investments | (.31) | - | - | - | - | - |
Total Distributions | (.44) | (.56) | (.12) | (.31) | (.18) | (.14) |
Net asset value, end of period | 20.51 | 16.98 | 24.77 | 20.57 | 19.78 | 21.38 |
Total Return (%)c | 23.46d | (29.88) | 21.11 | 5.47 | (6.55) | 2.27 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | 2.06e | 1.98 | 1.95 | 1.96 | 1.93 | 1.90 |
Ratio of net expenses to average net assets | 1.82e | 1.82 | 1.82 | 1.82 | 1.82 | 1.82 |
Ratio of net investment income to average net assets | .27e | .26 | .14 | .00f | .89 | .68 |
Portfolio Turnover Rate | 20.96d | 53.90 | 26.26 | 32.45 | 36.45 | 31.58 |
Net Assets, end of period ($ x 1,000) | 683 | 661 | 1,304 | 1,337 | 1,696 | 2,217 |
a Based on average shares outstanding.
b Amount represents less than $.01 per share.
c Exclusive of sales charge.
d Not annualized.
e Annualized.
f Amount represents less than .01%.
See notes to financial statements.
16
| | | | | | |
| Six Months Ended | |
| March 31, 2023 | Year Ended September 30, |
Class I Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 17.24 | 25.18 | 20.90 | 20.12 | 21.79 | 21.38 |
Investment Operations: | | | | | | |
Net investment incomea | .13 | .30 | .28 | .20 | .36 | .42 |
Net realized and unrealized gain (loss) on investments | 3.99 | (7.40) | 4.36 | 1.13 | (1.62) | .29 |
Total from Investment Operations | 4.12 | (7.10) | 4.64 | 1.33 | (1.26) | .71 |
Distributions: | | | | | | |
Dividends from net investment income | (.41) | (.84) | (.36) | (.55) | (.41) | (.30) |
Dividends from net realized gain on investments | (.31) | - | - | - | - | - |
Total Distributions | (.72) | (.84) | (.36) | (.55) | (.41) | (.30) |
Net asset value, end of period | 20.64 | 17.24 | 25.18 | 20.90 | 20.12 | 21.79 |
Total Return (%) | 24.12b | (29.19) | 22.32 | 6.53 | (5.62) | 3.30 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | .91c | .89 | .88 | .88 | .86 | .87 |
Ratio of net expenses to average net assets | .82c | .82 | .82 | .82 | .82 | .82 |
Ratio of net investment income to average net assets | 1.30c | 1.34 | 1.14 | 1.02 | 1.84 | 1.97 |
Portfolio Turnover Rate | 20.96b | 53.90 | 26.26 | 32.45 | 36.45 | 31.58 |
Net Assets, end of period ($ x 1,000) | 105,938 | 100,515 | 169,071 | 177,360 | 214,538 | 292,092 |
a Based on average shares outstanding.
b Not annualized.
c Annualized.
See notes to financial statements.
17
FINANCIAL HIGHLIGHTS (continued)
| | | | | | |
| Six Months Ended | |
| March 31, 2023 | Year Ended September 30, |
Class Y Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 17.16 | 25.06 | 20.81 | 20.03 | 21.70 | 21.29 |
Investment Operations: | | | | | | |
Net investment incomea | .13 | .29 | .28 | .20 | .37 | .36 |
Net realized and unrealized gain (loss) on investments | 3.97 | (7.35) | 4.33 | 1.13 | (1.63) | .35 |
Total from Investment Operations | 4.10 | (7.06) | 4.61 | 1.33 | (1.26) | .71 |
Distributions: | | | | | | |
Dividends from net investment income | (.41) | (.84) | (.36) | (.55) | (.41) | (.30) |
Dividends from net realized gain on investments | (.31) | - | - | - | - | - |
Total Distributions | (.72) | (.84) | (.36) | (.55) | (.41) | (.30) |
Net asset value, end of period | 20.54 | 17.16 | 25.06 | 20.81 | 20.03 | 21.70 |
Total Return (%) | 24.12b | (29.17) | 22.29 | 6.58 | (5.63) | 3.33 |
Ratios/Supplemental Data (%): | | | | | |
Ratio of total expenses to average net assets | .84c | .82 | .82 | .82 | .80 | .80 |
Ratio of net expenses to average net assets | .82c | .82 | .82 | .82 | .80 | .80 |
Ratio of net investment income to average net assets | 1.28c | 1.32 | 1.15 | 1.00 | 1.88 | 1.64 |
Portfolio Turnover Rate | 20.96b | 53.90 | 26.26 | 32.45 | 36.45 | 31.58 |
Net Assets, end of period ($ x 1,000) | 299,262 | 299,931 | 535,448 | 486,727 | 849,188 | 1,068,449 |
a Based on average shares outstanding.
b Not annualized.
c Annualized.
See notes to financial statements.
18
NOTES TO FINANCIAL STATEMENTS (Unaudited)
NOTE 1—Significant Accounting Policies:
BNY Mellon International Equity Fund (the “fund”) is a separate diversified series of BNY Mellon Investment Funds I (the “Trust”), 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 six series, including the fund. The fund’s investment objective is to seek long-term growth of capital. 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. Newton Investment Management Limited (the “Sub-Adviser”), an indirect wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, serves as the fund’s sub-adviser.
Effective March 31, 2023, the Sub-Adviser, entered into a sub-sub-investment advisory agreement with its affiliate, Newton Investment Management North America, LLC (NIMNA), to enable NIMNA to provide certain advisory services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services. NIMNA is subject to the supervision of the Sub-Adviser and the Adviser. NIMNA is also an affiliate of the Adviser. NIMNA’s principal office is located at BNY Mellon Center, 201 Washington Street, Boston, MA 02108. As of March 31, 2023, NIMNA had approximately $53 billion in assets under management. NIMNA is an indirect subsidiary of BNY Mellon.
BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. 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: Class A, Class C, Class I and Class Y. Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers
19
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
(including BNY Mellon and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to 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 Trust 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 SEC under 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 Trust enters 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).
20
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.
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:
The Trust’s Board of Trustees (the “Board”) has designated the Adviser as the fund’s valuation designee to make all fair value determinations with respect to the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.
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.
21
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
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 Depositary 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 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 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.
Investments denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange.
The following is a summary of the inputs used as of March 31, 2023 in valuing the fund’s investments:
| | | | | | |
| Level 1-Unadjusted Quoted Prices | Level 2- Other Significant Observable Inputs | | Level 3-Significant Unobservable Inputs | Total | |
Assets ($) | | |
Investments in Securities:† | | |
Equity Securities - Common Stocks | 8,967,618 | 392,365,419 | †† | - | 401,333,037 | |
Equity Securities - Preferred Stocks | - | 6,985,102 | †† | - | 6,985,102 | |
Investment Companies | 8,688,676 | - | | - | 8,688,676 | |
† See Statement of Investments for additional detailed categorizations, if any.
†† Securities classified within Level 2 at period end as the values were determined pursuant to the fund’s fair valuation procedures.
22
(b) Foreign currency transactions: The fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized on securities transactions between trade and settlement date, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments resulting from changes in exchange rates. Foreign currency gains and losses on foreign currency transactions are also included with net realized and unrealized gain or loss on investments.
Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred or those subject to reclaims as of March 31, 2023, if any, are disclosed in the fund’s Statement of Assets and Liabilities.
(c) 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 BNY Mellon, 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
23
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
transaction. Should a borrower fail to return the securities in a timely manner, BNY 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 March 31, 2023, BNY Mellon earned $137 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.
(d) Affiliated issuers: Investments in other investment companies advised by the Adviser are considered “affiliated” under the Act.
Certain affiliated investment companies may also invest in the fund. At March 31, 2023, BNY Mellon Diversified International Fund, an affiliate of the fund, held 2,932,673 Class Y shares representing approximately 14.5% of the fund’s net assets.
(e) Market Risk: The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. The value of a security may also decline due to general market conditions that are not specifically related to a particular company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, changes to inflation, adverse changes to credit markets or adverse investor sentiment generally. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed-income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff.
Foreign Investment Risk: To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social and economic factors affecting investments in foreign issuers. Special risk associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets,
24
lack of comprehensive company information, political and economic instability and differing auditing and legal standards.
(f) Dividends and distributions to shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from net investment income 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.
(g) 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 March 31, 2023, 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 March 31, 2023, the fund did not incur any interest or penalties.
Each tax year in the three-year period ended September 30, 2022 remains subject to examination by the Internal Revenue Service and state taxing authorities.
The tax character of distributions paid to shareholders during the fiscal year ended September 30, 2022 was as follows: ordinary income $22,972,003. The tax character of current year distributions will be determined at the end of the current fiscal year.
NOTE 2—Bank Lines of Credit:
The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY 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 $688.5 million and is available to all long-term open-ended funds, including the
25
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
fund, and (ii) Tranche B is an amount equal to $135 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 March 31, 2023 was approximately $206,044 with a related weighted average annualized interest rate of 4.05%.
NOTE 3—Management Fee, Sub-Advisory Fee and Other Transactions with Affiliates:
(a) Pursuant to a management agreement with the Adviser, the management fee was 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 October 1, 2022 through February 1, 2024, to waive receipt of its fees and/or assume the direct expenses of the fund so that the direct expenses of none of the fund’s share classes (excluding Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed .82% of the value of the fund’s average daily net assets. On or after February 1, 2024, the Adviser may terminate this expense limitation at any time. The reduction in expenses, pursuant to the undertaking, amounted to $81,613 during the period ended March 31, 2023.
Pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .36% of the value of the fund’s average daily net assets.
During the period ended March 31, 2023, the Distributor retained $29 from commissions earned on sales of the fund’s Class A shares.
(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended March 31, 2023, Class C shares were charged $2,614 pursuant to the Distribution Plan.
26
(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended March 31, 2023, Class A and Class C shares were charged $11,879 and $871, respectively, pursuant to the Shareholder Services Plan.
Under its terms, the Distribution Plan and Shareholder Services Plan shall remain in effect from year to year, provided such continuance is approved annually by a vote of a majority of those Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the operation of or in any agreement related to the Distribution Plan or Shareholder Services Plan.
The fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement of Operations.
The fund has an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.
The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services for the fund. The majority of Transfer Agent 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 March 31, 2023, the fund was charged $3,097 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $741.
The fund compensates the Custodian, 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
27
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
ended March 31, 2023, the fund was charged $39,008 pursuant to the custody agreement.
During the period ended March 31, 2023, the fund was charged $8,500 for services performed by the fund’s 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 fee of $259,917, Distribution Plan fees of $423, Shareholder Services Plan fees of $2,062, Custodian fee of $67,500, Chief Compliance Officer fees of $4,209 and Transfer Agent fees of $1,058, which are offset against an expense reimbursement currently in effect in the amount of $13,551.
(d) 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 and forward foreign currency exchange contracts (“forward contracts”), during the period ended March 31, 2023, amounted to $86,743,407 and $169,626,610, respectively.
Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. The fund enters into International Swaps and Derivatives Association, Inc. Master Agreements or similar agreements (collectively, “Master Agreements”) with its over-the-counter (“OTC”) derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under a Master Agreement, the fund may offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment in the event of default or termination. The SEC adopted Rule 18f-4 under the Act, which regulates the use of derivatives transactions for certain funds registered under the Act. The fund’s derivative transactions are subject to a value-at-risk leverage limit and certain reporting and other requirements pursuant to a derivatives risk management program adopted by the fund
Each type of derivative instrument that was held by the fund during the period ended March 31, 2023 is discussed below.
28
Forward Foreign Currency Exchange Contracts: The fund enters into forward contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to settle foreign currency transactions or as a part of its investment strategy. When executing forward contracts, the fund is obligated to buy or sell a foreign currency at a specified rate on a certain date in the future. With respect to sales of forward contracts, the fund incurs a loss if the value of the contract increases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract decreases between those dates. With respect to purchases of forward contracts, the fund incurs a loss if the value of the contract decreases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract increases between those dates. Any realized or unrealized gains or losses which occurred during the period are reflected in the Statement of Operations. The fund is exposed to foreign currency risk as a result of changes in value of underlying financial instruments. The fund is also exposed to credit risk associated with counterparty non-performance on these forward contracts, which is generally limited to the unrealized gain on each open contract. This risk may be mitigated by Master Agreements, if any, between the fund and the counterparty and the posting of collateral, if any, by the counterparty to the fund to cover the fund’s exposure to the counterparty. At March 31, 2023, there were no forward contracts outstanding.
The following summarizes the average market value of derivatives outstanding during the period ended March 31, 2023:
| | |
| | Average Market Value ($) |
Forward contracts | | 53,707,108 |
At March 31, 2023, accumulated net unrealized appreciation on investments contracts was $76,921,917, consisting of $95,733,259 gross unrealized appreciation and $18,811,342 gross unrealized depreciation.
At March 31, 2023, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).
29
INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-INVESTMENT ADVISORY AGREEMENTS AND THE APPROVAL OF THE FUND’S SUB- SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)
At a meeting of the fund’s Board of Trustees held on March 6-7, 2023, the Board considered the renewal of the fund’s Management Agreement, pursuant to which the Adviser provides the fund with investment advisory and administrative services, and the Sub-Investment Advisory Agreement (together with the Management Agreement, the “Agreements”), pursuant to which Newton Investment Management Limited (the “Sub-Adviser” or “NIM”) provides day-to-day management of the fund’s investments. The Board members, none of whom are “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 and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered several 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, including the fund. 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, as well as the Adviser’s supervisory activities over the Sub-Adviser. 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 based on classifications provided by Thomson Reuters Lipper, which included information comparing (1) the performance of the fund’s Class I shares with the performance of a
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group of institutional international multi-cap growth funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds consisting of all retail and institutional international multi-cap growth funds (the “Performance Universe”), all for various periods ended December 31, 2022, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all institutional international multi-cap growth funds, excluding outliers (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 select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Performance Comparisons. 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 and the end date selected. The Board also considered the fund’s performance in light of overall financial market conditions. The Board discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was above or equal to the Performance Group median for all periods, except for the five-and ten-year periods when it was below the Performance Group median, and was above the Performance Universe median for all periods, except for the four-, five- and ten-year periods. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.
Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year, which included reductions for a fee waiver arrangement in place that reduced the investment advisory fee paid to the Adviser. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets 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 lower than the Expense Group median contractual management fee, the fund’s actual management fee was lower than the Expense Group median and slightly higher than the Expense Universe median actual management fee and the fund’s total expenses were lower than the Expense Group median and lower than the Expense Universe median total expenses.
Representatives of the Adviser stated that the Adviser has contractually agreed, until February 1, 2024, to waive receipt of its fees and/or assume the direct expenses of the fund so that the direct expenses of none of the fund’s share classes (excluding Rule 12b-
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INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-INVESTMENT ADVISORY AGREEMENTS AND THE APPROVAL OF THE FUND’S SUB- SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)
1 fees, shareholder services fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed .82% of the fund’s average daily net assets.
Representatives of the Adviser reviewed with the Board the management or investment advisory fees paid to the Adviser or the Sub-Adviser or its affiliates 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. Representatives of the Adviser noted that there were no other funds advised by the Adviser that are in the same Lipper category as the fund.
The Board considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its fee from the fund, and not the fund.
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 excessive, given the services rendered and service levels provided by the Adviser and its affiliates. The Board also considered the expense limitation arrangement and its effect on the profitability of the Adviser and its affiliates. 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 Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements 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. Since the Adviser, and not the fund, pays the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’s profitability to be relevant to its deliberations. 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
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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 and the Sub-Adviser from acting as investment adviser and sub-investment adviser, respectively, and took into consideration that there were no 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 Agreements. 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 and the Sub-Adviser are adequate and appropriate.
· The Board was satisfied with the fund’s relative performance.
· The Board concluded that the fees paid to the Adviser and the Sub-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 Management 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.
In evaluating the Agreements, 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 and the Sub-Adviser, of the Adviser and the Sub-Adviser and the services provided to the fund by the Adviser and the Sub-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 Agreements, 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 the fund had the benefit of a number of years of reviews of the Agreements 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
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INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-INVESTMENT ADVISORY AGREEMENTS AND THE APPROVAL OF THE FUND’S SUB- SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)
be based, in part, on its 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 Agreements.
*******
At the meeting of the fund’s Board held on March 6-7, 2023, the Board also considered the approval of a delegation arrangement between NIM and its affiliate, Newton Investment Management North America, LLC (“NIMNA”), which permits NIM, as the fund’s sub-investment adviser, to use the investment advisory personnel, resources and capabilities (“Investment Advisory Services”) available at its sister company, NIMNA, in providing the day-to-day management of the fund’s investments. In connection therewith, the Board considered the approval of a sub-sub-investment advisory agreement (the “SSIA Agreement”) between NIM and NIMNA, with respect to the fund. In considering the approval of the SSIA Agreement, the Board considered several 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.
At the meeting, the Adviser and the Sub-Adviser recommended the approval of the SSIA Agreement to enable NIMNA to provide Investment Advisory Services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services, subject to the supervision of the Sub-Adviser and the Adviser. The recommendation for the approval of the SSIA Agreement was based on the following considerations, among others: (i) approval of the SSIA Agreement would permit the Sub-Adviser to use investment personnel employed primarily by NIMNA as primary portfolio managers of the fund and to use the investment research services of NIMNA in the day-to-day management of the fund’s investments; and (ii) there would be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund or the sub-advisory fee payable by the Adviser to the Sub-Adviser as a result of the delegation arrangement. The Board also considered the fact that the Adviser stated that it believed there were no material changes to the information the Board had previously considered at the meeting in connection with the Board’s re-approval of the Agreements for the ensuing year, other than the information about the delegation arrangement and NIMNA.
In determining whether to approve the SSIA Agreement, the Board considered the materials prepared by the Adviser and the Sub-Adviser received in advance of the meeting and other information presented at the meeting, which included: (i) a form of the SSIA Agreement; (ii) information regarding the delegation arrangement and how it is expected to enhance investment capabilities for the benefit of the fund; (iii) information regarding NIMNA; and (iv) an opinion of counsel that the proposed delegation arrangement would not result in an “assignment” of the Sub-Investment Advisory Agreement under the 1940 Act and the Investment Advisers Act of 1940, as amended,
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and, therefore, did not require the approval of fund shareholders. The Board also considered the substance of discussions with representatives of the Adviser and the Sub-Adviser at the meeting in connection with the Board’s re-approval of the Agreements.
Nature, Extent and Quality of Services to be Provided. In examining the nature, extent and quality of the services that were expected to be provided by NIMNA under the SSIA Agreement, the Board considered: (i) NIMNA’s organization, qualification and background, as well as the qualifications of its personnel; (ii) the expertise of the personnel providing portfolio management services; (iii) information regarding NIMNA’s compliance program; and (iv) the investment strategy for the fund, which would remain the same. The Board also considered that enabling the Sub-Adviser to use the proposed Investment Advisory Services provided by NIMNA, the Sub-Adviser would provide investment and portfolio management services of at least the same nature, extent and quality that it currently provides to the fund without the ability to use the Investment Advisory Services of its sister company. Based on the considerations and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by the Sub-Adviser having the ability to use the Investment Advisory Services supported a decision to approve the SSIA Agreement.
Investment Performance. The Board considered the fund’s investment performance and that of the investment team managing the fund’s portfolio (including comparative data provided by Broadridge) at the meeting in connection with the Board’s re-approval of the Agreements. The Board considered that the same investment professionals would continue to manage the fund’s assets and that enabling the Sub-Adviser to use the Investment Advisory Services pursuant to the SSIA Agreement for the benefit of the fund supported a decision to approve the SSIA Agreement.
Costs of Services to be Provided and Profitability. The Board considered the contractual management fee payable by the fund to the Adviser pursuant to the Investment Advisory Agreement and Administration Agreement and the contractual sub-investment advisory fee payable by the Adviser to the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement at the meeting in connection with the Board’s re-approval of the Agreements. The Board noted that the contractual management fee payable by the fund to the Adviser and the sub-investment advisory fee payable by the Adviser to the Sub-Adviser, would not change in connection with the proposed delegation arrangement. The Board recognized that, because the fees payable would not change, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Agreements, and that the Board had received and considered a profitability analysis of the Adviser and its affiliates, including NIM, at the meeting in connection with the Board’s re-approval of the Agreements. The Board concluded that the Adviser’s profitability was not excessive in light of the nature, extent and quality of the services to be provided to the fund by the Adviser and the Sub-Adviser under the Agreements.
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INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-INVESTMENT ADVISORY AGREEMENTS AND THE APPROVAL OF THE FUND’S SUB- SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)
Economies of Scale to be Realized. The Board recognized that, because the fees payable by the fund to the Adviser pursuant to the Investment Advisory Agreement and Administration Agreement and the contractual sub-investment advisory fee payable by the Adviser to the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement would not change in connection with the proposed delegation arrangement, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Agreements, which had been done at the meeting in connection with the Board’s re-approval of the Agreements. At the meeting, 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 Agreements 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.
The Board also considered whether there were any ancillary benefits that would accrue to the Sub-Adviser as a result of its relationship with the fund after the delegation arrangement, and such ancillary benefits, if any, were determined to be reasonable.
After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board, with the assistance of independent legal counsel, approved the delegation arrangement and the SSIA Agreement for the fund.
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BNY Mellon International Equity Fund
240 Greenwich Street
New York, NY 10286
Adviser
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, NY 10286
Sub-Adviser
Newton Investment Management Limited
160 Queen Victoria Street
London, EC4V, 4LA, UK
Newton Investment Management
North America, LLC
201 Washington Street
Boston, MA 02108
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
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Ticker Symbols: | Class A: NIEAX Class C: NIECX Class I: SNIEX Class Y: NIEYX |
Telephone Call your financial representative or 1-800-373-9387
Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
E-mail Send your request to info@bnymellon.com
Internet Information can be viewed online or downloaded at www.im.bnymellon.com
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 at www.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 at www.im.bnymellon.com 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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© 2023 BNY Mellon Securities Corporation 6916SA0323 | 
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BNY Mellon Small Cap Growth Fund
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SEMI-ANNUAL REPORT March 31, 2023 |
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Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes. |
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The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other person in the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change at any time based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund in the BNY Mellon Family of Funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any fund in the BNY Mellon Family of Funds. |
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Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
THE FUND
FOR MORE INFORMATION
Back Cover
DISCUSSION OF FUND PERFORMANCE (Unaudited)
For the period from October 1, 2022, through March 31, 2023, as provided by John R. Porter, Todd Wakefield, CFA, Robert C. Zeuthen, CFA, and Karen Behr of Newton Investment Management North America, LLC, sub-adviser
Market and Fund Performance Overview
For the six-month period ended March 31, 2023, BNY Mellon Small Cap Growth Fund (the “fund”) produced a total return of 5.34% for Class I shares and 5.36% for Class Y shares.1 In comparison, the fund’s benchmark, the Russell 2000® Growth Index (the “Index”), posted a total return of 10.46% for the same period.2
Small-cap growth stocks gained ground during the period amid positive economic growth and decelerating inflationary pressure. The fund underperformed the Index primarily due to relatively weak returns in the information technology, consumer discretionary and energy sectors.
