N-CSR 1 lp1-720.htm ANNUAL REPORT

 

 

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 811-21236
   
  BNY Mellon Stock Funds  
  (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:

09/30/23

 

 

 

 
             

 

 

 
 

FORM N-CSR

Item 1. Reports to Stockholders.

 

BNY Mellon International Core Equity Fund

 

ANNUAL REPORT

September 30, 2023

 

 

 

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.

 

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.

 

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Fund Performance

4

Understanding Your Fund’s Expenses

7

Comparing Your Fund’s Expenses
With Those of Other Funds

7

Statement of Investments

8

Statement of Assets and Liabilities

13

Statement of Operations

14

Statement of Changes in Net Assets

15

Financial Highlights

17

Notes to Financial Statements

21

Report of Independent Registered
Public Accounting Firm

32

Important Tax Information

33

Information About the Renewal of
the Fund’s Investment Advisory,
Administration and Sub-Investment
Advisory Agreements

34

Liquidity Risk Management Program

39

Board Members Information

40

Officers of the Fund

43

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from October 1, 2022, through September 30, 2023, as provided by Portfolio Manager James A. Lydotes of Newton Investment Management North America, LLC, sub-adviser.

Market and Fund Performance Overview

For the 12-month period ended September 30, 2023, BNY Mellon International Core Equity Fund (the “fund”) produced a total return of 29.54% for Class A shares, 28.61% for Class C shares, 29.86% for Class I shares and 29.89% for Class Y shares.1 In comparison, the fund’s benchmark, the MSCI EAFE® Index (the “Index”), produced a net return of 25.65% for the same period.2

International equity markets gained significant ground on broad economic growth and signs that inflation was coming under control. The fund outperformed the Index, primarily due to positive sector and country positioning, along with strong issue selection in industrials and consumer staples.

The Fund’s Investment Approach

The fund seeks long-term growth of capital. The fund normally invests at least 80% of its assets, plus any borrowings for investment purposes, in shares of companies located in the foreign countries represented in the Index and Canada and may also invest up to 20% of its assets in securities of issuers located in emerging-markets countries.

We employ a bottom-up investment approach, using proprietary quantitative models and traditional qualitative analysis to identify attractive stocks. We seek to allocate country weights generally in accordance with the Index, but deviations from the Index country weightings may occur. We use the sector allocations of the Index as a guide, but allocations may differ from those of the Index. The fund’s stock selection process is designed to produce a diversified portfolio that, relative to the Index, has a below-average price/earnings ratio and an above-average earnings-growth trend.

International Equities Rebound on Positive Macroeconomic Trends

International equities delivered positive returns in late 2022, as the outlook for inflation and the trajectory of monetary policy continued to dominate the narrative within financial markets. Despite some encouraging developments in the fight against inflation, central bankers steadfastly maintained a hawkish stance. Elsewhere, China eased its hitherto draconian COVID-19 policies.

Positive trends continued in early 2023, as investors maintained a risk-on mindset. However, as the year progressed, the U.S. Federal Reserve (the “Fed”) remained hawkish, putting pressure on risk assets. In addition, in early March, signs of stress emerged within the U.S. banking sector. Nevertheless, following rapid action by U.S. authorities to bolster banks, international equities soon regained their upward momentum, shrugging off the travails of U.S. regional banks, economic disappointment in China and persistently elevated geopolitical uncertainty. Investors’ enthusiasm regarding artificial intelligence (“AI”) proved particularly supportive of risk assets.

The interplay between growth, inflation and the direction of monetary policy remained central to the wider investment debate as international equity markets lost momentum over summer. The principal catalyst for this change in tone was the renewed rise in government bond yields. Factors contributing to this development included rising oil prices, technical market dynamics and the growing realization that U.S. interest rates would likely stay “higher for longer,” given the continuing resilience of the U.S. economy. In stark contrast to the United States, China

2

 

announced a stream of piecemeal, and thus far ineffective, stimulus initiatives designed to stabilize its economy.

Allocation and Selection Bolster Relative Returns

Favorable positions across several dimensions bolstered the fund’s returns relative to the Index. From a sector allocation perspective, underweight exposure to consumer staples and materials, and overweight exposure to energy and industrials enhanced relative returns. Country allocations proved additive as well, led by overweight exposure to France and Italy, and underweight exposure to Australia and Switzerland. Within sectors, strong returns in industrials were led by several UK-based companies, including equipment leasing firm Ashtead Group PLC, plumbing and heating distributor Ferguson PLC, and defense contractor BAE Systems PLC. In consumer staples, alcoholic beverage company Diageo PLC and tobacco company Imperial Brands PLC, also based in the UK, were top performers. The above-mentioned stocks made the UK the fund’s best-performing country, followed by France and Japan.

While relatively few positions detracted meaningfully from the fund’s performance compared to the Index, health care positions saw headwinds, with German pharmaceutical and diagnostics company Roche Holding AG experiencing a degree of weakness, as pandemic-related diagnostic demand weakened, and concerns arose regarding the company’s drug pipeline. Positions in Switzerland detracted most from performance from a country perspective.