The Fund’s Investment Approach
The fund seeks long-term growth of capital. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of small-cap U.S. companies—i.e., those with total market capitalizations equal to or less than that of the largest company in the Index.
We employ a growth-oriented investment style in managing the fund’s portfolio. This means the portfolio managers seek to identify those small-cap companies that are experiencing, or are expected to experience, rapid earnings or revenue growth. We focus on high-quality companies and individual stock selection, instead of trying to predict which industries or sectors will perform best, and select stocks by:
· Using fundamental research to identify and follow companies considered to have attractive characteristics, such as strong business and competitive positions, solid cash flows and balance sheets, high-quality management and high sustainable growth.
· Investing in a company when the research indicates that the company will experience accelerating revenues and expanding operating margins, which may lead to rising estimate trends and favorable earnings surprises.
The fund’s investment strategy may lead it to emphasize certain industries, such as technology, health care, business services and communications.
Equities Advance Despite Macroeconomic Concerns
Market sentiment proved volatile during the reporting period, with hopes for continued economic growth countered by concerns regarding persistently high levels of inflation and the impact of interest-rate hikes from the U.S. Federal Reserve (the “Fed”) designed to curb inflation. In October 2022, as the period began, inflation averaged 7.7% on an annualized basis, down from the 9.1% peak set in June 2022 but well above the Fed target of 2%. The federal funds rate, set by the Fed, stood at a range of 3.00%–3.25%, up from near zero eight months earlier. During the reporting period, the Fed raised rates four more times, totaling an additional 1.75%, while inflation steadily eased to 5.0%. Although U.S. economic growth and
2
corporate profits showed signs of moderating during this time, indications generally remained positive, supported by robust consumer spending, rising wages and low levels of unemployment. These encouraging economic trends lessened concerns that rising rates might tip the economy into a sharp recession. Accordingly, while equity markets frequently dipped or spiked in response to the economic news of the day, stocks trended higher on balance, led by growth-oriented and cyclical issues in the information technology, industrials and materials sectors.
Other factors aside from inflation and interest rates also played a role in market behavior during the period. The reopening of the Chinese economy in the fourth quarter of 2022 after lengthy COVID-19-related shutdowns generally bolstered confidence, particularly as renewed Chinese activity did not appear to cause inflation to accelerate. On the negative side, a small number of high-profile bank failures in the United States in the first quarter of 2023 raised fears of possible wider banking industry contagion and future credit constraints. However, stocks remained in positive territory despite a steep decline in early March. Swift action from federal authorities and major banks eased investors’ concerns, enabling markets to gain additional ground in the closing week of the period.
Information Technology, Consumer Discretionary and Energy Positions Detract
The fund’s information technology holdings detracted most significantly from performance relative to the Index. Semiconductor manufacturer Semtech Corp. underperformed many of its industry counterparts after announcing a disappointing outlook in early 2023. Shares in cloud platform services provider Calix, Inc. were hurt when the company provided conservative guidance. Communications equipment maker Lumentum Holdings, Inc. faced potential headwinds from a slowing economy. Cybersecurity software company Rapid7, Inc. lost substantial ground in late 2022 as investors sold off richly valued, growth-oriented shares. In the consumer discretionary sector, specialty retailers National Vision Holdings, Inc. and Warby Parker, Inc. fell victim to a variety of company-specific and macroeconomic headwinds that clouded future expectations. In energy, shares in wellhead equipment maker Cactus, Inc. trailed those of other equipment makers, while natural gas producer EQT Corp. was hurt by weak commodity prices.
Conversely, the fund’s relative performance benefited from strong individual stock selection in the consumer staples sector, led by robust returns from fragrance product producer Inter Parfums, Inc., which raised guidance while exhibiting strong business catalysts, growing licensing revenues, expanding market share, and a reasonable valuation, and pet food maker Freshpet, Inc., which reported better-than-expected sales and earnings while issuing conservative guidance. In communication services, shares in UK-based sports team Manchester United PLC rose on strong earnings, widespread brand recognition, a renewed focus on revenue generation and speculation regarding possible strategic alternatives for the company, while electronic ticketing company Eventbrite, Inc. benefited from a post-pandemic return to live events and the promotion of its self-service channel to enhance profitability.
Looking for Tactical Reallocation Opportunities
As of the end of the reporting period, market sentiment remains focused on uncertainties regarding the Fed’s response to inflation and the potential impact of rising interest rates on
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DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)
economic growth. With markets frequently overreacting to short-term news, we stand ready to respond quickly to valuation swings, trimming shares that appear unsustainably high and capturing opportunities in undervalued stocks. At the same time, we have taken a slightly more conservative approach to the fund’s allocation profile, increasing exposure to defensive positions in health care and reducing positions in information technology stocks that could prove vulnerable to an economic slowdown. As of March 31, 2023, the fund held its largest overweight position in the health care, consumer staples and consumer discretionary sectors. Conversely, the fund held significantly underweight exposure to industrials, with holdings focused primarily on companies leveraged to the ongoing transition to clean energy and other areas of compelling growth, followed by financials, materials and information technology.
April 17, 2023
1 Total return includes reinvestment of dividends and any capital gains paid. 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 February 1, 2024, at which time it may be extended, modified or terminated. Had these expenses not been absorbed, returns would have been lower. Past performance is no guarantee of future results.
2 Source: Lipper Inc. — The Russell 2000® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000 companies with higher growth earning potential as defined by Russell’s leading style methodology. The Russell 2000® Growth Index is constructed to provide a comprehensive and unbiased barometer for the small-cap growth segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set, and that the represented companies continue to reflect growth 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.
Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and affected certain companies, industries and market sectors more dramatically than others. To the extent the fund may overweight its investments in certain companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those companies, industries or sectors.
The prices of small company stocks tend to be more volatile than the prices of large company stocks, mainly because these companies have less established and more volatile earnings histories. They also tend to be less liquid than larger company stocks.
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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) and redemption fees, 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 Small Cap Growth Fund from October 1, 2022 to March 31, 2023. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.
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Expenses and Value of a $1,000 Investment | |
Assume actual returns for the six months ended March 31, 2023 | |
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| | Class I | Class Y | |
Expenses paid per $1,000† | $5.12 | $5.12 | |
Ending value (after expenses) | $1,053.40 | $1,053.60 | |
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.
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Expenses and Value of a $1,000 Investment | |
Assuming a hypothetical 5% annualized return for the six months ended March 31, 2023 | |
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| | Class I | Class Y | |
Expenses paid per $1,000† | $5.04 | $5.04 | |
Ending value (after expenses) | $1,019.95 | $1,019.95 | |
† | Expenses are equal to the fund’s annualized expense ratio of 1.00% for Class I and 1.00% for Class Y, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). |
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STATEMENT OF INVESTMENTS
March 31, 2023 (Unaudited)
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Description | | | | Shares | | Value ($) | |
Common Stocks - 91.0% | | | | | |
Capital Goods - 12.1% | | | | | |
AerCap Holdings NV | | | | 3,667 | a | 206,195 | |
Armstrong World Industries, Inc. | | | | 4,049 | | 288,451 | |
Construction Partners, Inc., Cl. A | | | | 27,785 | a | 748,528 | |
Curtiss-Wright Corp. | | | | 1,946 | | 343,002 | |
Energy Recovery, Inc. | | | | 10,623 | a | 244,860 | |
Fluor Corp. | | | | 10,031 | a | 310,058 | |
Mercury Systems, Inc. | | | | 8,294 | a | 423,989 | |
SiteOne Landscape Supply, Inc. | | | | 2,238 | a | 306,315 | |
The AZEK Company, Inc. | | | | 8,123 | a | 191,215 | |
| | | | 3,062,613 | |
Commercial & Professional Services - 2.8% | | | | | |
CACI International, Inc., Cl. A | | | | 2,082 | a | 616,855 | |
Li-Cycle Holdings Corp. | | | | 17,353 | a,b | 97,697 | |
| | | | 714,552 | |
Consumer Discretionary Distribution - 6.4% | | | | | |
Farfetch Ltd., Cl. A | | | | 48,061 | a | 235,979 | |
Leslie's, Inc. | | | | 10,054 | a | 110,694 | |
National Vision Holdings, Inc. | | | | 9,334 | a | 175,853 | |
Ollie's Bargain Outlet Holdings, Inc. | | | | 12,715 | a | 736,707 | |
RH | | | | 414 | a | 100,830 | |
Warby Parker, Inc., Cl. A | | | | 23,410 | a,b | 247,912 | |
| | | | 1,607,975 | |
Consumer Durables & Apparel - 2.3% | | | | | |
Peloton Interactive, Inc., Cl. A | | | | 37,784 | a | 428,471 | |
Topgolf Callaway Brands Corp. | | | | 7,327 | a | 158,410 | |
| | | | 586,881 | |
Consumer Services - 4.9% | | | | | |
European Wax Center, Inc., Cl. A | | | | 11,201 | a,b | 212,819 | |
Genius Sports Ltd. | | | | 34,463 | a | 171,626 | |
Planet Fitness, Inc., Cl. A | | | | 11,068 | a | 859,652 | |
| | | | 1,244,097 | |
Consumer Staples Distribution - 2.6% | | | | | |
Grocery Outlet Holding Corp. | | | | 22,868 | a | 646,250 | |
Energy - 7.3% | | | | | |
Cactus, Inc., Cl. A | | | | 16,233 | | 669,287 | |
EQT Corp. | | | | 23,004 | | 734,058 | |
PBF Energy, Inc., Cl. A | | | | 10,350 | | 448,776 | |
| | | | 1,852,121 | |
Equity Real Estate Investment - .6% | | | | | |
Physicians Realty Trust | | | | 9,538 | c | 142,402 | |
6
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 91.0% (continued) | | | | | |
Financial Services - 1.3% | | | | | |
AvidXchange Holdings, Inc. | | | | 35,111 | a | 273,866 | |
Flywire Corp. | | | | 1,091 | a | 32,032 | |
MarketWise, Inc. | | | | 18,523 | a | 34,268 | |
| | | | 340,166 | |
Food, Beverage & Tobacco - 2.5% | | | | | |
Freshpet, Inc. | | | | 9,375 | a,b | 620,531 | |
Health Care Equipment & Services - 11.4% | | | | | |
AtriCure, Inc. | | | | 6,085 | a | 252,223 | |
Evolent Health, Inc., Cl. A | | | | 14,476 | a | 469,746 | |
Figs, Inc., Cl. A | | | | 20,431 | a,b | 126,468 | |
Inspire Medical Systems, Inc. | | | | 983 | a | 230,091 | |
iRhythm Technologies, Inc. | | | | 2,683 | a | 332,772 | |
Outset Medical, Inc. | | | | 12,100 | a,b | 222,640 | |
Privia Health Group, Inc. | | | | 23,242 | a | 641,712 | |
R1 RCM, Inc. | | | | 9,825 | a,b | 147,375 | |
TransMedics Group, Inc. | | | | 6,158 | a | 466,345 | |
| | | | 2,889,372 | |
Household & Personal Products - 2.9% | | | | | |
Inter Parfums, Inc. | | | | 5,076 | | 722,010 | |
Insurance - 1.7% | | | | | |
BRP Group, Inc., Cl. A | | | | 7,482 | a | 190,492 | |
Palomar Holdings, Inc. | | | | 4,292 | a | 236,918 | |
| | | | 427,410 | |
Materials - 1.4% | | | | | |
Constellium SE | | | | 22,304 | a | 340,805 | |
Media & Entertainment - 2.0% | | | | | |
Eventbrite, Inc., Cl. A | | | | 20,871 | a | 179,073 | |
Manchester United PLC, Cl. A | | | | 14,724 | a | 326,137 | |
| | | | 505,210 | |
Pharmaceuticals Biotechnology & Life Sciences - 14.3% | | | | | |
10X Genomics, Inc., CI. A | | | | 1,967 | a | 109,739 | |
Ascendis Pharma A/S, ADR | | | | 1,429 | a | 153,217 | |
Beam Therapeutics, Inc. | | | | 2,661 | a,b | 81,480 | |
Crinetics Pharmaceuticals, Inc. | | | | 11,890 | a | 190,953 | |
Cytokinetics, Inc. | | | | 4,021 | a,b | 141,499 | |
Denali Therapeutics, Inc. | | | | 7,415 | a | 170,842 | |
Insmed, Inc. | | | | 10,122 | a | 172,580 | |
Karuna Therapeutics, Inc. | | | | 1,096 | a | 199,077 | |
Keros Therapeutics, Inc. | | | | 1,056 | a | 45,091 | |
Kymera Therapeutics, Inc. | | | | 8,841 | a | 261,959 | |
MeiraGTx Holdings PLC | | | | 4,976 | a | 25,726 | |
NanoString Technologies, Inc. | | | | 9,051 | a | 89,605 | |
Pacific Biosciences of California, Inc. | | | | 6,901 | a,b | 79,914 | |
7
STATEMENT OF INVESTMENTS (Unaudited) (continued)
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 91.0% (continued) | | | | | |
Pharmaceuticals Biotechnology & Life Sciences - 14.3% (continued) | | | | | |
PTC Therapeutics, Inc. | | | | 6,927 | a | 335,544 | |
Sarepta Therapeutics, Inc. | | | | 5,413 | a | 746,074 | |
Twist Bioscience Corp. | | | | 5,464 | a | 82,397 | |
Ultragenyx Pharmaceutical, Inc. | | | | 2,403 | a | 96,360 | |
uniQure NV | | | | 4,671 | a | 94,074 | |
Xenon Pharmaceuticals, Inc. | | | | 14,817 | a | 530,300 | |
| | | | 3,606,431 | |
Semiconductors & Semiconductor Equipment - 2.8% | | | | | |
Power Integrations, Inc. | | | | 5,027 | | 425,485 | |
Semtech Corp. | | | | 7,897 | a | 190,634 | |
SkyWater Technology, Inc. | | | | 6,910 | a | 78,636 | |
| | | | 694,755 | |
Software & Services - 8.1% | | | | | |
DigitalOcean Holdings, Inc. | | | | 6,486 | a,b | 254,057 | |
DoubleVerify Holdings, Inc. | | | | 8,443 | a | 254,556 | |
Everbridge, Inc. | | | | 3,812 | a | 132,162 | |
HubSpot, Inc. | | | | 1,706 | a | 731,447 | |
JFrog Ltd. | | | | 8,957 | a | 176,453 | |
nCino, Inc. | | | | 2,999 | a | 74,315 | |
Twilio, Inc., Cl. A | | | | 6,379 | a | 425,033 | |
| | | | 2,048,023 | |
Technology Hardware & Equipment - 3.3% | | | | | |
Calix, Inc. | | | | 9,177 | a | 491,795 | |
Lumentum Holdings, Inc. | | | | 4,407 | a | 238,022 | |
nLight, Inc. | | | | 9,503 | a | 96,741 | |
| | | | 826,558 | |
Telecommunication Services - .3% | | | | | |
Bandwidth Inc., Cl. A | | | | 5,269 | a | 80,089 | |
Total Common Stocks (cost $22,611,221) | | | | 22,958,251 | |
| | | | | | | |
Private Equity - .5% | | | | | |
Diversified Financials - .1% | | | | | |
Fundbox | | | | 6,555 | a,d | 32,185 | |
Pharmaceuticals Biotechnology & Life Sciences - .1% | | | | | |
Aspen Neuroscience | | | | 12,167 | a,d | 21,414 | |
Real Estate - .2% | | | | | |
Roofstock | | | | 2,188 | a,d | 35,599 | |
Software & Services - .1% | | | | | |
Locus Robotics | | | | 679 | a,d | 34,609 | |
Total Private Equity (cost $221,552) | | | | 123,807 | |
8
| | | | | | | |
|
Description | | 1-Day Yield (%) | | Shares | | Value ($) | |
Investment Companies - 8.5% | | | | | |
Registered Investment Companies - 8.5% | | | | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares (cost $2,149,533) | | 4.89 | | 2,149,533 | e | 2,149,533 | |
| | | | | | | |
Investment of Cash Collateral for Securities Loaned - 3.0% | | | | | |
Registered Investment Companies - 3.0% | | | | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares (cost $771,048) | | 4.89 | | 771,048 | e | 771,048 | |
Total Investments (cost $25,753,354) | | 103.0% | | 26,002,639 | |
Liabilities, Less Cash and Receivables | | (3.0%) | | (761,891) | |
Net Assets | | 100.0% | | 25,240,748 | |
ADR—American Depository Receipt
a Non-income producing security.
b Security, or portion thereof, on loan. At March 31, 2023, the value of the fund’s securities on loan was $2,166,334 and the value of the collateral was $2,168,163, consisting of cash collateral of $771,048 and U.S. Government & Agency securities valued at $1,397,115. In addition, the value of collateral may include pending sales that are also on loan.
c Investment in real estate investment trust within the United States.
d The fund held Level 3 securities at March 31, 2023. These securities were valued at $123,807 or .5% of net assets.
e Investment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.
| |
Portfolio Summary (Unaudited) † | Value (%) |
Health Care | 25.8 |
Industrials | 15.1 |
Information Technology | 14.3 |
Consumer Discretionary | 13.6 |
Investment Companies | 11.5 |
Consumer Staples | 7.9 |
Energy | 7.3 |
Financials | 3.2 |
Communication Services | 2.3 |
Materials | 1.3 |
Real Estate | .7 |
| 103.0 |
† Based on net assets.
See notes to financial statements.
9
STATEMENT OF INVESTMENTS (Unaudited) (continued)
| | | | | | |
Affiliated Issuers | | | |
Description | Value ($) 9/30/2022 | Purchases ($)† | Sales ($) | Value ($) 3/31/2023 | Dividends/ Distributions ($) | |
Registered Investment Companies - 8.5% | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 8.5% | 2,277,444 | 10,364,848 | (10,492,759) | 2,149,533 | 36,367 | |
Investment of Cash Collateral for Securities Loaned - 3.0% | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - 3.0% | 239,849 | 6,838,038 | (6,306,839) | 771,048 | 2,954 | †† |
Total - 11.5% | 2,517,293 | 17,202,886 | (16,799,598) | 2,920,581 | 39,321 | |
† Includes reinvested dividends/distributions.
†† Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.
See notes to financial statements.
10
STATEMENT OF ASSETS AND LIABILITIES
March 31, 2023 (Unaudited)
| | | | | | |
| | | | | | |
| | | Cost | | Value | |
Assets ($): | | | | |
Investments in securities—See Statement of Investments (including securities on loan, valued at $2,166,334)—Note 1(b): | | | |
Unaffiliated issuers | 22,832,773 | | 23,082,058 | |
Affiliated issuers | | 2,920,581 | | 2,920,581 | |
Cash | | | | | 14 | |
Receivable for shares of Beneficial Interest subscribed | | 56,439 | |
Dividends and securities lending income receivable | | 10,653 | |
Prepaid expenses | | | | | 21,669 | |
| | | | | 26,091,414 | |
Liabilities ($): | | | | |
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(b) | | 14,714 | |
Liability for securities on loan—Note 1(b) | | 771,048 | |
Payable for shares of Beneficial Interest redeemed | | 6,367 | |
Trustees’ fees and expenses payable | | 181 | |
Other accrued expenses | | | | | 58,356 | |
| | | | | 850,666 | |
Net Assets ($) | | | 25,240,748 | |
Composition of Net Assets ($): | | | | |
Paid-in capital | | | | | 27,890,430 | |
Total distributable earnings (loss) | | | | | (2,649,682) | |
Net Assets ($) | | | 25,240,748 | |
| | | |
Net Asset Value Per Share | Class I | Class Y | |
Net Assets ($) | 25,090,070 | 150,678 | |
Shares Outstanding | 761,538 | 4,559 | |
Net Asset Value Per Share ($) | 32.95 | 33.05 | |
| | | |
See notes to financial statements. | | | |
11
STATEMENT OF OPERATIONS
Six Months Ended March 31, 2023 (Unaudited)
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Investment Income ($): | | | | |
Income: | | | | |
Cash dividends: | |
Unaffiliated issuers | | | 37,303 | |
Affiliated issuers | | | 36,367 | |
Income from securities lending—Note 1(b) | | | 2,954 | |
Interest | | | 117 | |
Total Income | | | 76,741 | |
Expenses: | | | | |
Management fee—Note 3(a) | | | 80,569 | |
Professional fees | | | 41,799 | |
Shareholder servicing costs—Note 3(b) | | | 19,482 | |
Registration fees | | | 17,970 | |
Chief Compliance Officer fees—Note 3(b) | | | 8,291 | |
Administration fee—Note 3(a) | | | 6,043 | |
Prospectus and shareholders’ reports | | | 5,520 | |
Custodian fees—Note 3(b) | | | 3,852 | |
Trustees’ fees and expenses—Note 3(c) | | | 1,330 | |
Loan commitment fees—Note 2 | | | 208 | |
Miscellaneous | | | 7,831 | |
Total Expenses | | | 192,895 | |
Less—reduction in expenses due to undertaking—Note 3(a) | | | (91,728) | |
Less—reduction in fees due to earnings credits—Note 3(b) | | | (272) | |
Net Expenses | | | 100,895 | |
Net Investment (Loss) | | | (24,154) | |
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): | | |
Net realized gain (loss) on investments | (355,224) | |
Net change in unrealized appreciation (depreciation) on investments | 1,046,379 | |
Net Realized and Unrealized Gain (Loss) on Investments | | | 691,155 | |
Net Increase in Net Assets Resulting from Operations | | 667,001 | |
| | | | | | |
See notes to financial statements. | | | | | |
12
STATEMENT OF CHANGES IN NET ASSETS
| | | | | | | | | |
| | | | | | | | | |
| | | | Six Months Ended March 31, 2023 (Unaudited) | | Year Ended September 30, 2022 | |
Operations ($): | | | | | | | | |
Net investment (loss) | | | (24,154) | | | | (136,777) | |
Net realized gain (loss) on investments | | (355,224) | | | | 19,078 | |
Net change in unrealized appreciation (depreciation) on investments | | 1,046,379 | | | | (7,210,541) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | 667,001 | | | | (7,328,240) | |
Distributions ($): | |
Distributions to shareholders: | | | | | | | | |
Class I | | | - | | | | (4,074,753) | |
Class Y | | | - | | | | (11,181) | |
Total Distributions | | | - | | | | (4,085,934) | |
Beneficial Interest Transactions ($): | |
Net proceeds from shares sold: | | | | | | | | |
Class I | | | 10,100,192 | | | | 6,660,135 | |
Class Y | | | 136,331 | | | | 532 | |
Distributions reinvested: | | | | | | | | |
Class I | | | - | | | | 4,007,821 | |
Class Y | | | - | | | | 1,370 | |
Cost of shares redeemed: | | | | | | | | |
Class I | | | (3,309,858) | | | | (27,662,268) | |
Class Y | | | (54) | | | | (46,378) | |
Increase (Decrease) in Net Assets from Beneficial Interest Transactions | 6,926,611 | | | | (17,038,788) | |
Total Increase (Decrease) in Net Assets | 7,593,612 | | | | (28,452,962) | |
Net Assets ($): | |
Beginning of Period | | | 17,647,136 | | | | 46,100,098 | |
End of Period | | | 25,240,748 | | | | 17,647,136 | |
Capital Share Transactions (Shares): | |
Class I | | | | | | | | |
Shares sold | | | 298,792 | | | | 162,871 | |
Shares issued for distributions reinvested | | | - | | | | 94,147 | |
Shares redeemed | | | (101,217) | | | | (595,746) | |
Net Increase (Decrease) in Shares Outstanding | 197,575 | | | | (338,728) | |
Class Y | | | | | | | | |
Shares sold | | | 4,303 | | | | 15 | |
Shares issued for distributions reinvested | | | - | | | | 32 | |
Shares redeemed | | | (1) | | | | (1,405) | |
Net Increase (Decrease) in Shares Outstanding | 4,302 | | | | (1,358) | |
| | | | | | | | | |
See notes to financial statements. | | | | | | | | |
13
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.
| | | | | | | | | | |
| | | | |
| Six Months Ended | |
Class I Shares | March 31, 2023 | Year Ended September 30, |
(Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 31.28 | 50.98 | 43.47 | 28.46 | 35.83 | 31.65 |
Investment Operations: | | | | | | |
Net investment (loss)a | (.04) | (.22) | (.35) | (.28) | (.20) | (.19) |
Net realized and unrealized gain (loss) on investments | 1.71 | (12.56) | 10.03 | 15.29 | (2.91) | 8.54 |
Total from Investment Operations | 1.67 | (12.78) | 9.68 | 15.01 | (3.11) | 8.35 |
Distributions: | | | | | | |
Dividends from net realized gain on investments | - | (6.92) | (2.17) | - | (4.26) | (4.17) |
Net asset value, end of period | 32.95 | 31.28 | 50.98 | 43.47 | 28.46 | 35.83 |
Total Return (%) | 5.34b | (28.67) | 22.58 | 52.74 | (7.64) | 30.01 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | 1.92c | 1.81 | 1.57 | 2.65 | 3.47 | 3.51 |
Ratio of net expenses to average net assets | 1.00c | 1.00 | 1.00 | 1.00 | 1.00 | 1.00 |
Ratio of net investment (loss) to average net assets | (.24)c | (.56) | (.68) | (.79) | (.66) | (.58) |
Portfolio Turnover Rate | 19.29b | 24.58 | 33.01 | 74.21 | 90.11 | 87.65 |
Net Assets, end of period ($ x 1,000) | 25,090 | 17,639 | 46,018 | 17,099 | 7,014 | 7,051 |
a Based on average shares outstanding.
b Not annualized.
c Annualized.
See notes to financial statements.
14
| | | | | | | |
| |
| Six Months Ended | |
Class Y Shares | March 31, 2023 | Year Ended September 30, |
(Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 31.37 | 51.11 | 43.58 | 28.54 | 35.89 | 31.70 |
Investment Operations: | | | | | | |
Net investment (loss)a | (.05) | (.27) | (.36) | (.27) | (.19) | (.20) |
Net realized and unrealized gain (loss) on investments | 1.73 | (12.55) | 10.06 | 15.31 | (2.90) | 8.56 |
Total from Investment Operations | 1.68 | (12.82) | 9.70 | 15.04 | (3.09) | 8.36 |
Distributions: | | | | | | |
Dividends from net realized gain on investments | - | (6.92) | (2.17) | - | (4.26) | (4.17) |
Net asset value, end of period | 33.05 | 31.37 | 51.11 | 43.58 | 28.54 | 35.89 |
Total Return (%) | 5.36b | (28.67) | 22.57 | 52.70 | (7.57) | 30.00 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | 1.72c | 1.77 | 1.48 | 2.64 | 3.45 | 3.27 |
Ratio of net expenses to average net assets | 1.00c | 1.00 | 1.00 | 1.00 | 1.00 | 1.00 |
Ratio of net investment (loss) to average net assets | (.34)c | (.65) | (.68) | (.77) | (.59) | (.59) |
Portfolio Turnover Rate | 19.29b | 24.58 | 33.01 | 74.21 | 90.11 | 87.65 |
Net Assets, end of period ($ x 1,000) | 151 | 8 | 83 | 65 | 55 | 743 |
a Based on average shares outstanding.
b Not annualized.
c Annualized.
See notes to financial statements.
15
NOTES TO FINANCIAL STATEMENTS (Unaudited)
NOTE 1—Significant Accounting Policies:
BNY Mellon Small Cap Growth Fund (the “fund”) is a separate diversified series of BNY Mellon Investment Funds I (the “Trust”), 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 six series, including the fund. The fund’s investment objective is to seek long-term growth of capital. 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. Newton Investment Management North America, LLC (the “Sub-Adviser”), an indirect wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, serves as the fund’s sub-adviser.
Effective March 31, 2023, the Sub-Adviser, entered into a sub-sub-investment advisory agreement with its affiliate, Newton Investment Management Limited (NIM), to enable NIM to provide certain advisory services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services. NIM is subject to the supervision of the Sub-Adviser and the Adviser. NIM is also an affiliate of the Adviser. NIM, located at 160 Queen Victoria Street, London, EC4V, 4LA, England, was formed in 1978 and, as of March 31, 2023, had approximately $48.7 billion in assets under management. NIM is an indirect subsidiary of BNY Mellon.
BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. 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: Class I and Class Y. Class I shares are sold primarily to bank trust departments and other financial service providers (including BNY Mellon and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or contingent deferred sales charge. Other differences between the classes include the services offered to 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
16
on investments are allocated to each class of shares based on its relative net assets.
The Trust 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 SEC under 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 Trust enters 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.
17
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
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.
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:
The Trust’s Board of Trustees (the “Board”) has designated the Adviser as the fund’s valuation designee to make all fair value determinations with respect to the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.
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 ADRs 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, 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
18
approved by 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 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.
Investment in private equity securities will be fair valued by the Board in accordance with valuation procedures approved by the Board. Those portfolio valuations will be based on unobservable inputs and certain assumptions about how market participants would price the instrument. The fund expects that inputs into the determination of fair value of those investments will require significant management judgment or estimation. Because valuations may fluctuate over short periods of time and may be based on estimates, fair value determinations may differ materially from the value received in an actual transaction. Additionally, valuations of private companies are inherently uncertain. The fund’s net asset value could be adversely affected if the fund’s determinations regarding the fair value of those investments were materially higher or lower than the values that it ultimately realized upon the disposal of such investments. These securities are categorized within Level 3 of the fair value hierarchy.
The following is a summary of the inputs used as of March 31, 2023 in valuing the fund’s investments:
| | | | | | |
| Level 1-Unadjusted Quoted Prices | Level 2- Other Significant Observable Inputs | | Level 3-Significant Unobservable Inputs | Total | |
Assets ($) | | |
Investments in Securities:† | | |
Equity Securities - Common Stocks | 22,958,251 | - | | - | 22,958,251 | |
Equity Securities - Private Equity | - | - | | 123,807 | 123,807 | |
Investment Companies | 2,920,581 | - | | - | 2,920,581 | |
† See Statement of Investments for additional detailed categorizations, if any.
19
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
| |
Equity Securities-Private Equity ($) |
Balance as of 9/30/2022† | 97,365 |
Net realized gain (loss) | - |
Change in unrealized appreciation (depreciation) | (2,754) |
Purchases/Issuances | 29,196 |
Sales/Dispositions | - |
Transfers into Level 3 | - |
Transfers out of Level 3 | - |
Balances as of 3/31/2023† | 123,807 |
The amount of total realized gains (loss) for the period included in earnings attributable to the change in unrealized appreciation (depreciation) relating to investments still held at 3/31/2023 | (2,754) |
† Securities deemed as Level 3 due to the lack of observable inputs by management assessment.
The following table summarizes the significant unobservable inputs the fund used to value its investment categorized within Level 3 as of March 31, 2023. In addition to the techniques and inputs noted in the table below, according to the fund’s valuation policy, other valuation techniques and methodologies when determining the fund’s fair value measurements may be used. The below table is not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they are to the fund’s determination of fair values.
| | | | | | |
Asset Category- Issuer Name | Value ($) | Valuation Techniques/ Methodologies | Unobservable Inputs | Range |
Low | High |
Private Equity: | | | | |
Fundbox | 32,185 | Public Comparables/ Enterprise Value | Enterprise Value as Multiple of Revenue | 0.9x | 6.3x |
Aspen Neuroscience | 21,414 | Benchmark to Public Peers | Return of Public Peer Group | -13.0% | 0.3% |
Roofstock | 35,599 | Public Comparables/ Enterprise Value | Enterprise Value as Multiple of Revenue | 0.2x | 11.3x |
Locus Robotics | 34,609 | Public Comparables/ Enterprise Value | Enterprise Value as Multiple of Revenue | 1.5x | 22.6x |
(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses
20
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 BNY Mellon, 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, BNY 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 March 31, 2023, BNY Mellon earned $402 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.
(c) Affiliated issuers: Investments in other investment companies advised by the Adviser are considered “affiliated” under the Act.
(d) Market Risk: The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. The value of a security may also decline due to general market conditions that are not specifically related to a particular company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, changes to inflation, adverse changes to credit markets or adverse investor sentiment generally. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed-income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in
21
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
these and other circumstances, such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff.
(e) Dividends and distributions to shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from net investment income 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.
(f) 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 March 31, 2023, 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 March 31, 2023, the fund did not incur any interest or penalties.
Each tax year in the three-year period ended September 30, 2022 remains subject to examination by the Internal Revenue Service and state taxing authorities.
The tax character of distributions paid to shareholders during the fiscal year ended September 30, 2022 was as follows: ordinary income $100,348 and long-term capital gains $3,985,586. The tax character of current year distributions will be determined at the end of the current fiscal year.
NOTE 2—Bank Lines of Credit:
The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY Mellon (the “BNYM Credit Facility”), each to be
22
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 $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 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. During the period ended March 31, 2023, the fund did not borrow under the Facilities.
NOTE 3—Management Fee, Sub-Advisory Fee, Administration Fee and Other Transactions with Affiliates:
(a) Pursuant to an investment advisory agreement with the Adviser, the management fee is computed at the annual rate of .80% of the value of the fund’s average daily net assets and is payable monthly. The Adviser has contractually agreed, from October 1, 2022 through February 1, 2024, to waive receipt of its fees and/or assume the direct expenses of the fund so that the direct expenses of none of the fund’s share classes (excluding taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed 1.00% of the value of the fund’s average daily net assets. On or after February 1, 2024, the Adviser may terminate this expense limitation agreement at any time. The reduction in expenses, pursuant to the undertaking, amounted to $91,728 during the period ended March 31, 2023.
Pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .384% of the value of the fund’s average daily net assets.
The fund has a Fund Accounting and Administrative Services Agreement (the “Administration Agreement”) with the Adviser, whereby the Adviser performs administrative, accounting and recordkeeping services for the fund. The fund has agreed to compensate the Adviser for providing accounting and recordkeeping services, administration, compliance monitoring, regulatory and shareholder reporting, as well as related facilities, equipment and clerical help. The fee is based on the fund’s average daily net assets and computed at the following annual rates: .06% of the first $500 million, .04% of the next $500 million and .02% in excess of $1 billion.
23
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
In addition, after applying any expense limitations or fee waivers that reduce the fees paid to the Adviser for this service, the Adviser has contractually agreed in writing to waive any remaining fees for this service to the extent that they exceed both the Adviser’s costs in providing these services and a reasonable allocation of the costs incurred by the Adviser and its affiliates related to the support and oversight of these services. The fund also reimburses the Adviser for the out-of-pocket expenses incurred in performing this service for the fund. Pursuant to the Administration Agreement, the fund was charged $6,043 during the period ended March 31, 2023.
(b) The fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement of Operations.
The fund has an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.
The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services for the fund. The majority of Transfer Agent 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 March 31, 2023, the fund was charged $1,140 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $272.
The fund compensates the Custodian, 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 March 31, 2023, the fund was charged $3,852 pursuant to the custody agreement.
During the period ended March 31, 2023, the fund was charged $8,291 for services performed by the fund’s Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.
24
The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fee of $16,705, administration fee of $1,253, Custodian fees of $7,200, Chief Compliance Officer fees of $4,104 and Transfer Agent fees of $398, which are offset against an expense reimbursement currently in effect in the amount of $14,946.
(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 March 31, 2023, amounted to $10,677,718 and $3,658,984, respectively.
At March 31, 2023, accumulated net unrealized appreciation on investments was $249,285, consisting of $3,027,072 gross unrealized appreciation and $2,777,787 gross unrealized depreciation.
At March 31, 2023, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).
25
INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS AND THE APPROVAL OF THE FUND’S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited)
At a meeting of the fund’s Board of Trustees held on March 6-7, 2023, the Board considered the renewal of the fund’s Investment Advisory Agreement and Administration Agreement, pursuant to which BNY Mellon Investment Adviser provides the fund with investment advisory services and administrative services, and the Sub-Investment Advisory Agreement (together with the Investment Advisory Agreement and Administration Agreement, the “Agreements”), pursuant to which Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”) provides day-to-day management of the fund’s investments. The Board members, none of whom are “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 and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered several 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, including the fund. 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, as well as the Adviser’s supervisory activities over the Sub-Adviser. 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.
26
(“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper, which included information comparing (1) the performance of the fund’s Class I shares with the performance of a group of institutional small-cap growth funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds consisting of all retail and institutional small-cap growth funds (the “Performance Universe”), all for various periods ended December 31, 2022, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all institutional small-cap growth funds, excluding outliers (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 select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Performance Comparisons. 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 and the end date selected. The Board also considered the fund’s performance in light of overall financial market conditions. The Board discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was above the Performance Group median for all periods, except the two-year period when it was below the Performance Group median, and was above the Performance Universe median for all periods, except the one- and two-year periods when it was below the Performance Universe median. 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 noted that the fund’s returns were above the returns of the index in five of the ten calendar years shown. The Board also noted that the fund had a four-star overall rating and a four-star rating for each of the three-, five- and ten-year periods from Morningstar based on Morningstar’s risk-adjusted return measures.
Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate (i.e., the aggregate of the investment advisory and administration fees pursuant to the Investment Advisory Agreement and Administration Agreement) payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year, which included reductions for a fee waiver arrangement in place that reduced the management fee paid to the Adviser. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets 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 lower than the Expense Group median contractual management fee, the fund’s actual management fee
27
INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS AND THE APPROVAL OF THE FUND’S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
was lower than the Expense Group median and lower than the Expense Universe median actual management fee and the fund’s total expenses were lower than the Expense Group median and higher than the Expense Universe median total expenses.
Representatives of the Adviser stated that the Adviser has contractually agreed, until February 1, 2024, to waive receipt of its fees and/or assume the direct expenses of the fund so that the direct expenses of none of the fund’s share classes (excluding taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed 1.00% of the fund’s average daily net assets.
Representatives of the Adviser reviewed with the Board the management or investment advisory fees (1) paid by funds advised by the Adviser that are in the same Lipper category as the fund and (2) paid to the Adviser or the Sub-Adviser or its affiliates 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.
The Board considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its fee from the fund, and not the fund.
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 excessive, given the services rendered and service levels provided by the Adviser and its affiliates. The Board also considered the expense limitation arrangement and its effect on the profitability of the Adviser and its affiliates. 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 Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements 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
28
of scale for the benefit of fund shareholders. Since the Adviser, and not the fund, pays the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’s profitability to be relevant to its deliberations. 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 and the Sub-Adviser 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.
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 Agreements. 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 and the Sub-Adviser are adequate and appropriate.
· The Board was satisfied with the fund’s relative performance.
· The Board concluded that the fees paid to the Adviser and the Sub-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 Investment Advisory Agreement and Administration 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.
In evaluating the Agreements, 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 and the Sub-Adviser, of the Adviser and the Sub-Adviser and the services provided to the fund by the Adviser and the Sub-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 Agreements, 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
29
INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS AND THE APPROVAL OF THE FUND’S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for the fund had the benefit of a number of years of reviews of the Agreements 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 its 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 Agreements.
*******
At the meeting of the fund’s Board held on March 6-7, 2023, the Board also considered the approval of a delegation arrangement between NIMNA and its affiliate, Newton Investment Management Limited (“NIM”), which permits NIMNA, as the fund’s sub-investment adviser, to use the investment advisory personnel, resources and capabilities (“Investment Advisory Services”) available at its sister company, NIM, in providing the day-to-day management of the fund’s investments. In connection therewith, the Board considered the approval of a sub-sub-investment advisory agreement (the “SSIA Agreement”) between NIMNA and NIM, with respect to the fund. In considering the approval of the SSIA Agreement, the Board considered several 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.
At the meeting, the Adviser and the Sub-Adviser recommended the approval of the SSIA Agreement to enable NIM to provide Investment Advisory Services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services, subject to the supervision of the Sub-Adviser and the Adviser. The recommendation for the approval of the SSIA Agreement was based on the following considerations, among others: (i) approval of the SSIA Agreement would permit the Sub-Adviser to use investment personnel employed primarily by NIM as primary portfolio managers of the fund and to use the investment research services of NIM in the day-to-day management of the fund’s investments; and (ii) there would be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund or the sub-advisory fee payable by the Adviser to the Sub-Adviser as a result of the delegation arrangement. The Board also considered the fact that the Adviser stated that it believed there were no material changes to the information the Board had previously considered at the meeting in connection with the Board’s re-approval of the Agreements for the ensuing year, other than the information about the delegation arrangement and NIM.
In determining whether to approve the SSIA Agreement, the Board considered the materials prepared by the Adviser and the Sub-Adviser received in advance of the meeting and other information presented at the meeting, which included: (i) a form of
30
the SSIA Agreement; (ii) information regarding the delegation arrangement and how it is expected to enhance investment capabilities for the benefit of the fund; (iii) information regarding NIM; and (iv) an opinion of counsel that the proposed delegation arrangement would not result in an “assignment” of the Sub-Investment Advisory Agreement under the 1940 Act and the Investment Advisers Act of 1940, as amended, and, therefore, did not require the approval of fund shareholders. The Board also considered the substance of discussions with representatives of the Adviser and the Sub-Adviser at the meeting in connection with the Board’s re-approval of the Agreements.
Nature, Extent and Quality of Services to be Provided. In examining the nature, extent and quality of the services that were expected to be provided by NIM under the SSIA Agreement, the Board considered: (i) NIM’s organization, qualification and background, as well as the qualifications of its personnel; (ii) the expertise of the personnel providing portfolio management services; (iii) information regarding NIM’s compliance program; and (iv) the investment strategy for the fund, which would remain the same. The Board also considered that enabling the Sub-Adviser to use the proposed Investment Advisory Services provided by NIM, the Sub-Adviser would provide investment and portfolio management services of at least the same nature, extent and quality that it currently provides to the fund without the ability to use the Investment Advisory Services of its sister company. Based on the considerations and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by the Sub-Adviser having the ability to use the Investment Advisory Services supported a decision to approve the SSIA Agreement.
Investment Performance. The Board considered the fund’s investment performance and that of the investment team managing the fund’s portfolio (including comparative data provided by Broadridge) at the meeting in connection with the Board’s re-approval of the Agreements. The Board considered that the same investment professionals would continue to manage the fund’s assets and that enabling the Sub-Adviser to use the Investment Advisory Services pursuant to the SSIA Agreement for the benefit of the fund supported a decision to approve the SSIA Agreement.
Costs of Services to be Provided and Profitability. The Board considered the contractual management fee payable by the fund to the Adviser pursuant to the Investment Advisory Agreement and Administration Agreement and the contractual sub-investment advisory fee payable by the Adviser to the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement at the meeting in connection with the Board’s re-approval of the Agreements. The Board noted that the contractual management fee payable by the fund to the Adviser and the sub-investment advisory fee payable by the Adviser to the Sub-Adviser, would not change in connection with the proposed delegation arrangement. The Board recognized that, because the fees payable would not change, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Agreements, and that the Board had received and considered a profitability analysis of the Adviser and its affiliates, including NIMNA, at the meeting in connection with the Board’s re-approval of the Agreements. The Board concluded that the Adviser’s
31
INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS AND THE APPROVAL OF THE FUND’S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
profitability was not excessive in light of the nature, extent and quality of the services to be provided to the fund by the Adviser and the Sub-Adviser under the Agreements.
Economies of Scale to be Realized. The Board recognized that, because the fees payable by the fund to the Adviser pursuant to the Investment Advisory Agreement and Administration Agreement and the contractual sub-investment advisory fee payable by the Adviser to the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement would not change in connection with the proposed delegation arrangement, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Agreements, which had been done at the meeting in connection with the Board’s re-approval of the Agreements. At the meeting, 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 Agreements 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.
The Board also considered whether there were any ancillary benefits that would accrue to the Sub-Adviser as a result of its relationship with the fund after the delegation arrangement, and such ancillary benefits, if any, were determined to be reasonable.
After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board, with the assistance of independent legal counsel, approved the delegation arrangement and the SSIA Agreement for the fund.
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BNY Mellon Small Cap Growth Fund
240 Greenwich Street
New York, NY 10286
Adviser
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, NY 10286
Sub-Adviser
Newton Investment Management
North America, LLC
BNY Mellon Center
201 Washington Street
Boston, MA 02108
Newton Investment Management Limited
160 Queen Victoria Street
London, EC4V, 4LA, England
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
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Ticker Symbols: | Class I: SSETX Class Y: SSYGX |
Telephone Call your financial representative or 1-800-373-9387
Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
E-mail Send your request to info@bnymellon.com
Internet Information can be viewed online or downloaded at www.im.bnymellon.com
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 at www.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 at www.im.bnymellon.com 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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© 2023 BNY Mellon Securities Corporation 6941SA0323 | 
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BNY Mellon Small Cap Value Fund
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SEMI-ANNUAL REPORT March 31, 2023 |
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Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes. |
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The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other person in the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change at any time based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund in the BNY Mellon Family of Funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any fund in the BNY Mellon Family of Funds. |
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Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
THE FUND
FOR MORE INFORMATION
Back Cover
DISCUSSION OF FUND PERFORMANCE (Unaudited)
For the period from October 1, 2022, through March 31, 2023, as provided by portfolio managers Joseph M. Corrado, CFA, Stephanie K. Brandaleone, CFA, Jonathan Piskorowski, CFA, and Andrew Leger, of Newton Investment Management of North America LLC, sub-adviser
Market and Fund Performance Overview
For the six-month period ended March 31, 2023, BNY Mellon Small Cap Value Fund (the “fund”) produced a total return of 8.54% for Class A shares, 8.14% for Class C shares, 8.74% for Class I shares and 8.78% for Class Y shares.1 In comparison, the fund’s benchmark, the Russell 2000® Value Index (the “Index”), posted a total return of 7.70% for the same period.2
Equities gained ground during the period amid positive economic growth and decelerating inflationary pressure. The fund outperformed the Index primarily due to relatively strong returns in the industrials, health care and materials sectors.
The Fund’s Investment Approach
The fund seeks long-term growth of capital. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of small-cap U.S. companies—i.e., those with market capitalizations that are equal to or less than the total market capitalization of the largest company in the Index.
We use fundamental research and qualitative analysis to select stocks from among portfolio candidates. We look for companies with strong competitive positions, high-quality management and financial strength.
We use a variety of screening methods to identify small-cap companies that might be attractive investments. Once attractive investments have been identified, we use a consistent, three-step, fundamental research process to evaluate the stocks. The first step is valuation—to identify small-cap companies that are considered to be attractively priced relative to their earnings potential. Second, fundamentals—to verify the strength of the underlying business position. Third, catalyst—to identify a specific event that has the potential to cause the stocks to appreciate in value.
We primarily focus on individual stock selection instead of trying to predict which industries or sectors will perform best. The stock selection process is designed to produce a diversified portfolio of companies that we believe are undervalued relative to expected business growth.
Equities Advance Despite Macroeconomic Concerns
Market sentiment proved volatile during the reporting period, with hopes for continued economic growth countered by concerns regarding persistently high levels of inflation and the impact of interest-rate hikes from the U.S. Federal Reserve (the “Fed”) designed to curb inflation. In October 2022, as the period began, inflation stood at 7.7% on an annualized basis, down from the 9.1% peak set in June 2022 but well above the Fed target of 2%. The federal funds rate, set by the Fed, stood at a range of 3.00%–3.25%, up from near zero eight months earlier. During the reporting period, the Fed raised rates four more times, totaling an additional 1.75%, while inflation steadily eased to 5.0%. Although U.S. economic growth and corporate profits showed signs of moderating during this time, indications generally remained positive, supported by robust consumer spending, rising wages and low levels of unemployment. These encouraging economic trends lessened concerns that rising rates might tip the economy into a sharp recession. Accordingly, while equity markets frequently dipped or spiked in response to the economic news
2
of the day, stocks trended higher on balance, led by growth-oriented and cyclical issues in the information technology, industrials and materials sectors.
Other factors aside from inflation and interest rates also played a role in market behavior during the period. The reopening of the Chinese economy in the fourth quarter of 2022 after lengthy COVID-19-related shutdowns generally bolstered confidence, particularly as renewed Chinese activity did not appear to cause inflation to accelerate. On the negative side, a small number of high-profile bank failures in the United States in the first quarter of 2023 raised fears of possible wider banking industry contagion and future credit constraints. However, stocks remained in positive territory despite a steep decline in early March. Swift action from federal authorities and major banks eased investors’ concerns, enabling markets to gain additional ground in the closing week of the period.
Industrials, Health Care and Materials Contribute to Fund Outperformance
The fund produced its best performance relative to the Index in the industrials sector due to overweight allocation and strong stock selection. Returns benefited from an emphasis on engineering & construction companies, such as Fluor Corp., as well as substantially overweight exposure to aerospace & defense names, including BWX Technologies Inc., Spirit AeroSystems Holdings, Inc. and Aerojet Rocketdyne Holdings Inc., the latter of which received an acquisition offer at a premium to its previous stock price. In the health care sector, performance was supported by zero exposure to lagging biotechnology stocks and good selection among non-biotech holdings, such as clinical and administrative support provider Evolent Health, Inc. and medical products maker Merit Medical Systems, Inc. Strong selection also bolstered returns in the materials sector, led by holdings in specialty metal fabrication company Carpenter Technology Corp. and advanced engineered materials producer Materion Corp.. Overweight exposure to gold and silver producers, such as Alamos Gold, Inc. and Hecla Mining Co. further enhanced returns as gold prices rose in reaction to turmoil in the financial sector.
On the negative side, disappointing individual holdings undermined returns in the consumer discretionary sector. Notable examples included pop culture products maker Funko, Inc., apparel retailer Citi Trends and optical retailers Warby Parker, Inc. and National Vision Holdings, Inc. In addition, several banking holdings were disproportionately hurt by the aforementioned upheaval in the financials sector. Prominent underperformers included Columbia Banking System, Inc., Webster Financial Corp. and CVB Financial Corp.
Trimming Vulnerable Names While Seeking Attractive Opportunities
As of the end of the reporting period, market sentiment remains dominated by concerns regarding the Fed’s response to inflation and the potential impact of rising interest rates on economic growth. Fallout from the recent banking crisis is also likely to continue affecting banks, real estate companies and other levered, non-financial businesses that could prove vulnerable to increasing credit constraints. With these uncertainties in mind, we have taken steps to pare some of the fund’s holdings we believe could prove at risk. We have also taken action to dynamically reallocate assets in response to volatility-driven shifts in valuation, trimming exposure to some richly valued holdings in the industrials sector. Nevertheless, the fund continues to hold a significantly overweight position in industrials, followed by overweight exposure to materials and information technology. The fund’s health care position remains close to market weight, with zero biotechnology exposure balanced by overweight exposure to other health care areas. Conversely, the fund holds underweight exposure to real estate, financials and consumer discretionary.
3
DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)
Recent years have seen high levels of market volatility and massive rotations among sectors and investment styles. We’re proud of the fund’s consistently strong performance relative to the Index, despite these challenges, and remain committed to our broadly diversified, disciplined investment approach.
April 17, 2023
1 Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. 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.
2 Source: Lipper Inc. — The Russell 2000®Value Index measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000 companies that are considered more value-oriented relative to the overall market as defined by Russell’s leading style methodology. The Russell 2000® Value Index is constructed to provide a comprehensive and unbiased barometer for the small-cap value segment. The index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set, 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.
Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and affected certain companies, industries and market sectors more dramatically than others. To the extent the fund may overweight its investments in certain companies, industries or market sectors, such positions will increase the fund's exposure to risk of loss from adverse developments affecting those companies, industries or sectors.
Small companies carry additional risks because their earnings and revenues tend to be less predictable and their share prices more volatile than those of larger, more established companies. The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the fund’s ability to sell these securities.
4
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) and redemption fees, 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 Small Cap Value Fund from October 1, 2022 to March 31, 2023. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.
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Expenses and Value of a $1,000 Investment | |
Assume actual returns for the six months ended March 31, 2023 | |
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| | Class A | Class C | Class I | Class Y | |
Expenses paid per $1,000† | $7.07 | $11.42 | $5.36 | $5.15 | |
Ending value (after expenses) | $1,085.40 | $1,081.40 | $1,087.40 | $1,087.80 | |
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.
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Expenses and Value of a $1,000 Investment | |
Assuming a hypothetical 5% annualized return for the six months ended March 31, 2023 | |
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| | Class A | Class C | Class I | Class Y | |
Expenses paid per $1,000† | $6.84 | $11.05 | $5.19 | $4.99 | |
Ending value (after expenses) | $1,018.15 | $1,013.96 | $1,019.80 | $1,020.00 | |
† | Expenses are equal to the fund’s annualized expense ratio of 1.36% for Class A, 2.20% for Class C, 1.03% for Class I and .99% for Class Y, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). |
5
STATEMENT OF INVESTMENTS
March 31, 2023 (Unaudited)
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Description | | | | Shares | | Value ($) | |
Common Stocks - 97.8% | | | | | |
Automobiles & Components - .6% | | | | | |
Gentherm, Inc. | | | | 16,721 | a | 1,010,283 | |
Banks - 11.7% | | | | | |
Banner Corp. | | | | 29,078 | | 1,580,971 | |
Capstar Financial Holdings, Inc. | | | | 43,709 | | 662,191 | |
Central Pacific Financial Corp. | | | | 38,293 | | 685,445 | |
Columbia Banking System, Inc. | | | | 78,020 | | 1,671,188 | |
CVB Financial Corp. | | | | 41,583 | | 693,604 | |
First Bancorp | | | | 28,510 | | 1,012,675 | |
First Hawaiian, Inc. | | | | 27,579 | | 568,955 | |
First Interstate BancSystem, Inc., Cl. A | | | | 51,993 | | 1,552,511 | |
Heritage Commerce Corp. | | | | 123,438 | | 1,028,239 | |
Heritage Financial Corp. | | | | 43,365 | | 928,011 | |
National Bank Holdings Corp., Cl. A | | | | 35,612 | | 1,191,578 | |
Seacoast Banking Corp. of Florida | | | | 49,827 | | 1,180,900 | |
SouthState Corp. | | | | 6,741 | | 480,364 | |
Texas Capital Bancshares, Inc. | | | | 37,874 | a | 1,854,311 | |
UMB Financial Corp. | | | | 16,628 | | 959,768 | |
United Community Banks, Inc. | | | | 70,022 | | 1,969,019 | |
Webster Financial Corp. | | | | 49,752 | | 1,961,224 | |
| | | | 19,980,954 | |
Capital Goods - 15.3% | | | | | |
AeroVironment, Inc. | | | | 6,513 | a | 596,982 | |
Astec Industries, Inc. | | | | 29,231 | | 1,205,779 | |
BWX Technologies, Inc. | | | | 37,261 | | 2,348,933 | |
Dycom Industries, Inc. | | | | 12,822 | a | 1,200,780 | |
EMCOR Group, Inc. | | | | 15,778 | | 2,565,345 | |
EnerSys | | | | 24,440 | | 2,123,347 | |
EnPro Industries, Inc. | | | | 7,715 | | 801,511 | |
Flowserve Corp. | | | | 41,374 | | 1,406,716 | |
Fluor Corp. | | | | 84,807 | a | 2,621,384 | |
GrafTech International Ltd. | | | | 104,206 | | 506,441 | |
Granite Construction, Inc. | | | | 37,395 | | 1,536,187 | |
Hyster-Yale Materials Handling, Inc. | | | | 2,925 | | 145,928 | |
Matrix Service Co. | | | | 8,796 | a | 47,498 | |
MDU Resources Group, Inc. | | | | 64,433 | | 1,963,918 | |
Mercury Systems, Inc. | | | | 20,608 | a | 1,053,481 | |
MSC Industrial Direct Co., Inc., Cl. A | | | | 15,581 | | 1,308,804 | |
Proto Labs, Inc. | | | | 12,179 | a | 403,734 | |
Spirit AeroSystems Holdings, Inc., Cl. A | | | | 70,523 | | 2,435,159 | |
The AZEK Company, Inc. | | | | 46,305 | a | 1,090,020 | |
The Greenbrier Companies, Inc. | | | | 23,369 | | 751,781 | |
6
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Description | | | | Shares | | Value ($) | |
Common Stocks - 97.8% (continued) | | | | | |
Capital Goods - 15.3% (continued) | | | | | |
Zurn Elkay Water Solutions Corp. | | | | 7,919 | | 169,150 | |
| | | | 26,282,878 | |
Commercial & Professional Services - 3.8% | | | | | |
CSG Systems International, Inc. | | | | 29,692 | | 1,594,460 | |
Huron Consulting Group, Inc. | | | | 8,356 | a | 671,572 | |
KBR, Inc. | | | | 55,977 | | 3,081,534 | |
Korn Ferry | | | | 21,804 | | 1,128,139 | |
| | | | 6,475,705 | |
Consumer Discretionary Distribution - 3.7% | | | | | |
American Eagle Outfitters, Inc. | | | | 94,757 | | 1,273,534 | |
Citi Trends, Inc. | | | | 37,050 | a | 704,691 | |
Designer Brands, Inc., Cl. A | | | | 52,932 | b | 462,626 | |
Funko, Inc., Cl. A | | | | 71,857 | a,b | 677,611 | |
Ollie's Bargain Outlet Holdings, Inc. | | | | 27,185 | a | 1,575,099 | |
Urban Outfitters, Inc. | | | | 57,172 | a | 1,584,808 | |
| | | | 6,278,369 | |
Consumer Durables & Apparel - 2.7% | | | | | |
Capri Holdings Ltd. | | | | 33,199 | a | 1,560,353 | |
GoPro, Inc., Cl. A | | | | 95,603 | a | 480,883 | |
Meritage Homes Corp. | | | | 17,085 | | 1,994,845 | |
Oxford Industries, Inc. | | | | 1,089 | | 114,987 | |
Skechers USA, Inc., Cl. A | | | | 5,019 | a | 238,503 | |
The Lovesac Company | | | | 8,934 | a | 258,193 | |
| | | | 4,647,764 | |
Consumer Services - 1.3% | | | | | |
Chuy's Holdings, Inc. | | | | 6,485 | a | 232,487 | |
El Pollo Loco Holdings, Inc. | | | | 69,848 | a | 669,842 | |
Genius Sports Ltd. | | | | 255,422 | a | 1,272,002 | |
| | | | 2,174,331 | |
Consumer Staples Distribution - .4% | | | | | |
The Chefs' Warehouse, Inc. | | | | 19,023 | a | 647,733 | |
Energy - 6.7% | | | | | |
ChampionX Corp. | | | | 31,707 | | 860,211 | |
Chesapeake Energy Corp. | | | | 33,887 | b | 2,576,767 | |
Comstock Resources, Inc. | | | | 100,580 | b | 1,085,258 | |
Dril-Quip, Inc. | | | | 35,558 | a | 1,020,159 | |
Expro Group Holdings NV | | | | 19,803 | a | 363,583 | |
Frontline PLC | | | | 68,845 | | 1,140,073 | |
Helix Energy Solutions Group, Inc. | | | | 170,687 | a | 1,321,117 | |
Northern Oil & Gas, Inc. | | | | 30,909 | b | 938,088 | |
PBF Energy, Inc., Cl. A | | | | 11,711 | | 507,789 | |
Viper Energy Partners LP | | | | 61,895 | | 1,733,060 | |
| | | | 11,546,105 | |
7
STATEMENT OF INVESTMENTS (Unaudited) (continued)
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Description | | | | Shares | | Value ($) | |
Common Stocks - 97.8% (continued) | | | | | |
Equity Real Estate Investment - 6.3% | | | | | |
Agree Realty Corp. | | | | 28,306 | c | 1,942,075 | |
EPR Properties | | | | 20,935 | c | 797,623 | |
Equity Commonwealth | | | | 36,904 | c | 764,282 | |
Highwoods Properties, Inc. | | | | 22,443 | c | 520,453 | |
Pebblebrook Hotel Trust | | | | 40,734 | b,c | 571,905 | |
Physicians Realty Trust | | | | 127,341 | c | 1,901,201 | |
Potlatchdeltic Corp. | | | | 37,280 | b,c | 1,845,360 | |
Rayonier, Inc. | | | | 25,583 | c | 850,891 | |
STAG Industrial, Inc. | | | | 30,093 | c | 1,017,745 | |
Urban Edge Properties | | | | 41,704 | c | 628,062 | |
| | | | 10,839,597 | |
Financial Services - 6.1% | | | | | |
Bread Financial Holdings, Inc. | | | | 44,470 | | 1,348,330 | |
Cannae Holdings, Inc. | | | | 62,916 | a | 1,269,645 | |
Cohen & Steers, Inc. | | | | 10,903 | | 697,356 | |
Essent Group Ltd. | | | | 62,225 | | 2,492,111 | |
Federated Hermes, Inc. | | | | 76,040 | | 3,052,246 | |
PRA Group, Inc. | | | | 7,284 | a | 283,785 | |
PROG Holdings, Inc. | | | | 57,475 | a | 1,367,330 | |
| | | | 10,510,803 | |
Food, Beverage & Tobacco - 1.5% | | | | | |
Fresh Del Monte Produce, Inc. | | | | 64,087 | | 1,929,660 | |
The Boston Beer Company, Inc., Cl. A | | | | 2,168 | a | 712,622 | |
| | | | 2,642,282 | |
Health Care Equipment & Services - 9.3% | | | | | |
Acadia Healthcare Co., Inc. | | | | 32,975 | a | 2,382,444 | |
Amedisys, Inc. | | | | 9,764 | a | 718,142 | |
Embecta Corp. | | | | 50,576 | | 1,422,197 | |
Encompass Health Corp. | | | | 44,393 | | 2,401,661 | |
Enovis Corp. | | | | 9,231 | a | 493,766 | |
Evolent Health, Inc., Cl. A | | | | 76,612 | a | 2,486,059 | |
Globus Medical, Inc., Cl. A | | | | 20,702 | a | 1,172,561 | |
Merit Medical Systems, Inc. | | | | 17,189 | a | 1,271,127 | |
ModivCare, Inc. | | | | 8,209 | a | 690,213 | |
Omnicell, Inc. | | | | 27,260 | a | 1,599,344 | |
R1 RCM, Inc. | | | | 87,906 | a | 1,318,590 | |
| | | | 15,956,104 | |
Insurance - 1.3% | | | | | |
Selective Insurance Group, Inc. | | | | 23,200 | | 2,211,656 | |
Materials - 7.2% | | | | | |
Alamos Gold, Inc., Cl. A | | | | 156,630 | | 1,915,585 | |
Carpenter Technology Corp. | | | | 36,263 | | 1,623,132 | |
Hecla Mining Co. | | | | 266,323 | | 1,685,825 | |
8
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Description | | | | Shares | | Value ($) | |
Common Stocks - 97.8% (continued) | | | | | |
Materials - 7.2% (continued) | | | | | |
Largo, Inc. | | | | 85,066 | a | 440,642 | |
Materion Corp. | | | | 16,737 | | 1,941,492 | |
MP Materials Corp. | | | | 39,619 | a | 1,116,860 | |
Royal Gold, Inc. | | | | 8,023 | | 1,040,663 | |
Schnitzer Steel Industries, Inc., Cl. A | | | | 30,054 | | 934,679 | |
Tronox Holdings PLC | | | | 112,642 | | 1,619,792 | |
| | | | 12,318,670 | |
Media & Entertainment - 3.9% | | | | | |
John Wiley & Sons, Inc., Cl. A | | | | 28,126 | | 1,090,445 | |
Lions Gate Entertainment Corp., Cl. A | | | | 117,570 | a,b | 1,301,500 | |
Lions Gate Entertainment Corp., Cl. B | | | | 127,809 | a | 1,326,657 | |
Scholastic Corp. | | | | 15,634 | | 534,995 | |
TEGNA, Inc. | | | | 70,503 | | 1,192,206 | |
Ziff Davis, Inc. | | | | 15,523 | a | 1,211,570 | |
| | | | 6,657,373 | |
Real Estate Management & Development - .1% | | | | | |
Newmark Group, Inc., Cl. A | | | | 19,313 | | 136,736 | |
Semiconductors & Semiconductor Equipment - 1.7% | | | | | |
MaxLinear, Inc. | | | | 26,527 | a | 934,016 | |
MKS Instruments, Inc. | | | | 11,547 | | 1,023,295 | |
Synaptics, Inc. | | | | 8,621 | a | 958,224 | |
| | | | 2,915,535 | |
Software & Services - 3.2% | | | | | |
A10 Networks, Inc. | | | | 50,915 | | 788,674 | |
Cognyte Software Ltd. | | | | 26,774 | a | 90,764 | |
Progress Software Corp. | | | | 47,166 | b | 2,709,687 | |
Verint Systems, Inc. | | | | 19,419 | a | 723,164 | |
Zuora, Inc., Cl. A | | | | 125,067 | a | 1,235,662 | |
| | | | 5,547,951 | |
Technology Hardware & Equipment - 4.5% | | | | | |
ADTRAN Holdings, Inc. | | | | 75,684 | | 1,200,348 | |
Belden, Inc. | | | | 9,064 | | 786,483 | |
Corsair Gaming, Inc. | | | | 84,474 | a | 1,550,098 | |
Itron, Inc. | | | | 24,586 | a | 1,363,294 | |
Lumentum Holdings, Inc. | | | | 18,509 | a | 999,671 | |
nLight, Inc. | | | | 115,277 | a | 1,173,520 | |
Plexus Corp. | | | | 7,003 | a | 683,283 | |
| | | | 7,756,697 | |
Transportation - .9% | | | | | |
Alaska Air Group, Inc. | | | | 35,399 | a | 1,485,342 | |
Utilities - 5.6% | | | | | |
Avista Corp. | | | | 38,653 | | 1,640,820 | |
Chesapeake Utilities Corp. | | | | 13,542 | | 1,733,241 | |
9
STATEMENT OF INVESTMENTS (Unaudited) (continued)
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 97.8% (continued) | | | | | |
Utilities - 5.6% (continued) | | | | | |
NorthWestern Corp. | | | | 28,565 | | 1,652,771 | |
PNM Resources, Inc. | | | | 13,796 | | 671,589 | |
Portland General Electric Co. | | | | 39,202 | | 1,916,586 | |
Southwest Gas Holdings, Inc. | | | | 30,158 | | 1,883,367 | |
| | | | 9,498,374 | |
Total Common Stocks (cost $149,870,927) | | | | 167,521,242 | |
| | 1-Day Yield (%) | | | | | |
Investment Companies - 2.5% | | | | | |
Registered Investment Companies - 2.5% | | | | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares (cost $4,328,643) | | 4.89 | | 4,328,643 | d | 4,328,643 | |
| | | | | | | |
Investment of Cash Collateral for Securities Loaned - .3% | | | | | |
Registered Investment Companies - .3% | | | | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares (cost $564,564) | | 4.89 | | 564,564 | d | 564,564 | |
Total Investments (cost $154,764,134) | | 100.6% | | 172,414,449 | |
Liabilities, Less Cash and Receivables | | (.6%) | | (1,095,201) | |
Net Assets | | 100.0% | | 171,319,248 | |
a Non-income producing security.
b Security, or portion thereof, on loan. At March 31, 2023, the value of the fund’s securities on loan was $8,985,450 and the value of the collateral was $8,964,567, consisting of cash collateral of $564,564 and U.S. Government & Agency securities valued at $8,400,003. In addition, the value of collateral may include pending sales that are also on loan.
c Investment in real estate investment trust within the United States.
d Investment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.
10
| |
Portfolio Summary (Unaudited) † | Value (%) |
Industrials | 20.1 |
Financials | 19.1 |
Information Technology | 9.5 |
Health Care | 9.3 |
Consumer Discretionary | 8.2 |
Materials | 7.2 |
Energy | 6.7 |
Real Estate | 6.4 |
Utilities | 5.5 |
Communication Services | 3.9 |
Investment Companies | 2.8 |
Consumer Staples | 1.9 |
| 100.6 |
† Based on net assets.
See notes to financial statements.
| | | | | | |
Affiliated Issuers | | | |
Description | Value ($) 9/30/2022 | Purchases ($)† | Sales ($) | Value ($) 3/31/2023 | Dividends/ Distributions ($) | |
Registered Investment Companies - 2.5% | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 2.5% | 804,188 | 19,972,544 | (16,448,089) | 4,328,643 | 44,585 | |
Investment of Cash Collateral for Securities Loaned - .3% | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - .3% | 756,229 | 18,499,946 | (18,691,611) | 564,564 | 9,328 | †† |
Total - 2.8% | 1,560,417 | 38,472,490 | (35,139,700) | 4,893,207 | 53,913 | |
† Includes reinvested dividends/distributions.
†† Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.
See notes to financial statements.
11
STATEMENT OF ASSETS AND LIABILITIES
March 31, 2023 (Unaudited)
| | | | | | |
| | | | | | |
| | | Cost | | Value | |
Assets ($): | | | | |
Investments in securities—See Statement of Investments (including securities on loan, valued at $8,985,450)—Note 1(c): | | | |
Unaffiliated issuers | 149,870,927 | | 167,521,242 | |
Affiliated issuers | | 4,893,207 | | 4,893,207 | |
Cash | | | | | 109,521 | |
Receivable for investment securities sold | | 883,132 | |
Dividends and securities lending income receivable | | 166,762 | |
Receivable for shares of Beneficial Interest subscribed | | 41,200 | |
Tax reclaim receivable—Note 1(b) | | 1,113 | |
Prepaid expenses | | | | | 38,810 | |
| | | | | 173,654,987 | |
Liabilities ($): | | | | |
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(c) | | 145,831 | |
Payable for investment securities purchased | | 1,337,682 | |
Liability for securities on loan—Note 1(c) | | 564,564 | |
Payable for shares of Beneficial Interest redeemed | | 224,868 | |
Trustees’ fees and expenses payable | | 1,188 | |
Other accrued expenses | | | | | 61,606 | |
| | | | | 2,335,739 | |
Net Assets ($) | | | 171,319,248 | |
Composition of Net Assets ($): | | | | |
Paid-in capital | | | | | 150,591,853 | |
Total distributable earnings (loss) | | | | | 20,727,395 | |
Net Assets ($) | | | 171,319,248 | |
| | | | | |
Net Asset Value Per Share | Class A | Class C | Class I | Class Y | |
Net Assets ($) | 20,788,610 | 791,889 | 100,442,283 | 49,296,466 | |
Shares Outstanding | 1,087,728 | 43,930 | 5,205,018 | 2,533,430 | |
Net Asset Value Per Share ($) | 19.11 | 18.03 | 19.30 | 19.46 | |
| | | | | |
See notes to financial statements. | | | | | |
12
STATEMENT OF OPERATIONS
Six Months Ended March 31, 2023 (Unaudited)
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Investment Income ($): | | | | |
Income: | | | | |
Cash dividends (net of $1,242 foreign taxes withheld at source): | |
Unaffiliated issuers | | | 1,889,675 | |
Affiliated issuers | | | 44,585 | |
Income from securities lending—Note 1(c) | | | 9,328 | |
Interest | | | 4 | |
Total Income | | | 1,943,592 | |
Expenses: | | | | |
Management fee—Note 3(a) | | | 706,987 | |
Shareholder servicing costs—Note 3(c) | | | 65,540 | |
Administration fee—Note 3(a) | | | 53,024 | |
Professional fees | | | 40,234 | |
Registration fees | | | 30,095 | |
Trustees’ fees and expenses—Note 3(d) | | | 11,549 | |
Prospectus and shareholders’ reports | | | 9,380 | |
Chief Compliance Officer fees—Note 3(c) | | | 8,072 | |
Custodian fees—Note 3(c) | | | 5,368 | |
Distribution fees—Note 3(b) | | | 3,377 | |
Loan commitment fees—Note 2 | | | 1,682 | |
Miscellaneous | | | 12,473 | |
Total Expenses | | | 947,781 | |
Less—reduction in fees due to earnings credits—Note 3(c) | | | (3,459) | |
Net Expenses | | | 944,322 | |
Net Investment Income | | | 999,270 | |
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): | | |
Net realized gain (loss) on investments | 3,158,829 | |
Net change in unrealized appreciation (depreciation) on investments | 10,187,748 | |
Net Realized and Unrealized Gain (Loss) on Investments | | | 13,346,577 | |
Net Increase in Net Assets Resulting from Operations | | 14,345,847 | |
| | | | | | |
See notes to financial statements. | | | | | |
13
STATEMENT OF CHANGES IN NET ASSETS
| | | | | | | | | |
| | | | | | | | | |
| | | | Six Months Ended March 31, 2023 (Unaudited) | | Year Ended September 30, 2022 | |
Operations ($): | | | | | | | | |
Net investment income | | | 999,270 | | | | 1,379,838 | |
Net realized gain (loss) on investments | | 3,158,829 | | | | 14,881,937 | |
Net change in unrealized appreciation (depreciation) on investments | | 10,187,748 | | | | (37,354,300) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | 14,345,847 | | | | (21,092,525) | |
Distributions ($): | |
Distributions to shareholders: | | | | | | | | |
Class A | | | (1,760,095) | | | | (3,055,774) | |
Class C | | | (77,492) | | | | (123,731) | |
Class I | | | (8,969,237) | | | | (13,888,818) | |
Class Y | | | (3,704,178) | | | | (5,665,251) | |
Total Distributions | | | (14,511,002) | | | | (22,733,574) | |
Beneficial Interest Transactions ($): | |
Net proceeds from shares sold: | | | | | | | | |
Class A | | | 278,457 | | | | 479,442 | |
Class C | | | 18,474 | | | | 39,792 | |
Class I | | | 7,132,199 | | | | 18,566,202 | |
Class Y | | | 7,376,740 | | | | 5,315,262 | |
Distributions reinvested: | | | | | | | | |
Class A | | | 1,684,120 | | | | 2,923,635 | |
Class C | | | 77,492 | | | | 123,730 | |
Class I | | | 8,492,671 | | | | 13,070,731 | |
Class Y | | | 3,703,406 | | | | 5,663,949 | |
Cost of shares redeemed: | | | | | | | | |
Class A | | | (1,371,460) | | | | (3,608,094) | |
Class C | | | (154,109) | | | | (82,095) | |
Class I | | | (15,189,887) | | | | (20,420,963) | |
Class Y | | | (3,415,288) | | | | (7,068,110) | |
Increase (Decrease) in Net Assets from Beneficial Interest Transactions | 8,632,815 | | | | 15,003,481 | |
Total Increase (Decrease) in Net Assets | 8,467,660 | | | | (28,822,618) | |
Net Assets ($): | |
Beginning of Period | | | 162,851,588 | | | | 191,674,206 | |
End of Period | | | 171,319,248 | | | | 162,851,588 | |
14
| | | | | | | | | |
| | | | | | | | | |
| | | | Six Months Ended March 31, 2023 (Unaudited) | | Year Ended September 30, 2022 | |
Capital Share Transactions (Shares): | |
Class Aa | | | | | | | | |
Shares sold | | | 13,618 | | | | 22,180 | |
Shares issued for distributions reinvested | | | 89,868 | | | | 135,228 | |
Shares redeemed | | | (68,349) | | | | (165,785) | |
Net Increase (Decrease) in Shares Outstanding | 35,137 | | | | (8,377) | |
Class C | | | | | | | | |
Shares sold | | | 1,006 | | | | 1,648 | |
Shares issued for distributions reinvested | | | 4,374 | | | | 5,974 | |
Shares redeemed | | | (8,007) | | | | (3,631) | |
Net Increase (Decrease) in Shares Outstanding | (2,627) | | | | 3,991 | |
Class Ia | | | | | | | | |
Shares sold | | | 354,842 | | | | 813,487 | |
Shares issued for distributions reinvested | | | 449,110 | | | | 600,126 | |
Shares redeemed | | | (773,747) | | | | (922,088) | |
Net Increase (Decrease) in Shares Outstanding | 30,205 | | | | 491,525 | |
Class Y | | | | | | | | |
Shares sold | | | 387,032 | | | | 231,000 | |
Shares issued for distributions reinvested | | | 194,303 | | | | 258,157 | |
Shares redeemed | | | (170,856) | | | | (311,295) | |
Net Increase (Decrease) in Shares Outstanding | 410,479 | | | | 177,862 | |
| | | | | | | | | |
a | During the period ended September 30, 2022, 1,617 Class A shares representing $34,559 were exchanged for 1,603 Class I shares. | |
See notes to financial statements. | | | | | | | | |
15
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.
| | | | | | |
| Six Months Ended | |
| March 31, 2023 | Year Ended September 30, |
Class A Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 19.20 | 24.59 | 15.58 | 20.11 | 24.49 | 25.18 |
Investment Operations: | | | | | | |
Net investment incomea | .08 | .10 | .05 | .10 | .10 | .04 |
Net realized and unrealized gain (loss) on investments | 1.53 | (2.58) | 9.06 | (3.01) | (1.71) | 3.37 |
Total from Investment Operations | 1.61 | (2.48) | 9.11 | (2.91) | (1.61) | 3.41 |
Distributions: | | | | | | |
Dividends from net investment income | - | - | (.10) | (.10) | (.03) | (.06) |
Dividends from net realized gain on investments | (1.70) | (2.91) | - | (1.52) | (2.74) | (4.04) |
Total Distributions | (1.70) | (2.91) | (.10) | (1.62) | (2.77) | (4.10) |
Net asset value, end of period | 19.11 | 19.20 | 24.59 | 15.58 | 20.11 | 24.49 |
Total Return (%)b | 8.54c | (11.39) | 58.62 | (16.27) | (5.05) | 15.08 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | 1.36d | 1.35 | 1.34 | 1.42 | 1.31 | 1.36 |
Ratio of net expenses to average net assets | 1.36d | 1.35 | 1.34 | 1.42 | 1.31 | 1.36 |
Ratio of net investment income to average net assets | .84d | .44 | .22 | .55 | .49 | .15 |
Portfolio Turnover Rate | 22.01c | 48.99 | 54.45 | 79.73 | 69.41 | 84.28 |
Net Assets, end of period ($ x 1,000) | 20,789 | 20,205 | 26,092 | 18,379 | 25,664 | 33,037 |
a Based on average shares outstanding.
b Exclusive of sales charge.
c Not annualized.
d Annualized.
See notes to financial statements.
16
| | | | | | |
| Six Months Ended | |
| March 31, 2023 | Year Ended September 30, |
Class C Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 18.27 | 23.72 | 15.08 | 19.58 | 24.07 | 24.94 |
Investment Operations: | | | | | | |
Net investment (loss)a | (.00)b | (.08) | (.13) | (.06) | (.06) | (.15) |
Net realized and unrealized gain (loss) on investments | 1.46 | (2.46) | 8.77 | (2.92) | (1.69) | 3.32 |
Total from Investment Operations | 1.46 | (2.54) | 8.64 | (2.98) | (1.75) | 3.17 |
Distributions: | | | | | | |
Dividends from net realized gain on investments | (1.70) | (2.91) | - | (1.52) | (2.74) | (4.04) |
Net asset value, end of period | 18.03 | 18.27 | 23.72 | 15.08 | 19.58 | 24.07 |
Total Return (%)c | 8.14d | (12.14) | 57.29 | (17.04) | (5.76) | 14.11 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | 2.20e | 2.18 | 2.19 | 2.31 | 2.08 | 2.19 |
Ratio of net expenses to average net assets | 2.20e | 2.18 | 2.19 | 2.31 | 2.08 | 2.19 |
Ratio of net investment (loss) to average net assets | (.02)e | (.38) | (.61) | (.36) | (.30) | (.67) |
Portfolio Turnover Rate | 22.01d | 48.99 | 54.45 | 79.73 | 69.41 | 84.28 |
Net Assets, end of period ($ x 1,000) | 792 | 851 | 1,010 | 950 | 1,815 | 2,646 |
a Based on average shares outstanding.
b Amount represents less than $.01 per share.
c Exclusive of sales charge.
d Not annualized.
e Annualized.
See notes to financial statements.
17
FINANCIAL HIGHLIGHTS (continued)
| | | | | | |
Six Months Ended | |
| March 31, 2023 | Year Ended September 30, |
Class I Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 19.39 | 24.78 | 15.69 | 20.23 | 24.64 | 25.27 |
Investment Operations: | | | | | | |
Net investment incomea | .12 | .17 | .12 | .16 | .15 | .11 |
Net realized and unrealized gain (loss) on investments | 1.54 | (2.61) | 9.13 | (3.02) | (1.72) | 3.40 |
Total from Investment Operations | 1.66 | (2.44) | 9.25 | (2.86) | (1.57) | 3.51 |
Distributions: | | | | | | |
Dividends from net investment income | (.05) | (.04) | (.16) | (.16) | (.10) | (.10) |
Dividends from net realized gain on investments | (1.70) | (2.91) | - | (1.52) | (2.74) | (4.04) |
Total Distributions | (1.75) | (2.95) | (.16) | (1.68) | (2.84) | (4.14) |
Net asset value, end of period | 19.30 | 19.39 | 24.78 | 15.69 | 20.23 | 24.64 |
Total Return (%) | 8.74b | (11.13) | 59.18 | (16.03) | (4.72) | 15.43 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | 1.04c | 1.03 | 1.03 | 1.07 | 1.02 | 1.01 |
Ratio of net expenses to average net assets | 1.03c | 1.03 | 1.03 | 1.07 | 1.02 | 1.01 |
Ratio of net investment income to average net assets | 1.17c | .76 | .53 | .92 | .75 | .46 |
Portfolio Turnover Rate | 22.01b | 48.99 | 54.45 | 79.73 | 69.41 | 84.28 |
Net Assets, end of period ($ x 1,000) | 100,442 | 100,316 | 116,039 | 90,017 | 120,937 | 215,318 |
a Based on average shares outstanding.
b Not annualized.
c Annualized.
See notes to financial statements.
18
| | | | | | |
| Six Months Ended | |
| March 31, 2023 | Year Ended September 30, |
Class Y Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 19.54 | 24.95 | 15.80 | 20.36 | 24.74 | 25.25 |
Investment Operations: | | | | | | |
Net investment income (loss)a | .12 | .18 | .13 | .17 | .23 | (.04) |
Net realized and unrealized gain (loss) on investments | 1.56 | (2.63) | 9.19 | (3.04) | (1.79) | 3.57 |
Total from Investment Operations | 1.68 | (2.45) | 9.32 | (2.87) | (1.56) | 3.53 |
Distributions: | | | | | | |
Dividends from net investment income | (.06) | (.05) | (.17) | (.17) | (.08) | - |
Dividends from net realized gain on investments | (1.70) | (2.91) | - | (1.52) | (2.74) | (4.04) |
Total Distributions | (1.76) | (2.96) | (.17) | (1.69) | (2.82) | (4.04) |
Net asset value, end of period | 19.46 | 19.54 | 24.95 | 15.80 | 20.36 | 24.74 |
Total Return (%) | 8.78b | (11.09) | 59.22 | (15.94) | (4.67) | 15.49 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | 1.00c | .99 | 1.00 | 1.01 | 1.01 | .97 |
Ratio of net expenses to average net assets | .99c | .99 | 1.00 | 1.00 | 1.00 | .95 |
Ratio of net investment income (loss) to average net assets | 1.20c | .80 | .56 | .97 | 1.23 | (.14) |
Portfolio Turnover Rate | 22.01b | 48.99 | 54.45 | 79.73 | 69.41 | 84.28 |
Net Assets, end of period ($ x 1,000) | 49,296 | 41,480 | 48,534 | 31,990 | 45,631 | 11 |
a Based on average shares outstanding.
b Not annualized.
c Annualized.
See notes to financial statements.
19
NOTES TO FINANCIAL STATEMENTS (Unaudited)
NOTE 1—Significant Accounting Policies:
BNY Mellon Small Cap Value Fund (the “fund”) is a separate diversified series of BNY Mellon Investment Funds I (the “Trust”), 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 six series, including the fund. The fund’s investment objective is to seek long-term growth of capital. 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. Newton Investment Management North America, LLC (the “Sub-Adviser”), an indirect wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, serves as the fund’s sub-adviser.
Effective March 31, 2023, the Sub-Adviser, entered into a sub-sub-investment advisory agreement with its affiliate, Newton Investment Management Limited (NIM), to enable NIM to provide certain advisory services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services. NIM is subject to the supervision of the Sub-Adviser and the Adviser. NIM is also an affiliate of the Adviser. NIM, located at 160 Queen Victoria Street, London, EC4V, 4LA, England, was formed in 1978 and, as of March 31, 2023, had approximately $48.7 billion in assets under management. NIM is an indirect subsidiary of BNY Mellon.
BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. 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: Class A, Class C, Class I and Class Y. Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including BNY Mellon and its affiliates), acting on behalf of customers
20
having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to 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 Trust 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 SEC under 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 Trust enters 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
21
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
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.
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:
The Trust’s Board of Trustees (the “Board”) has designated the Adviser as the fund’s valuation designee to make all fair value determinations with respect to the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.
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
22
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, 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 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 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.
The following is a summary of the inputs used as of March 31, 2023 in valuing the fund’s investments:
| | | | | | |
| Level 1-Unadjusted Quoted Prices | Level 2- Other Significant Observable Inputs | | Level 3-Significant Unobservable Inputs | Total | |
Assets ($) | | |
Investments in Securities:† | | |
Equity Securities - Common Stocks | 167,521,242 | - | | - | 167,521,242 | |
Investment Companies | 4,893,207 | - | | - | 4,893,207 | |
† See Statement of Investments for additional detailed categorizations, if any.
(b) Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred or those subject to reclaims as of March 31, 2023, if any, are disclosed in the fund’s Statement of Assets and Liabilities.
23
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
(c) 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 BNY Mellon, 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. At March 31, 2023, the market value of the collateral was 99.8% of the market value of the securities on loan. The fund received additional collateral subsequent to year end which resulted in the market value of the collateral to be at least 100% of the market value of the securities on loan. 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, BNY 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 March 31, 2023, BNY Mellon earned $1,271 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.
(d) Affiliated issuers: Investments in other investment companies advised by the Adviser are considered “affiliated” under the Act.
(e) Market Risk: The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. The value of a security may also decline due to general market conditions that are not specifically related to a particular company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, changes to inflation, adverse changes to credit markets or adverse investor sentiment generally. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed-
24
income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff.
(f) Dividends and distributions to shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from net investment income 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.
(g) 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 March 31, 2023, 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 March 31, 2023, the fund did not incur any interest or penalties.
Each tax year in the three-year period ended September 30, 2022 remains subject to examination by the Internal Revenue Service and state taxing authorities.
The tax character of distributions paid to shareholders during the fiscal year ended September 30, 2022 was as follows: ordinary income $7,796,718 and long-term capital gains $14,936,856. The tax character of current year distributions will be determined at the end of the current fiscal year.
25
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
NOTE 2—Bank Lines of Credit:
The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY 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 $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 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. During the period ended March 31, 2023, the fund did not borrow under the Facilities.
NOTE 3—Management Fee, Sub-Advisory Fee, Administration 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 .80% of the value of the fund’s average daily net assets and is payable monthly.
Pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .384% of the value of the fund’s average daily net assets.
The fund has a Fund Accounting and Administrative Services Agreement (the “Administration Agreement”) with the Adviser, whereby the Adviser performs administrative, accounting and recordkeeping services for the fund. The fund has agreed to compensate the Adviser for providing accounting and recordkeeping services, administration, compliance monitoring, regulatory and shareholder reporting, as well as related facilities, equipment and clerical help. The fee is based on the fund’s average daily net assets and computed at the following annual rates: .06% of the first $500 million, .04% of the next $500 million and .02% in excess of $1 billion.
In addition, after applying any expense limitations or fee waivers that reduce the fees paid to the Adviser for this service, the Adviser has contractually agreed in writing to waive any remaining fees for this service to the extent that they exceed both the Adviser’s costs in providing these services and a reasonable allocation of the costs incurred by the Adviser
26
and its affiliates related to the support and oversight of these services. The fund also reimburses the Adviser for the out-of-pocket expenses incurred in performing this service for the fund. Pursuant to the Administration Agreement, the fund was charged $53,024 during the period ended March 31, 2023.
During the period ended March 31, 2023, the Distributor retained $447 from commissions earned on sales of the fund’s Class A shares.
(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended March 31, 2023, Class C shares were charged $3,377 pursuant to the Distribution Plan.
(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended March 31, 2023, Class A and Class C shares were charged $27,286 and $1,126, respectively, pursuant to the Shareholder Services Plan.
Under its terms, the Distribution Plan and Shareholder Services Plan shall remain in effect from year to year, provided such continuance is approved annually by a vote of a majority of those Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the operation of or in any agreement related to the Distribution Plan or Shareholder Services Plan.
The fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement of Operations.
27
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
The fund has an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.
The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services for the fund. The majority of Transfer Agent 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 March 31, 2023, the fund was charged $7,583 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $3,459.
The fund compensates the Custodian, 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 March 31, 2023, the fund was charged $5,368 pursuant to the custody agreement.
During the period ended March 31, 2023, the fund was charged $8,072 for services performed by the fund’s 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 fee of $116,135, Administration fee of $8,710, Distribution Plan fees of $505, Shareholder Services Plan fees of $4,606, Custodian fees of $9,000, Chief Compliance Officer fees of $3,995 and Transfer Agent fees of $2,880.
(d) 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 March 31, 2023, amounted to $38,620,561 and $46,052,589, respectively.
At March 31, 2023, accumulated net unrealized appreciation on investments was $17,650,315, consisting of $32,939,722 gross unrealized appreciation and $15,289,407 gross unrealized depreciation.
28
At March 31, 2023, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).
29
INFORMATION ABOUT THE RENEWAL OF THE FUND'S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS, AND THE APPROVAL OF THE FUND'S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited)
At a meeting of the fund’s Board of Trustees held on March 6-7, 2023, the Board considered the renewal of the fund’s Investment Advisory Agreement and Administration Agreement, pursuant to which BNY Mellon Investment Adviser provides the fund with investment advisory services and administrative services, and the Sub-Investment Advisory Agreement (together with the Investment Advisory Agreement and Administration Agreement, the “Agreements”), pursuant to which Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”) provides day-to-day management of the fund’s investments. The Board members, none of whom are “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 and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered several 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, including the fund. 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, as well as the Adviser’s supervisory activities over the Sub-Adviser. 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.
30
(“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper, which included information comparing (1) the performance of the fund’s Class I shares with the performance of a group of institutional small-cap core funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds consisting of all retail and institutional small-cap core funds (the “Performance Universe”), all for various periods ended December 31, 2022, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all institutional small-cap core funds, excluding outliers (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 select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Performance Comparisons. 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 and the end date selected. The Board also considered the fund’s performance in light of overall financial market conditions. The Board discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was at or above the Performance Group median for all periods, except for the one-, three- and four-year periods when it was below the Performance Group median, and was above the Performance Universe median for all periods. 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 noted that the fund’s returns were above the returns of the index in six of the ten calendar years shown. The Board also noted that the fund had a four-star overall rating and a four-star rating for each of the five- and ten-year periods from Morningstar based on Morningstar’s risk-adjusted return measures.
Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate (i.e., the aggregate of the investment advisory and administration fees pursuant to the Investment Advisory Agreement and Administration Agreement) payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets 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 higher than the Expense Group median contractual management fee, the fund’s actual management fee was higher than the Expense Group median and higher than the Expense Universe
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INFORMATION ABOUT THE RENEWAL OF THE FUND'S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS, AND THE APPROVAL OF THE FUND'S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
median actual management fee and the fund’s total expenses were higher than the Expense Group median and higher than the Expense Universe median total expenses.
Representatives of the Adviser reviewed with the Board the management or investment advisory fees (1) paid by funds advised by the Adviser that are in the same Lipper category as the fund and (2) paid to the Adviser or the Sub-Adviser or its affiliates 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.
The Board considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its fee from the fund, and not the fund.
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 excessive, given the services rendered and service levels provided by the Adviser and its affiliates. 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 Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements 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. Since the Adviser, and not the fund, pays the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’s profitability to be relevant to its deliberations. 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
32
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 and the Sub-Adviser 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.
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 Agreements. 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 and the Sub-Adviser are adequate and appropriate.
· The Board was satisfied with the fund’s relative performance.
· The Board concluded that the fees paid to the Adviser and the Sub-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 Investment Advisory Agreement and Administration 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.
In evaluating the Agreements, 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 and the Sub-Adviser, of the Adviser and the Sub-Adviser and the services provided to the fund by the Adviser and the Sub-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 Agreements, 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 the fund had the benefit of a number of years of reviews of the Agreements 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 its consideration of the fund’s arrangements, or substantially similar
33
INFORMATION ABOUT THE RENEWAL OF THE FUND'S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS, AND THE APPROVAL OF THE FUND'S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
arrangements for other BNY Mellon funds that the Board oversees, in prior years. The Board determined to renew the Agreements.
*******
At the meeting of the fund’s Board held on March 6-7, 2023, the Board also considered the approval of a delegation arrangement between NIMNA and its affiliate, Newton Investment Management Limited (“NIM”), which permits NIMNA, as the fund’s sub-investment adviser, to use the investment advisory personnel, resources and capabilities (“Investment Advisory Services”) available at its sister company, NIM, in providing the day-to-day management of the fund’s investments. In connection therewith, the Board considered the approval of a sub-sub-investment advisory agreement (the “SSIA Agreement”) between NIMNA and NIM, with respect to the fund. In considering the approval of the SSIA Agreement, the Board considered several 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.
At the meeting, the Adviser and the Sub-Adviser recommended the approval of the SSIA Agreement to enable NIM to provide Investment Advisory Services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services, subject to the supervision of the Sub-Adviser and the Adviser. The recommendation for the approval of the SSIA Agreement was based on the following considerations, among others: (i) approval of the SSIA Agreement would permit the Sub-Adviser to use investment personnel employed primarily by NIM as primary portfolio managers of the fund and to use the investment research services of NIM in the day-to-day management of the fund’s investments; and (ii) there would be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund or the sub-advisory fee payable by the Adviser to the Sub-Adviser as a result of the delegation arrangement. The Board also considered the fact that the Adviser stated that it believed there were no material changes to the information the Board had previously considered at the meeting in connection with the Board’s re-approval of the Agreements for the ensuing year, other than the information about the delegation arrangement and NIM.
In determining whether to approve the SSIA Agreement, the Board considered the materials prepared by the Adviser and the Sub-Adviser received in advance of the meeting and other information presented at the meeting, which included: (i) a form of the SSIA Agreement; (ii) information regarding the delegation arrangement and how it is expected to enhance investment capabilities for the benefit of the fund; (iii) information regarding NIM; and (iv) an opinion of counsel that the proposed delegation arrangement would not result in an “assignment” of the Sub-Investment Advisory Agreement under the 1940 Act and the Investment Advisers Act of 1940, as amended, and, therefore, did not require the approval of fund shareholders. The Board also considered the substance of discussions with representatives of the Adviser and the
34
Sub-Adviser at the meeting in connection with the Board’s re-approval of the Agreements.
Nature, Extent and Quality of Services to be Provided. In examining the nature, extent and quality of the services that were expected to be provided by NIM under the SSIA Agreement, the Board considered: (i) NIM’s organization, qualification and background, as well as the qualifications of its personnel; (ii) the expertise of the personnel providing portfolio management services; (iii) information regarding NIM’s compliance program; and (iv) the investment strategy for the fund, which would remain the same. The Board also considered that enabling the Sub-Adviser to use the proposed Investment Advisory Services provided by NIM, the Sub-Adviser would provide investment and portfolio management services of at least the same nature, extent and quality that it currently provides to the fund without the ability to use the Investment Advisory Services of its sister company. Based on the considerations and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by the Sub-Adviser having the ability to use the Investment Advisory Services supported a decision to approve the SSIA Agreement.
Investment Performance. The Board considered the fund’s investment performance and that of the investment team managing the fund’s portfolio (including comparative data provided by Broadridge) at the meeting in connection with the Board’s re-approval of the Agreements. The Board considered that the same investment professionals would continue to manage the fund’s assets and that enabling the Sub-Adviser to use the Investment Advisory Services pursuant to the SSIA Agreement for the benefit of the fund supported a decision to approve the SSIA Agreement.
Costs of Services to be Provided and Profitability. The Board considered the contractual management fee payable by the fund to the Adviser pursuant to the Investment Advisory Agreement and Administration Agreement and the contractual sub-investment advisory fee payable by the Adviser to the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement at the meeting in connection with the Board’s re-approval of the Agreements. The Board noted that the contractual management fee payable by the fund to the Adviser and the sub-investment advisory fee payable by the Adviser to the Sub-Adviser, would not change in connection with the proposed delegation arrangement. The Board recognized that, because the fees payable would not change, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Agreements, and that the Board had received and considered a profitability analysis of the Adviser and its affiliates, including NIMNA, at the meeting in connection with the Board’s re-approval of the Agreements. The Board concluded that the Adviser’s profitability was not excessive in light of the nature, extent and quality of the services to be provided to the fund by the Adviser and the Sub-Adviser under the Agreements.
Economies of Scale to be Realized. The Board recognized that, because the fees payable by the fund to the Adviser pursuant to the Investment Advisory Agreement and Administration Agreement and the contractual sub-investment advisory fee payable by the Adviser to the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement would not change in connection with the proposed delegation arrangement, an analysis
35
INFORMATION ABOUT THE RENEWAL OF THE FUND'S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS, AND THE APPROVAL OF THE FUND'S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
of economies of scale was more appropriate in the context of the Board’s consideration of the Agreements, which had been done at the meeting in connection with the Board’s re-approval of the Agreements. At the meeting, 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 Agreements 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.
The Board also considered whether there were any ancillary benefits that would accrue to the Sub-Adviser as a result of its relationship with the fund after the delegation arrangement, and such ancillary benefits, if any, were determined to be reasonable.
After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board, with the assistance of independent legal counsel, approved the delegation arrangement and the SSIA Agreement for the fund.
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37
BNY Mellon Small Cap Value Fund
240 Greenwich Street
New York, NY 10286
Adviser
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, NY 10286
Sub-Adviser
Newton Investment Management
North America, LLC
BNY Mellon Center
201 Washington Street
Boston, MA 02108
Newton Investment Management Limited
160 Queen Victoria Street
London, EC4V, 4LA, England
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
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Ticker Symbols: | Class A: RUDAX Class C: BOSCX Class I: STSVX Class Y: BOSYX |
Telephone Call your financial representative or 1-800-373-9387
Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
E-mail Send your request to info@bnymellon.com
Internet Information can be viewed online or downloaded at www.im.bnymellon.com
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 at www.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 at www.im.bnymellon.com 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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© 2023 BNY Mellon Securities Corporation 6944SA0323 | 
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BNY Mellon Small/Mid Cap Growth Fund
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SEMI-ANNUAL REPORT March 31, 2023 |
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Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes. |
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The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other person in the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change at any time based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund in the BNY Mellon Family of Funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any fund in the BNY Mellon Family of Funds. |
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Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
THE FUND
FOR MORE INFORMATION
Back Cover
DISCUSSION OF FUND PERFORMANCE (Unaudited)
For the period from October 1, 2022, through March 31, 2023, as provided by John R. Porter, Todd W. Wakefield, CFA, Robert C. Zeuthen, CFA, and Karen Behr of Newton Investment Management North America, LLC, sub-adviser
Market and Fund Performance Overview
For the six-month period ended March 31, 2023, BNY Mellon Small/Mid Cap Growth Fund (the “fund”) produced a total return of 12.55% for Class A shares, 12.10% for Class C shares, 12.68% for Class I shares, 12.77% for Class Y shares and 12.68% for Class Z shares.1 In comparison, the fund’s benchmark, the Russell 2500™ Growth Index (the “Index”), posted a total return of 11.57% for the same period.2
Small- and mid-cap growth stocks gained ground during the period amid positive economic growth and decelerating inflationary pressure. The fund outperformed the Index primarily due to relatively strong returns in the health care and financials sectors.
The Fund’s Investment Approach
The fund seeks long-term growth of capital. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of small-cap and mid-cap U.S. companies (those with market capitalizations equal to or less than the total market capitalization of the largest company in the Index).
We employ a growth-oriented investment style in managing the fund’s portfolio. This means we seek to identify those small-cap and mid-cap companies that are experiencing, or are expected to experience, rapid earnings or revenue growth. We focus on high-quality companies and individual stock selection, instead of trying to predict which industries or sectors will perform best, and select stocks by:
· Using fundamental research to identify and follow companies considered to have attractive characteristics, such as strong business and competitive positions, solid cash flows and balance sheets, high-quality management and high sustainable growth.
· Investing in a company when the portfolio managers’ research indicates that the company will experience accelerating revenues and expanding operating margins, which may lead to rising estimate trends and favorable earnings surprises.
The fund’s investment strategy may lead it to emphasize certain industries, such as technology, health care, business services and communications.
Equities Advance Despite Macroeconomic Concerns
Market sentiment proved volatile during the reporting period, with hopes for continued economic growth countered by concerns regarding persistently high levels of inflation and the impact of interest-rate hikes from the U.S. Federal Reserve (the “Fed”) designed to curb inflation. In October 2022, as the period began, inflation averaged 7.7% on an annualized basis, down from the 9.1% peak set in June 2022 but well above the Fed target of 2%. The federal funds rate, set by the Fed, stood at a range of 3.00%–3.25%, up from near zero eight months earlier. During the reporting period, the Fed raised rates four more times, totaling an additional 1.75%, while inflation steadily eased to 5.0%. Although U.S. economic growth and
2
corporate profits showed signs of moderating during this time, indications generally remained positive, supported by robust consumer spending, rising wages and low levels of unemployment. These encouraging economic trends lessened concerns that rising rates might tip the economy into a sharp recession. Accordingly, while equity markets frequently dipped or spiked in response to the economic news of the day, stocks trended higher on balance, led by growth-oriented and cyclical issues in the information technology, industrials and materials sectors.
Other factors aside from inflation and interest rates also played a role in market behavior during the period. The reopening of the Chinese economy in the fourth quarter of 2022 after lengthy COVID-19-related shutdowns generally bolstered confidence, particularly as renewed Chinese activity did not appear to cause inflation to accelerate. On the negative side, a small number of high-profile bank failures in the United States in the first quarter of 2023 raised fears of possible wider banking industry contagion and future credit constraints. However, stocks remained in positive territory despite a steep decline in early March. Swift action from federal authorities and major banks eased investors’ concerns, enabling markets to gain additional ground in the closing week of the period.
Health Care and Financials Contribute to Fund Outperformance
The fund’s health care positions provided the strongest contributions to performance relative to the Index, led by several out-of-Index holdings. Top performers in the health care equipment and supply area included shares of dental device maker Align Technology, Inc., which soared in early 2023 on better-than-expected earnings; circulatory support device company Abiomed, Inc., which was acquired at a premium to its prior stock price; and glucose monitoring system company DexCom, Inc., which saw increasing adoption of the company’s systems by the diabetes treatment community. Biotechnology holdings further bolstered relative returns, led by holdings in Horizon Therapeutics PLC, which was acquired at a premium stock price, and gene therapy developer Sarepta Therapeutics, Inc., which gained ground on positive earnings reports and encouraging drug pipeline developments. The fund’s financials holdings further contributed to outperformance, largely due to gains in payment services provider Euronet Worldwide on the strength of the company’s digital payments ecosystem.
On the negative side, the fund’s relative performance suffered due to holdings in the information technology, consumer staples, consumer discretionary and energy sectors. In information technology, semiconductor manufacturer Semtech underperformed many of its industry counterparts after announcing a disappointing outlook in early 2023. Other technology underperformers included software companies Bill Holdings, Inc., Rapid7, Inc., Zendesk, Inc. and DocuSign, Inc. In consumer staples, shares in discount food retailer Grocery Outlet Holdings were hurt by concerns regarding the durability of the company’s growth. In the consumer discretionary space, specialty retailers National Vision Holdings, Inc. and Farfetch Ltd. fell victim to a variety of company-specific and macroeconomic headwinds that clouded future expectations. In energy, shares in wellhead equipment maker Cactus, Inc. trailed those of other equipment makers, while natural gas producer EQT Corp. was hurt by weak commodity prices.
3
DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)
Looking for Tactical Reallocation Opportunities
As of the end of the reporting period, market sentiment remains focused on uncertainties regarding the Fed’s response to inflation and the potential impact of rising interest rates on economic growth. With markets frequently overreacting to short-term news, we stand ready to respond quickly to valuation swings, trimming shares that appear unsustainably high and capturing opportunities in undervalued stocks. At the same time, we have taken a slightly more conservative approach to the fund’s allocation profile, increasing exposure to defensive positions in health care and reducing positions in information technology stocks that could prove vulnerable to an economic slowdown. As of March 31, 2023, the fund held its largest overweight position by far in health care, with smaller overweight positions in the consumer discretionary and communication services sectors. Conversely, the fund held significantly underweight exposure to industrials, with holdings focused primarily on companies leveraged to the ongoing transition to clean energy and other areas of compelling growth, followed by information technology and materials. The fund held no real estate exposure as of the end of the period.
April 17, 2023
1 Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. 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.
2 Source: Lipper Inc. — The Russell 2500™ Growth Index measures the performance of the small- to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500 companies with higher-growth earning potential as defined by Russell’s leading style methodology. The Russell 2500™ Growth Index is constructed to provide a comprehensive and unbiased barometer of the small- to mid-cap growth market. The index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small- to mid-cap opportunity set, and that the represented companies continue to reflect growth 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.
Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and affected certain companies, industries and market sectors more dramatically than others. To the extent the fund may overweight its investments in certain companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those companies, industries or sectors.
Small and midsized companies carry additional risks because their earnings and revenues tend to be less predictable, and their share prices more volatile, than those of larger, more established companies.
4
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) and redemption fees, 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 Small/Mid Cap Growth Fund from October 1, 2022 to March 31, 2023. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.
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Expenses and Value of a $1,000 Investment | |
Assume actual returns for the six months ended March 31, 2023 | |
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| | Class A | Class C | Class I | Class Y | Class Z | |
Expenses paid per $1,000† | $5.19 | $9.57 | $4.03 | $3.45 | $4.45 | |
Ending value (after expenses) | $1,125.50 | $1,121.00 | $1,126.80 | $1,127.70 | $1,126.80 | |
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.
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Expenses and Value of a $1,000 Investment | |
Assuming a hypothetical 5% annualized return for the six months ended March 31, 2023 | |
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| | Class A | Class C | Class I | Class Y | Class Z | |
Expenses paid per $1,000† | $4.94 | $9.10 | $3.83 | $3.28 | $4.23 | |
Ending value (after expenses) | $1,020.04 | $1,015.91 | $1,021.14 | $1,021.69 | $1,020.74 | |
† | Expenses are equal to the fund’s annualized expense ratio of .98% for Class A, 1.81% for Class C, .76% for Class I, .65% for Class Y and .84% for Class Z, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). | |
5
STATEMENT OF INVESTMENTS
March 31, 2023 (Unaudited)
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Description | | | | Shares | | Value ($) | |
Common Stocks - 94.9% | | | | | |
Capital Goods - 7.6% | | | | | |
Armstrong World Industries, Inc. | | | | 370,190 | | 26,372,336 | |
Curtiss-Wright Corp. | | | | 176,348 | | 31,083,099 | |
Fluor Corp. | | | | 998,647 | a,b | 30,868,179 | |
Graco, Inc. | | | | 324,984 | | 23,727,082 | |
Mercury Systems, Inc. | | | | 750,585 | b | 38,369,905 | |
SiteOne Landscape Supply, Inc. | | | | 93,804 | a,b | 12,838,953 | |
The AZEK Company, Inc. | | | | 816,077 | b | 19,210,453 | |
Zurn Elkay Water Solutions Corp. | | | | 439,963 | | 9,397,610 | |
| | | | 191,867,617 | |
Commercial & Professional Services - 5.6% | | | | | |
CACI International, Inc., Cl. A | | | | 144,464 | b | 42,801,794 | |
Clarivate PLC | | | | 1,310,629 | a,b | 12,306,806 | |
CoStar Group, Inc. | | | | 825,586 | b | 56,841,596 | |
FTI Consulting, Inc. | | | | 148,528 | b | 29,312,001 | |
| | | | 141,262,197 | |
Consumer Discretionary Distrib - 1.9% | | | | | |
Burlington Stores, Inc. | | | | 118,752 | b | 23,999,779 | |
Chewy, Inc., Cl. A | | | | 645,186 | a,b | 24,117,053 | |
| | | | 48,116,832 | |
Consumer Discretionary Distribution - 4.4% | | | | | |
Farfetch Ltd., Cl. A | | | | 4,155,979 | a,b | 20,405,857 | |
National Vision Holdings, Inc. | | | | 806,073 | a,b | 15,186,415 | |
Ollie's Bargain Outlet Holdings, Inc. | | | | 1,141,308 | b | 66,127,386 | |
RH | | | | 40,990 | b | 9,983,115 | |
| | | | 111,702,773 | |
Consumer Durables & Apparel - 3.2% | | | | | |
Lululemon Athletica, Inc. | | | | 119,455 | b | 43,504,316 | |
Peloton Interactive, Inc., Cl. A | | | | 3,253,994 | b | 36,900,292 | |
| | | | 80,404,608 | |
Consumer Services - 5.5% | | | | | |
European Wax Center, Inc., Cl. A | | | | 551,412 | a,b | 10,476,828 | |
Expedia Group, Inc. | | | | 468,882 | b | 45,495,620 | |
Planet Fitness, Inc., Cl. A | | | | 1,054,455 | b | 81,899,520 | |
| | | | 137,871,968 | |
Consumer Staples Distribution - 1.9% | | | | | |
Grocery Outlet Holding Corp. | | | | 1,713,804 | b | 48,432,101 | |
Energy - 5.5% | | | | | |
Cactus, Inc., Cl. A | | | | 1,123,189 | | 46,309,082 | |
EQT Corp. | | | | 1,946,145 | | 62,101,487 | |
PBF Energy, Inc., Cl. A | | | | 716,517 | | 31,068,177 | |
| | | | 139,478,746 | |
6
| | | | | | | |
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Description | | | | Shares | | Value ($) | |
Common Stocks - 94.9% (continued) | | | | | |
Financial Services - 6.4% | | | | | |
Ares Management Corp., Cl. A | | | | 315,180 | | 26,298,619 | |
AvidXchange Holdings, Inc. | | | | 1,166,959 | b | 9,102,280 | |
Block, Inc. | | | | 429,514 | b | 29,486,136 | |
Euronet Worldwide, Inc. | | | | 370,328 | b | 41,439,703 | |
Morningstar, Inc. | | | | 140,997 | | 28,626,621 | |
Tradeweb Markets, Inc., Cl. A | | | | 320,736 | | 25,344,559 | |
| | | | 160,297,918 | |
Food, Beverage & Tobacco - 1.8% | | | | | |
Freshpet, Inc. | | | | 696,655 | a,b | 46,111,594 | |
Health Care Equipment & Services - 10.9% | | | | | |
Align Technology, Inc. | | | | 212,847 | b | 71,120,697 | |
DexCom, Inc. | | | | 675,655 | b | 78,497,598 | |
Inspire Medical Systems, Inc. | | | | 93,835 | b | 21,963,958 | |
Insulet Corp. | | | | 63,142 | b | 20,139,772 | |
iRhythm Technologies, Inc. | | | | 132,716 | b | 16,460,765 | |
Outset Medical, Inc. | | | | 456,020 | a,b | 8,390,768 | |
Privia Health Group, Inc. | | | | 1,575,557 | b | 43,501,129 | |
R1 RCM, Inc. | | | | 964,900 | a,b | 14,473,500 | |
| | | | 274,548,187 | |
Materials - 2.9% | | | | | |
Alcoa Corp. | | | | 546,233 | | 23,247,676 | |
CF Industries Holdings, Inc. | | | | 307,842 | | 22,315,467 | |
Constellium SE | | | | 1,758,704 | a,b | 26,872,997 | |
| | | | 72,436,140 | |
Media & Entertainment - 2.9% | | | | | |
Liberty Media Corp-Liberty Formula One, Cl. C | | | | 673,190 | b | 50,374,808 | |
Live Nation Entertainment, Inc. | | | | 337,266 | b | 23,608,620 | |
| | | | 73,983,428 | |
Pharmaceuticals Biotechnology & Life Sciences - 18.0% | | | | | |
10X Genomics, Inc., CI. A | | | | 302,205 | b | 16,860,017 | |
Ascendis Pharma A/S, ADR | | | | 180,382 | a,b | 19,340,558 | |
Beam Therapeutics, Inc. | | | | 142,615 | a,b | 4,366,871 | |
BioMarin Pharmaceutical, Inc. | | | | 216,300 | b | 21,033,012 | |
Bio-Techne Corp. | | | | 452,398 | | 33,563,408 | |
Cytokinetics, Inc. | | | | 270,413 | a,b | 9,515,833 | |
Denali Therapeutics, Inc. | | | | 635,117 | b | 14,633,096 | |
Horizon Therapeutics PLC | | | | 679,209 | b | 74,128,870 | |
Insmed, Inc. | | | | 869,430 | b | 14,823,782 | |
Karuna Therapeutics, Inc. | | | | 59,063 | a,b | 10,728,203 | |
Kymera Therapeutics, Inc. | | | | 546,920 | b | 16,205,240 | |
Neurocrine Biosciences, Inc. | | | | 344,234 | b | 34,843,366 | |
PTC Therapeutics, Inc. | | | | 453,651 | b | 21,974,854 | |
7
STATEMENT OF INVESTMENTS (Unaudited) (continued)
| | | | | | | |
|
Description | | | | Shares | | Value ($) | |
Common Stocks - 94.9% (continued) | | | | | |
Pharmaceuticals Biotechnology & Life Sciences - 18.0% (continued) | | | | | |
Repligen Corp. | | | | 246,732 | b | 41,539,800 | |
Sarepta Therapeutics, Inc. | | | | 737,279 | b | 101,619,165 | |
Twist Bioscience Corp. | | | | 372,329 | a,b | 5,614,721 | |
Ultragenyx Pharmaceutical, Inc. | | | | 282,940 | b | 11,345,894 | |
| | | | 452,136,690 | |
Semiconductors & Semiconductor Equipment - 2.2% | | | | | |
Power Integrations, Inc. | | | | 460,771 | | 38,999,657 | |
Semtech Corp. | | | | 721,558 | b | 17,418,410 | |
| | | | 56,418,067 | |
Software & Services - 10.9% | | | | | |
Bill Holdings, Inc. | | | | 294,627 | b | 23,906,035 | |
DigitalOcean Holdings, Inc. | | | | 562,244 | a,b | 22,023,097 | |
DoubleVerify Holdings, Inc. | | | | 691,614 | a,b | 20,852,162 | |
Everbridge, Inc. | | | | 360,519 | b | 12,499,194 | |
HubSpot, Inc. | | | | 167,121 | b | 71,653,129 | |
nCino, Inc. | | | | 311,050 | a,b | 7,707,819 | |
Shopify, Inc., Cl. A | | | | 765,849 | b | 36,714,801 | |
Splunk, Inc. | | | | 230,294 | b | 22,080,589 | |
Twilio, Inc., Cl. A | | | | 850,485 | b | 56,667,816 | |
| | | | 274,104,642 | |
Technology Hardware & Equipment - 3.0% | | | | | |
Calix, Inc. | | | | 412,234 | b | 22,091,620 | |
Lumentum Holdings, Inc. | | | | 399,111 | b | 21,555,985 | |
nLight, Inc. | | | | 587,146 | b | 5,977,146 | |
Trimble, Inc. | | | | 245,586 | b | 12,873,618 | |
Zebra Technologies Corp., Cl. A | | | | 36,926 | b | 11,742,468 | |
| | | | 74,240,837 | |
Telecommunication Services - .3% | | | | | |
Bandwidth Inc., Cl. A | | | | 432,614 | b | 6,575,733 | |
Total Common Stocks (cost $1,944,175,276) | | | | 2,389,990,078 | |
| | | | | | | |
Private Equity - .7% | | | | | |
Diversified Financials - .1% | | | | | |
Fundbox | | | | 702,664 | b,c | 3,450,080 | |
Pharmaceuticals Biotechnology & Life Sciences - .2% | | | | | |
Aspen Neuroscience | | | | 1,963,167 | b,c | 3,455,174 | |
Real Estate - .2% | | | | | |
Roofstock | | | | 346,123 | b,c | 5,631,421 | |
Software & Services - .2% | | | | | |
Locus Robotics | | | | 101,086 | b,c | 5,152,353 | |
Total Private Equity (cost $30,174,132) | | | | 17,689,028 | |
8
| | | | | | | |
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Description | | | | Number of Rights | | Value ($) | |
Rights - .0% | | | | | |
Health Care Equipment & Services - .0% | | | | | |
Abiomed, Inc. expiring 12/31/2023 (cost $0) | | | | 160,644 | c | 163,857 | |
| | 1-Day Yield (%) | | Shares | | | |
Investment Companies - 4.5% | | | | | |
Registered Investment Companies - 4.5% | | | | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares (cost $114,636,047) | | 4.89 | | 114,636,047 | d | 114,636,047 | |
| | | | | | | |
Investment of Cash Collateral for Securities Loaned - 1.4% | | | | | |
Registered Investment Companies - 1.4% | | | | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares (cost $35,005,352) | | 4.89 | | 35,005,352 | d | 35,005,352 | |
Total Investments (cost $2,123,990,807) | | 101.5% | | 2,557,484,362 | |
Liabilities, Less Cash and Receivables | | (1.5%) | | (38,461,867) | |
Net Assets | | 100.0% | | 2,519,022,495 | |
ADR—American Depository Receipt
a Security, or portion thereof, on loan. At March 31, 2023, the value of the fund’s securities on loan was $136,967,113 and the value of the collateral was $137,147,145, consisting of cash collateral of $35,005,352 and U.S. Government & Agency securities valued at $102,141,793. In addition, the value of collateral may include pending sales that are also on loan.
b Non-income producing security.
c The fund held Level 3 securities at March 31, 2023. These securities were valued at $17,852,885 or ..7% of net assets.
d Investment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.
| |
Portfolio Summary (Unaudited) † | Value (%) |
Health Care | 29.0 |
Information Technology | 16.3 |
Consumer Discretionary | 15.0 |
Industrials | 13.2 |
Financials | 6.5 |
Investment Companies | 5.9 |
Energy | 5.5 |
Consumer Staples | 3.8 |
Communication Services | 3.2 |
Materials | 2.9 |
Real Estate | .2 |
| 101.5 |
† Based on net assets.
See notes to financial statements.
9
STATEMENT OF INVESTMENTS (Unaudited) (continued)
| | | | | | |
Affiliated Issuers | | | |
Description | Value ($) 9/30/2022 | Purchases ($)† | Sales ($) | Value ($) 3/31/2023 | Dividends/ Distributions ($) | |
Registered Investment Companies - 4.5% | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 4.5% | 113,031,822 | 435,389,396 | (433,785,171) | 114,636,047 | 2,741,773 | |
Investment of Cash Collateral for Securities Loaned - 1.4% | | |
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - 1.4% | 29,348,163 | 283,086,440 | (277,429,251) | 35,005,352 | 172,642 | †† |
Total - 5.9% | 142,379,985 | 718,475,836 | (711,214,422) | 149,641,399 | 2,914,415 | |
† Includes reinvested dividends/distributions.
†† Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.
See notes to financial statements.
10
STATEMENT OF ASSETS AND LIABILITIES
March 31, 2023 (Unaudited)
| | | | | | |
| | | | | | |
| | | Cost | | Value | |
Assets ($): | | | | |
Investments in securities—See Statement of Investments (including securities on loan, valued at $136,967,113)—Note 1(b): | | | |
Unaffiliated issuers | 1,974,349,408 | | 2,407,842,963 | |
Affiliated issuers | | 149,641,399 | | 149,641,399 | |
Receivable for shares of Beneficial Interest subscribed | | 2,620,245 | |
Dividends and securities lending income receivable | | 646,597 | |
Prepaid expenses | | | | | 87,589 | |
| | | | | 2,560,838,793 | |
Liabilities ($): | | | | |
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(c) | | 1,635,465 | |
Cash overdraft due to Custodian | | | | | 766 | |
Liability for securities on loan—Note 1(b) | | 35,005,352 | |
Payable for shares of Beneficial Interest redeemed | | 4,706,366 | |
Trustees’ fees and expenses payable | | 16,594 | |
Other accrued expenses | | | | | 451,755 | |
| | | | | 41,816,298 | |
Net Assets ($) | | | 2,519,022,495 | |
Composition of Net Assets ($): | | | | |
Paid-in capital | | | | | 2,422,842,079 | |
Total distributable earnings (loss) | | | | | 96,180,416 | |
Net Assets ($) | | | 2,519,022,495 | |
| | | | | | |
Net Asset Value Per Share | Class A | Class C | Class I | Class Y | Class Z | |
Net Assets ($) | 427,708,312 | 48,731,963 | 1,601,470,185 | 327,730,047 | 113,381,988 | |
Shares Outstanding | 18,774,096 | 2,604,974 | 66,474,955 | 13,444,202 | 4,725,145 | |
Net Asset Value Per Share ($) | 22.78 | 18.71 | 24.09 | 24.38 | 24.00 | |
| | | | | | |
See notes to financial statements. | | | | | | |
11
STATEMENT OF OPERATIONS
Six Months Ended March 31, 2023 (Unaudited)
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Investment Income ($): | | | | |
Income: | | | | |
Cash dividends: | |
Unaffiliated issuers | | | 4,355,999 | |
Affiliated issuers | | | 2,741,773 | |
Income from securities lending—Note 1(b) | | | 172,642 | |
Interest | | | 18,583 | |
Total Income | | | 7,288,997 | |
Expenses: | | | | |
Management fee—Note 3(a) | | | 7,662,583 | |
Shareholder servicing costs—Note 3(c) | | | 1,893,602 | |
Distribution fees—Note 3(b) | | | 275,835 | |
Trustees’ fees and expenses—Note 3(d) | | | 162,784 | |
Administration fee—Note 3(a) | | | 123,860 | |
Prospectus and shareholders’ reports | | | 71,560 | |
Professional fees | | | 61,061 | |
Registration fees | | | 58,618 | |
Custodian fees—Note 3(c) | | | 40,601 | |
Loan commitment fees—Note 2 | | | 26,874 | |
Chief Compliance Officer fees—Note 3(c) | | | 8,540 | |
Miscellaneous | | | 39,799 | |
Total Expenses | | | 10,425,717 | |
Less—reduction in expenses due to undertaking—Note 3(a) | | | (33,595) | |
Less—reduction in fees due to earnings credits—Note 3(c) | | | (43,584) | |
Net Expenses | | | 10,348,538 | |
Net Investment (Loss) | | | (3,059,541) | |
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): | | |
Net realized gain (loss) on investments | 53,817,957 | |
Net change in unrealized appreciation (depreciation) on investments | 253,684,804 | |
Net Realized and Unrealized Gain (Loss) on Investments | | | 307,502,761 | |
Net Increase in Net Assets Resulting from Operations | | 304,443,220 | |
| | | | | | |
See notes to financial statements. | | | | | |
12
STATEMENT OF CHANGES IN NET ASSETS
| | | | | | | | | |
| | | | | | | | | |
| | | | Six Months Ended March 31, 2023 (Unaudited) | | Year Ended September 30, 2022 | |
Operations ($): | | | | | | | | |
Net investment (loss) | | | (3,059,541) | | | | (18,845,482) | |
Net realized gain (loss) on investments | | 53,817,957 | | | | (348,460,980) | |
Net change in unrealized appreciation (depreciation) on investments | | 253,684,804 | | | | (1,495,043,696) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | 304,443,220 | | | | (1,862,350,158) | |
Distributions ($): | |
Distributions to shareholders: | | | | | | | | |
Class A | | | - | | | | (66,701,601) | |
Class C | | | - | | | | (10,555,443) | |
Class I | | | - | | | | (281,059,137) | |
Class Y | | | - | | | | (38,142,812) | |
Class Z | | | - | | | | (14,422,353) | |
Total Distributions | | | - | | | | (410,881,346) | |
Beneficial Interest Transactions ($): | |
Net proceeds from shares sold: | | | | | | | | |
Class A | | | 13,565,695 | | | | 59,475,563 | |
Class C | | | 1,155,528 | | | | 9,741,564 | |
Class I | | | 126,399,372 | | | | 674,409,304 | |
Class Y | | | 39,241,150 | | | | 94,992,886 | |
Class Z | | | 3,433,508 | | | | 721,589 | |
Net assets received in connection with reorganization—Note 1 | | - | | | | 113,107,090 | |
Distributions reinvested: | | | | | | | | |
Class A | | | - | | | | 62,386,021 | |
Class C | | | - | | | | 9,884,456 | |
Class I | | | - | | | | 264,100,615 | |
Class Y | | | - | | | | 37,345,676 | |
Class Z | | | - | | | | 13,528,418 | |
Cost of shares redeemed: | | | | | | | | |
Class A | | | (51,485,070) | | | | (148,529,510) | |
Class C | | | (8,705,138) | | | | (26,954,679) | |
Class I | | | (353,073,263) | | | | (1,337,811,505) | |
Class Y | | | (23,251,678) | | | | (102,414,124) | |
Class Z | | | (5,201,628) | | | | (9,864,846) | |
Increase (Decrease) in Net Assets from Beneficial Interest Transactions | (257,921,524) | | | | (285,881,482) | |
Total Increase (Decrease) in Net Assets | 46,521,696 | | | | (2,559,112,986) | |
Net Assets ($): | |
Beginning of Period | | | 2,472,500,799 | | | | 5,031,613,785 | |
End of Period | | | 2,519,022,495 | | | | 2,472,500,799 | |
13
STATEMENT OF CHANGES IN NET ASSETS (continued)
| | | | | | | | | |
| | | | | | | | | |
| | | | Six Months Ended March 31, 2023 (Unaudited) | | Year Ended September 30, 2022 | |
Capital Share Transactions (Shares): | |
Class Aa,b | | | | | | | | |
Shares sold | | | 610,792 | | | | 2,113,534 | |
Shares issued in connection with reorganization—Note 1 | - | | | | 2,023,060 | |
Shares issued for distributions reinvested | | | - | | | | 1,997,631 | |
Shares redeemed | | | (2,322,562) | | | | (5,294,965) | |
Net Increase (Decrease) in Shares Outstanding | (1,711,770) | | | | 839,260 | |
Class Ca,b | | | | | | | | |
Shares sold | | | 63,126 | | | | 401,338 | |
Shares issued in connection with reorganization—Note 1 | - | | | | 63,184 | |
Shares issued for distributions reinvested | | | - | | | | 381,051 | |
Shares redeemed | | | (476,907) | | | | (1,186,350) | |
Net Increase (Decrease) in Shares Outstanding | (413,781) | | | | (340,777) | |
Class Ib | | | | | | | | |
Shares sold | | | 5,384,364 | | | | 23,092,234 | |
Shares issued in connection with reorganization—Note 1 | - | | | | 717,757 | |
Shares issued for distributions reinvested | | | - | | | | 8,017,627 | |
Shares redeemed | | | (15,138,792) | | | | (46,459,160) | |
Net Increase (Decrease) in Shares Outstanding | (9,754,428) | | | | (14,631,542) | |
Class Y | | | | | | | | |
Shares sold | | | 1,676,239 | | | | 3,101,948 | |
Shares issued in connection with reorganization—Note 1 | - | | | | 5,324 | |
Shares issued for distributions reinvested | | | - | | | | 1,121,829 | |
Shares redeemed | | | (972,352) | | | | (3,505,936) | |
Net Increase (Decrease) in Shares Outstanding | 703,887 | | | | 723,165 | |
Class Z | | | | | | | | |
Shares sold | | | 139,268 | | | | 23,792 | |
Shares issued for distributions reinvested | | | - | | | | 411,949 | |
Shares redeemed | | | (223,644) | | | | (322,223) | |
Net Increase (Decrease) in Shares Outstanding | (84,376) | | | | 113,518 | |
| | | | | | | | | |
a | During the period ended March 31, 2023, 601 Class C shares representing $10,735 were automatically converted to 495 Class A shares and during the period ended September 30, 2022, 3,695 Class C shares representing $91,783 were automatically converted to 3,066 Class A shares. | |
b | During the period ended March 31, 2023, 5,811 Class A shares representing $120,230 were exchanged for 5,501 Class I shares and 2,835 Class C shares representing $48,442 were exchanged for 2,211 Class I shares. During the period ended September 30, 2022, 2,852 Class A shares representing $66,381 were exchanged for 2,702 Class I shares and 2,640 Class C shares representing $48,554 were exchanged for 2,063 Class I shares. | |
See notes to financial statements. | | | | | | | | |
14
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.
| | | | | | | |
| |
| Six Months Ended | |
| March 31, 2023 | Year Ended September 30, |
Class A Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 20.24 | 37.14 | 32.98 | 21.08 | 24.00 | 19.87 |
Investment Operations: | | | | | | |
Net investment (loss)a | (.05) | (.18) | (.29) | (.17) | (.12) | (.11) |
Net realized and unrealized gain (loss) on investments | 2.59 | (13.59) | 7.54 | 12.07 | (1.23) | 6.05 |
Total from Investment Operations | 2.54 | (13.77) | 7.25 | 11.90 | (1.35) | 5.94 |
Distributions: | | | | | | |
Dividends from net realized gain on investments | - | (3.13) | (3.09) | - | (1.57) | (1.81) |
Net asset value, end of period | 22.78 | 20.24 | 37.14 | 32.98 | 21.08 | 24.00 |
Total Return (%)b | 12.55c | (40.04) | 22.59 | 56.50 | (5.17) | 32.33 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | 1.00d | .98 | .95 | .96 | .98 | 1.00 |
Ratio of net expenses to average net assets | .98d | .93 | .95 | .96 | .98 | 1.00 |
Ratio of net investment (loss) to average net assets | (.41)d | (.65) | (.77) | (.65) | (.58) | (.53) |
Portfolio Turnover Rate | 15.15c | 28.58 | 37.29 | 55.49 | 49.35 | 56.70 |
Net Assets, end of period ($ x 1,000) | 427,708 | 414,597 | 729,672 | 521,990 | 328,595 | 339,848 |
a Based on average shares outstanding.
b Exclusive of sales charge.
c Not annualized.
d Annualized.
See notes to financial statements.
15
FINANCIAL HIGHLIGHTS (continued)
| | | | | | | |
| |
| Six Months Ended | |
| March 31, 2023 | Year Ended September 30, |
Class C Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 16.69 | 31.46 | 28.55 | 18.39 | 21.31 | 17.96 |
Investment Operations: | | | | | | |
Net investment (loss)a | (.11) | (.35) | (.49) | (.32) | (.25) | (.24) |
Net realized and unrealized gain (loss) on investments | 2.13 | (11.29) | 6.49 | 10.48 | (1.10) | 5.40 |
Total from Investment Operations | 2.02 | (11.64) | 6.00 | 10.16 | (1.35) | 5.16 |
Distributions: | | | | | | |
Dividends from net realized gain on investments | - | (3.13) | (3.09) | - | (1.57) | (1.81) |
Net asset value, end of period | 18.71 | 16.69 | 31.46 | 28.55 | 18.39 | 21.31 |
Total Return (%)b | 12.10c | (40.55) | 21.68 | 55.25 | (5.88) | 31.34 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | 1.82d | 1.77 | 1.72 | 1.73 | 1.74 | 1.73 |
Ratio of net expenses to average net assets | 1.81d | 1.77 | 1.72 | 1.73 | 1.74 | 1.73 |
Ratio of net investment (loss) to average net assets | (1.24)d | (1.50) | (1.54) | (1.42) | (1.34) | (1.27) |
Portfolio Turnover Rate | 15.15c | 28.58 | 37.29 | 55.49 | 49.35 | 56.70 |
Net Assets, end of period ($ x 1,000) | 48,732 | 50,375 | 105,686 | 85,398 | 58,574 | 62,107 |
a Based on average shares outstanding.
b Exclusive of sales charge.
c Not annualized.
d Annualized.
See notes to financial statements.
16
| | | | | | | |
| |
| Six Months Ended | |
| March 31, 2023 | Year Ended September 30, |
Class I Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 21.38 | 38.97 | 34.40 | 21.94 | 24.85 | 20.46 |
Investment Operations: | | | | | | |
Net investment (loss)a | (.02) | (.14) | (.20) | (.12) | (.08) | (.07) |
Net realized and unrealized gain (loss) on investments | 2.73 | (14.32) | 7.86 | 12.58 | (1.26) | 6.27 |
Total from Investment Operations | 2.71 | (14.46) | 7.66 | 12.46 | (1.34) | 6.20 |
Distributions: | | | | | | |
Dividends from net realized gain on investments | - | (3.13) | (3.09) | - | (1.57) | (1.81) |
Net asset value, end of period | 24.09 | 21.38 | 38.97 | 34.40 | 21.94 | 24.85 |
Total Return (%) | 12.68b | (39.92) | 22.90 | 56.79 | (4.95) | 32.69 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | .77c | .74 | .70 | .73 | .74 | .74 |
Ratio of net expenses to average net assets | .76c | .74 | .70 | .73 | .74 | .74 |
Ratio of net investment (loss) to average net assets | (.19)c | (.46) | (.52) | (.42) | (.35) | (.29) |
Portfolio Turnover Rate | 15.15b | 28.58 | 37.29 | 55.49 | 49.35 | 56.70 |
Net Assets, end of period ($ x 1,000) | 1,601,470 | 1,629,646 | 3,541,043 | 2,461,228 | 1,294,518 | 1,207,703 |
a Based on average shares outstanding.
b Not annualized.
c Annualized.
See notes to financial statements.
17
FINANCIAL HIGHLIGHTS (continued)
| | | | | | | | |
| |
| Six Months Ended | | |
| March 31, 2023 | Year Ended September 30, |
Class Y Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018 |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 21.62 | 39.34 | 34.67 | 22.09 | 24.99 | 20.55 |
Investment Operations: | | | | | | |
Net investment (loss)a | (.01) | (.11) | (.18) | (.09) | (.06) | (.03) |
Net realized and unrealized gain (loss) on investments | 2.77 | (14.48) | 7.94 | 12.67 | (1.27) | 6.28 |
Total from Investment Operations | 2.76 | (14.59) | 7.76 | 12.58 | (1.33) | 6.25 |
Distributions: | | | | | | |
Dividends from net realized gain on investments | - | (3.13) | (3.09) | - | (1.57) | (1.81) |
Net asset value, end of period | 24.38 | 21.62 | 39.34 | 34.67 | 22.09 | 24.99 |
Total Return (%) | 12.77b | (39.88) | 22.98 | 56.99 | (4.87) | 32.79 |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | .65c | .64 | .63 | .64 | .64 | .65 |
Ratio of net expenses to average net assets | .65c | .64 | .63 | .64 | .64 | .65 |
Ratio of net investment (loss) to average net assets | (.08)c | (.36) | (.45) | (.33) | (.25) | (.16) |
Portfolio Turnover Rate | 15.15b | 28.58 | 37.29 | 55.49 | 49.35 | 56.70 |
Net Assets, end of period ($ x 1,000) | 327,730 | 275,433 | 472,711 | 330,796 | 213,183 | 221,008 |
a Based on average shares outstanding.
b Not annualized.
c Annualized.
See notes to financial statements.
18
| | | | | | | | |
| |
| Six Months Ended | | |
| March 31, 2023 | Year Ended September 30, |
Class Z Shares | (Unaudited) | 2022 | 2021 | 2020 | 2019 | 2018a |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | 21.30 | 38.86 | 34.33 | 21.92 | 24.83 | 20.86 |
Investment Operations: | | | | | | |
Net investment (loss)b | (.03) | (.15) | (.23) | (.14) | (.08) | (.07) |
Net realized and unrealized gain (loss) on investments | 2.73 | (14.28) | 7.85 | 12.55 | (1.26) | 4.04 |
Total from Investment Operations | 2.70 | (14.43) | 7.62 | 12.41 | (1.34) | 3.97 |
Distributions: | | | | | | |
Dividends from net realized gain on investments | - | (3.13) | (3.09) | - | (1.57) | - |
Net asset value, end of period | 24.00 | 21.30 | 38.86 | 34.33 | 21.92 | 24.83 |
Total Return (%) | 12.68c | (39.96) | 22.79 | 56.66 | (4.95) | 19.03c |
Ratios/Supplemental Data (%): | | | | | | |
Ratio of total expenses to average net assets | .84d | .79 | .77 | .84 | .76 | .84d |
Ratio of net expenses to average net assets | .84d | .79 | .77 | .84 | .76 | .84d |
Ratio of net investment (loss) to average net assets | (.27)d | (.52) | (.59) | (.52) | (.36) | (.42)d |
Portfolio Turnover Rate | 15.15c | 28.58 | 37.29 | 55.49 | 49.35 | 56.70 |
Net Assets, end of period ($ x 1,000) | 113,382 | 102,449 | 182,502 | 158,335 | 108,725 | 123,486 |
a From January 19, 2018, (commencement of initial offering) to September 30, 2018.
b Based on average shares outstanding.
c Not annualized.
d Annualized.
See notes to financial statements.
19
NOTES TO FINANCIAL STATEMENTS (Unaudited)
NOTE 1—Significant Accounting Policies:
BNY Mellon Small/Mid Cap Growth Fund (the “fund”) is a separate diversified series of BNY Mellon Investment Funds I (the “Trust”), 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 six series, including the fund. The fund’s investment objective is to seek long-term growth of capital. 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. Newton Investment Management North America, LLC (the “Sub-Adviser”), is an indirect a wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, serves as the fund’s sub-adviser.
Effective March 31, 2023, the Sub-Adviser, entered into a sub-sub-investment advisory agreement with its affiliate, Newton Investment Management Limited (NIM), to enable NIM to provide certain advisory services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services. NIM is subject to the supervision of the Sub-Adviser and the Adviser. NIM is also an affiliate of the Adviser. NIM, located at 160 Queen Victoria Street, London, EC4V 4LA, England.
As of the close of business on November 8, 2021, pursuant to an Agreement and Plan of Reorganization (“Reorganization”) previously approved by the Trust’s Board of Trustees (the “Board”) and the BNY Mellon Advantage Funds, Inc.’s Board of Directors, all of the assets, subject to the liabilities, of BNY Mellon Structured Midcap Fund, a series of BNY Mellon Advantage Funds, Inc., Class A, Class C, Class I and Class Y shares were transferred to the fund in a tax free exchange at cost basis for Class A, Class C, Class I and Class Y shares of Beneficial Interest of equal value. The purpose of the transaction was to combine two funds with comparable investment objectives and strategies. Shareholders of BNY Mellon Structured Midcap Fund’s Class A, Class C, Class I and Class Y shares received Class A, Class C, Class I and Class Y shares of the fund, respectively, in an amount equal to the aggregate net asset value of their investment in BNY Mellon Structured Midcap Fund’s Class A, Class C Class I and Class Y shares at the time of the exchange. The net asset value of the fund’s shares on the close of business on November 8, 2021, after the reorganization was $39.89 for Class A, $33.76 for Class C, $41.87 for Class I and $42.26 for Class Y, and a total of 2,,023,060 Class A, 63,184 Class C, 717,757 Class I and 5,324 Class Y shares were issued to
20
shareholders of BNY Mellon Structured Midcap Fund’s Class A, Class C, Class I and Class Y shares, respectively in the exchange.
BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. 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: Class A, Class C, Class I, Class Y and Class Z. Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including BNY Mellon and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to 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 Trust 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 SEC under 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
21
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
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 Trust enters 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.
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:
The Board has designated the Adviser as the fund’s valuation designee to make all fair value determinations with respect to the fund’s portfolio
22
investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.
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 ADRs 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, 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 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 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.
Investment in private equity securities will be fair valued by the Board in accordance with valuation procedures approved by the Board. Those portfolio valuations will be based on unobservable inputs and certain
23
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
assumptions about how market participants would price the instrument. The fund expects that inputs into the determination of fair value of those investments will require significant management judgment or estimation. Because valuations may fluctuate over short periods of time and may be based on estimates, fair value determinations may differ materially from the value received in an actual transaction. Additionally, valuations of private companies are inherently uncertain. The fund’s net asset value could be adversely affected if the fund’s determinations regarding the fair value of those investments were materially higher or lower than the values that it ultimately realized upon the disposal of such investments. These securities are categorized within Level 3 of the fair value hierarchy.
The following is a summary of the inputs used as of March 31, 2023 in valuing the fund’s investments:
| | | | | | |
| Level 1-Unadjusted Quoted Prices | Level 2- Other Significant Observable Inputs | | Level 3-Significant Unobservable Inputs | Total | |
Assets ($) | | |
Investments in Securities:† | | |
Equity Securities - Common Stocks | 2,389,990,078 | - | | - | 2,389,990,078 | |
Equity Securities - Private Equity | - | - | | 17,689,028 | 17,689,028 | |
Investment Companies | 149,641,399 | - | | - | 149,641,399 | |
Rights | - | - | | 163,857 | 163,857 | |
† See Statement of Investments for additional detailed categorizations, if any.
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
| |
Equity Securities- Private Equity & Rights ($) |
Balance as of 9/30/2022† | 13,656,470 |
Purchases/Issuances | 4,346,516 |
Sales/Dispositions | - |
Net realized gain (loss) | - |
Change in unrealized appreciation (depreciation) | (150,101) |
Transfers into Level 3 | - |
Transfers out of Level 3 | - |
Balances as of 3/31/2023† | 17,852,885 |
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| |
Equity Securities- Private Equity & Rights ($) |
The amount of total net realized gains (loss) for the period included in earnings attributable to the net change in unrealized appreciation (depreciation) relating to investments still held at 3/31/2023 | (150,101) |
† Securities deemed as Level 3 due to the lack of observable inputs by management assessment.
The following table summarizes the significant unobservable inputs the fund used to value its investment categorized within Level 3 as of March 31, 2023. In addition to the techniques and inputs noted in the table below, according to the fund’s valuation policy, other valuation techniques and methodologies when determining the fund’s fair value measurements may be used. The below table is not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they are to the fund’s determination of fair values.
| | | | | |
Asset Category- Issuer Name | Value ($) | Valuation Techniques/ Methodologies | Unobservable Inputs | Range |
Low | High |
Private Equity: | | | | | |
Fundbox | 3,450,080 | Public Comparables/ Enterprise Value | Enterprise Value as Multiple of Revenue | 0.9x | 6.3x |
Aspen Neuroscience | 3,455,174 | Benchmark to Public Peers | Return of Public Peers Group | -13.0% | 0.3% |
Roofstock | 5,631,421 | Public Comparables/ Enterprise Value | Enterprise Value as Multiple of Revenue | 0.2x | 11.3x |
Locus Robotics | 5,152,353 | Public Comparables/ Enterprise Value | Enterprise Value as Multiple of Revenue | 1.5x | 22.6x |
(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 BNY Mellon, 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
25
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
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, BNY 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 March 31, 2023, BNY Mellon earned $23,537 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.
(c) Affiliated issuers: Investments in other investment companies advised by the Adviser are considered “affiliated” under the Act.
(d) Market Risk: The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. The value of a security may also decline due to general market conditions that are not specifically related to a particular company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, changes to inflation, adverse changes to credit markets or adverse investor sentiment generally. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed-income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff.
(e) Dividends and distributions to shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from net
26
investment income 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.
(f) 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 March 31, 2023, 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 March 31, 2023, the fund did not incur any interest or penalties.
Each tax year in the three-year period ended September 30, 2022 remains subject to examination by the Internal Revenue Service and state taxing authorities.
The tax character of distributions paid to shareholders during the fiscal year ended September 30, 2022 was as follows: ordinary income $92,162,605 and long-term capital gains $318,718,741. The tax character of current year distributions will be determined at the end of the current fiscal year.
NOTE 2—Bank Lines of Credit:
The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY 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 $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 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
27
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
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. During the period ended March 31, 2023, the fund did not borrow under the Facilities.
NOTE 3—Management Fee, Sub-Advisory Fee, Administration Fee and Other Transactions with Affiliates:
(a) Pursuant to an investment advisory agreement with the Adviser, the management fee is computed at the annual rate of .60% of the value of the fund’s average daily net assets and is payable monthly.
The Adviser had contractually agreed, from November 5, 2021 through November 8, 2022 (one year after the Reorganization was consummated), to waive receipt of its fees and/or assume the direct expenses of the fund so that the direct expenses of the fund’s Class A shares (excluding taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) did not exceed .93% of the value of the fund’s Class A shares average daily net assets. The reduction in expenses, pursuant to the undertaking, amounted to $33,595 during the period ended March 31, 2023.
Pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Sub-Adviser serves as the fund’s sub-adviser responsible for the day-to-day management of the fund’s portfolio. The Adviser pays the Sub-Adviser a monthly fee at an annual percentage of the value of the fund’s average daily net assets. The Adviser has obtained an exemptive order from the SEC (the “Order”), upon which the fund may rely, to use a manager of managers approach that permits the Adviser, subject to certain conditions and approval by the Board, to enter into and materially amend sub-investment advisory agreements with one or more sub-advisers who are either unaffiliated with the Adviser or are wholly-owned subsidiaries (as defined under the Act) of the Adviser’s ultimate parent company, BNY Mellon, without obtaining shareholder approval. The Order also allows the fund to disclose the sub-advisory fee paid by the Adviser to any unaffiliated sub-adviser in the aggregate with other unaffiliated sub-advisers in documents filed with the SEC and provided to shareholders. In addition, pursuant to the Order, it is not necessary to disclose the sub-advisory fee payable by the Adviser separately to a sub-adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to the Adviser. The Adviser has ultimate responsibility (subject to oversight by the Board) to supervise any sub-adviser and recommend the hiring, termination, and replacement of any sub-adviser to the Board.
28
The fund has a Fund Accounting and Administrative Services Agreement (the “Administration Agreement”) with the Adviser, whereby the Adviser performs administrative, accounting and recordkeeping services for the fund. The fund has agreed to compensate the Adviser for providing accounting and recordkeeping services, administration, compliance monitoring, regulatory and shareholder reporting, as well as related facilities, equipment and clerical help. The fee is based on the fund’s average daily net assets and computed at the following annual rates: .06% of the first $500 million, .04% of the next $500 million and .02% in excess of $1 billion.
In addition, after applying any expense limitations or fee waivers that reduce the fees paid to the Adviser for this service, the Adviser has contractually agreed in writing to waive any remaining fees for this service to the extent that they exceed both the Adviser’s costs in providing these services and a reasonable allocation of the costs incurred by the Adviser and its affiliates related to the support and oversight of these services. The fund also reimburses the Adviser for the out-of-pocket expenses incurred in performing this service for the fund. Pursuant to the Administration Agreement, the fund was charged $123,860 during the period ended March 31, 2023.
During the period ended March 31, 2023, the Distributor retained $5,872 from commissions earned on sales of the fund’s Class A shares and $2,632 from CDSC fees on redemptions of the fund’s Class C shares.
(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended March 31, 2023, Class C shares were charged $190,737 pursuant to the Distribution Plan.
Under the Service Plan adopted pursuant to Rule 12b-1 under the Act, Class Z shares reimburse the Distributor for distributing its shares and servicing shareholder accounts at an amount not to exceed an annual rate of up to .25% of the value of the average daily net assets of Class Z shares. During the period ended March 31, 2023, Class Z shares were charged $85,098 pursuant to the Service Plan.
(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may
29
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended March 31, 2023, Class A and Class C shares were charged $538,628 and $63,579, respectively, pursuant to the Shareholder Services Plan.
Under its terms, the Distribution Plan and Shareholder Services Plan shall remain in effect from year to year, provided such continuance is approved annually by a vote of a majority of those Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the operation of or in any agreement related to the Distribution Plan or Shareholder Services Plan.
The fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement of Operations.
The fund has an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.
The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services for the fund. The majority of Transfer Agent 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 March 31, 2023, the fund was charged $75,620 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $43,584.
The fund compensates the Custodian, 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 March 31, 2023, the fund was charged $40,601 pursuant to the custody agreement.
30
During the period ended March 31, 2023, the fund was charged $8,540 for services performed by the fund’s 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 fee of $1,363,194, Administration fees of $21,097, Distribution Plan fees of $43,253, Shareholder Services Plan fees of $100,066, Custodian fees of $72,000, Chief Compliance Officer fees of $4,229 and Transfer Agent fees of $31,626.
(d) 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 March 31, 2023, amounted to $369,205,933 and $630,492,860, respectively.
At March 31, 2023, accumulated net unrealized appreciation on investments was $433,493,555, consisting of $718,970,272 gross unrealized appreciation and $285,476,717 gross unrealized depreciation.
At March 31, 2023, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).
31
INFORMATION ABOUT THE RENEWAL OF THE FUND'S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS, AND THE APPROVAL OF THE FUND'S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited)
At a meeting of the fund’s Board of Trustees held on March 6-7, 2023, the Board considered the renewal of the fund’s Investment Advisory Agreement and Administration Agreement, pursuant to which BNY Mellon Investment Adviser provides the fund with investment advisory services and administrative services, and the Sub-Investment Advisory Agreement (together with the Investment Advisory Agreement and Administration Agreement, the “Agreements”), pursuant to which Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”) provides day-to-day management of the fund’s investments. The Board members, none of whom are “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 and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered several 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, including the fund. 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, as well as the Adviser’s supervisory activities over the Sub-Adviser. 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.
32
(“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper, which included information comparing (1) the performance of the fund’s Class I shares with the performance of a group of institutional mid-cap growth funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds consisting of all retail and institutional mid-cap growth funds (the “Performance Universe”), all for various periods ended December 31, 2022, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all institutional mid-cap growth funds, excluding outliers (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 select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Performance Comparisons. 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 and the end date selected. The Board also considered the fund’s performance in light of overall financial market conditions. The Board discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was at or above the Performance Group median for all periods, except for the two-, three- and four-year periods when it was below the Performance Group median, and was above the Performance Universe median for all periods, except for the one-, two- and three-year period when it was below the Performance Universe median. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.
Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate (i.e., the aggregate of the investment advisory and administration fees pursuant to the Investment Advisory Agreement and Administration Agreement) payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets 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 lower than the Expense Group median contractual management fee, the fund’s actual management fee was lower than the Expense Group median and the Expense Universe median actual management fee and the fund’s total expenses were lower than the Expense Group median and the Expense Universe median total expenses.
Representatives of the Adviser reviewed with the Board the management or investment advisory fees (1) paid by funds advised by the Adviser that are in the same Lipper
33
INFORMATION ABOUT THE RENEWAL OF THE FUND'S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS, AND THE APPROVAL OF THE FUND'S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
category as the fund and (2) paid to the Adviser or the Sub-Adviser or its affiliates 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.
The Board considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its fee from the fund, and not the fund.
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 excessive, given the services rendered and service levels provided by the Adviser and its affiliates. 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 Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements 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. Since the Adviser, and not the fund, pays the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’s profitability to be relevant to its deliberations. 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
34
considered potential benefits to the Adviser and the Sub-Adviser 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.
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 Agreements. 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 and the Sub-Adviser are adequate and appropriate.
· The Board generally was satisfied with the fund’s overall relative performance.
· The Board concluded that the fees paid to the Adviser and the Sub-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 Investment Advisory Agreement and Administration 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.
In evaluating the Agreements, 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 and the Sub-Adviser, of the Adviser and the Sub-Adviser and the services provided to the fund by the Adviser and the Sub-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 Agreements, 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 the fund had the benefit of a number of years of reviews of the Agreements 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 its 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 Agreements.
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35
INFORMATION ABOUT THE RENEWAL OF THE FUND'S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS, AND THE APPROVAL OF THE FUND'S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
At the meeting of the fund’s Board held on March 6-7, 2023, the Board also considered the approval of a delegation arrangement between NIMNA and its affiliate, Newton Investment Management Limited (“NIM”), which permits NIMNA, as the fund’s sub-investment adviser, to use the investment advisory personnel, resources and capabilities (“Investment Advisory Services”) available at its sister company, NIM, in providing the day-to-day management of the fund’s investments. In connection therewith, the Board considered the approval of a sub-sub-investment advisory agreement (the “SSIA Agreement”) between NIMNA and NIM, with respect to the fund. In considering the approval of the SSIA Agreement, the Board considered several 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.
At the meeting, the Adviser and the Sub-Adviser recommended the approval of the SSIA Agreement to enable NIM to provide Investment Advisory Services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services, subject to the supervision of the Sub-Adviser and the Adviser. The recommendation for the approval of the SSIA Agreement was based on the following considerations, among others: (i) approval of the SSIA Agreement would permit the Sub-Adviser to use investment personnel employed primarily by NIM as primary portfolio managers of the fund and to use the investment research services of NIM in the day-to-day management of the fund’s investments; and (ii) there would be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund or the sub-advisory fee payable by the Adviser to the Sub-Adviser as a result of the delegation arrangement. The Board also considered the fact that the Adviser stated that it believed there were no material changes to the information the Board had previously considered at the meeting in connection with the Board’s re-approval of the Agreements for the ensuing year, other than the information about the delegation arrangement and NIM.
In determining whether to approve the SSIA Agreement, the Board considered the materials prepared by the Adviser and the Sub-Adviser received in advance of the meeting and other information presented at the meeting, which included: (i) a form of the SSIA Agreement; (ii) information regarding the delegation arrangement and how it is expected to enhance investment capabilities for the benefit of the fund; (iii) information regarding NIM; and (iv) an opinion of counsel that the proposed delegation arrangement would not result in an “assignment” of the Sub-Investment Advisory Agreement under the 1940 Act and the Investment Advisers Act of 1940, as amended, and, therefore, did not require the approval of fund shareholders. The Board also considered the substance of discussions with representatives of the Adviser and the Sub-Adviser at the meeting in connection with the Board’s re-approval of the Agreements.
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Nature, Extent and Quality of Services to be Provided. In examining the nature, extent and quality of the services that were expected to be provided by NIM under the SSIA Agreement, the Board considered: (i) NIM’s organization, qualification and background, as well as the qualifications of its personnel; (ii) the expertise of the personnel providing portfolio management services; (iii) information regarding NIM’s compliance program; and (iv) the investment strategy for the fund, which would remain the same. The Board also considered that enabling the Sub-Adviser to use the proposed Investment Advisory Services provided by NIM, the Sub-Adviser would provide investment and portfolio management services of at least the same nature, extent and quality that it currently provides to the fund without the ability to use the Investment Advisory Services of its sister company. Based on the considerations and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by the Sub-Adviser having the ability to use the Investment Advisory Services supported a decision to approve the SSIA Agreement.
Investment Performance. The Board considered the fund’s investment performance and that of the investment team managing the fund’s portfolio (including comparative data provided by Broadridge) at the meeting in connection with the Board’s re-approval of the Agreements. The Board considered that the same investment professionals would continue to manage the fund’s assets and that enabling the Sub-Adviser to use the Investment Advisory Services pursuant to the SSIA Agreement for the benefit of the fund supported a decision to approve the SSIA Agreement.
Costs of Services to be Provided and Profitability. The Board considered the contractual management fee payable by the fund to the Adviser pursuant to the Investment Advisory Agreement and Administration Agreement and the contractual sub-investment advisory fee payable by the Adviser to the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement at the meeting in connection with the Board’s re-approval of the Agreements. The Board noted that the contractual management fee payable by the fund to the Adviser and the sub-investment advisory fee payable by the Adviser to the Sub-Adviser, would not change in connection with the proposed delegation arrangement. The Board recognized that, because the fees payable would not change, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Agreements, and that the Board had received and considered a profitability analysis of the Adviser and its affiliates, including NIMNA, at the meeting in connection with the Board’s re-approval of the Agreements. The Board concluded that the Adviser’s profitability was not excessive in light of the nature, extent and quality of the services to be provided to the fund by the Adviser and the Sub-Adviser under the Agreements.
Economies of Scale to be Realized. The Board recognized that, because the fees payable by the fund to the Adviser pursuant to the Investment Advisory Agreement and Administration Agreement and the contractual sub-investment advisory fee payable by the Adviser to the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement would not change in connection with the proposed delegation arrangement, an analysis of economies of scale was more appropriate in the context of the Board’s consideration
37
INFORMATION ABOUT THE RENEWAL OF THE FUND'S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS, AND THE APPROVAL OF THE FUND'S SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
of the Agreements, which had been done at the meeting in connection with the Board’s re-approval of the Agreements. At the meeting, 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 Agreements 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.
The Board also considered whether there were any ancillary benefits that would accrue to the Sub-Adviser as a result of its relationship with the fund after the delegation arrangement, and such ancillary benefits, if any, were determined to be reasonable.
After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board, with the assistance of independent legal counsel, approved the delegation arrangement and the SSIA Agreement for the fund.
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BNY Mellon Small/Mid Cap Growth Fund
240 Greenwich Street
New York, NY 10286
Adviser
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, NY 10286
Sub-Adviser
Newton Investment Management
North America, LLC
BNY Mellon Center
201 Washington Street
Boston, MA 02108
Newton Investment Management Limited
160 Queen Victoria Street
London, EC4V 4LA, England
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
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Ticker Symbols: | Class A: DBMAX Class C: DBMCX Class I: SDSCX Class Y: DBMYX Class Z: DBMZX |
Telephone Call your financial representative or 1-800-373-9387
Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
E-mail Send your request to info@bnymellon.com
Internet Information can be viewed online or downloaded at www.im.bnymellon.com
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 at www.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 at www.im.bnymellon.com 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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© 2023 BNY Mellon Securities Corporation 6921SA0323 | 
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Not applicable.
| Item 3. | Audit Committee Financial Expert. |
Not applicable.
| Item 4. | Principal Accountant Fees and Services. |
Not applicable.
| Item 5. | Audit Committee of Listed Registrants. |
Not applicable.
(a) Not applicable.
| Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
| Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable.
| Item 9. | Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers. |
Not applicable.
| Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures applicable to Item 10.
| Item 11. | Controls and Procedures. |
(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
| Item 12. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
Not applicable.
(a)(1) Not applicable.
(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.
(a)(3) Not applicable.
(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
BNY Mellon Investment Funds I
By: /s/ David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: May 22, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: /s/ David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: May 22, 2023
By: /s/ James Windels
James Windels
Treasurer (Principal Financial Officer)
Date: May 22, 2023
EXHIBIT INDEX
(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (EX-99.CERT)
(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. (EX-99.906CERT)