Finding Opportunities as Recession Concerns Recede

As of the end of the reporting period, equity markets continue to confront uncertainties related to high levels of inflation and ongoing rate hikes by central banks. However, the outlook for European stocks appears bright to us compared U.S. prospects, where inflationary pressures remain high. We also believe Japan is well positioned in the wake of the county’s recent lifting of COVID-19 restrictions.

October 16, 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. 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 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.

The fund’s performance will be influenced by political, social and economic factors affecting investments in foreign companies. Special risks associated with investments in foreign companies 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. These risks are enhanced in emerging market countries. 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. Each of these risks could increase the fund’s volatility.

3

 

FUND PERFORMANCE (Unaudited)

Comparison of change in value of a $10,000 investment in Class A shares, Class C shares and Class I shares of BNY Mellon International Core Equity Fund with a hypothetical investment of $10,000 in the MSCI EAFE® Index (the “Index”).

 Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a hypothetical $10,000 investment made in Class A shares, Class C shares and Class I shares of BNY Mellon International Core Equity Fund on 9/30/13 to a hypothetical investment of $10,000 made in the Index on that date. All dividends and capital gain distributions are reinvested.

The fund’s performance shown in the line graph above takes into account the maximum initial sales charge on Class A shares and all other applicable fees and expenses on all classes. The Index (Europe, Australasia, Far East) is a free floatadjusted market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

4

 

Comparison of change in value of a $1,000,000 investment in Class Y shares of BNY Mellon International Core Equity Fund with a hypothetical investment of $1,000,000 in the MSCI EAFE® Index (the “Index”).

 Source: Lipper Inc.

††  The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class I shares for the period prior to 6/1/15 (the inception date for Class Y shares).

Past performance is not predictive of future performance.

The above graph compares a hypothetical $1,000,000 investment made in Class Y shares of BNY Mellon International Core Equity Fund on 9/30/13 to a hypothetical investment of $1,000,000 made in the Index on that date. All dividends and capital gain distributions are reinvested.

The fund’s performance shown in the line graph above takes into account all applicable fees and expenses of the fund’s Class Y shares. The Index (Europe, Australasia, Far East) is a free floatadjusted market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

5

 

FUND PERFORMANCE (Unaudited) (continued)

     

Average Annual Total Returns as of 9/30/2023

 

 

Inception Date

1 Year

5 Years

10 Years

Class A shares

    

with maximum sales charge (5.75%)

12/8/88

22.11%

.75%

2.81%

without sales charge

12/8/88

29.54%

1.95%

3.42%

Class C shares

    

with applicable redemption charge

12/8/88

27.61%

1.18%

2.63%

without redemption

12/8/88

28.61%

1.18%

2.63%

Class I shares

12/8/88

29.86%

2.22%

3.70%

Class Y shares

6/1/15

29.89%

2.22%

3.70%††

MSCI EAFE® Index

 

25.65%

3.24%

3.82%

 The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.

††  The total return performance figures presented for Class Y shares of the fund reflect the performance of the fund’s Class I shares for the period prior to 6/1/15 (the inception date for Class Y shares).

The performance data quoted represents past performance, which is no guarantee of future results. Share price and investment return fluctuate and an investor’s shares may be worth more or less than original cost upon redemption. Current performance may be lower or higher than the performance quoted. Go to www.im.bnymellon.com for the fund’s most recent month-end returns.

The fund’s performance shown in the graphs and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.

6

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads) 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 Core Equity Fund from April 1, 2023 to September 30, 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 September 30, 2023

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

 

Expenses paid per $1,000

$5.53

$9.25

$4.29

$4.29

 

Ending value (after expenses)

$986.60

$982.80

$987.70

$987.70

 

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 September 30, 2023

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

 

Expenses paid per $1,000

$5.62

$9.40

$4.36

$4.36

 

Ending value (after expenses)

$1,019.50

$1,015.74

$1,020.76

$1,020.76

 

Expenses are equal to the fund’s annualized expense ratio of 1.11% for Class A, 1.86% for Class C, .86% for Class I and .86% for Class Y, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

7

 

STATEMENT OF INVESTMENTS
September 30, 2023

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 96.3%

     

Australia - 3.7%

     

AGL Energy Ltd.

   

60,007

 

413,979

 

Aristocrat Leisure Ltd.

   

18,094

 

475,230

 

ASX Ltd.

   

112,626

 

4,136,224

 

Brambles Ltd.

   

89,223

 

821,480

 

Macquarie Group Ltd.

   

7,430

 

801,266

 
    

6,648,179

 

Austria - 1.4%

     

OMV AG

   

52,797

 

 2,529,746

 

Bermuda - 1.9%

     

Hiscox Ltd.

   

276,745

 

 3,393,449

 

Denmark - .3%

     

AP Moller - Maersk A/S, Cl. B

   

340

 

 613,783

 

France - 17.8%

     

AXA SA

   

41,692

 

1,242,142

 

BNP Paribas SA

   

101,096

 

6,458,985

 

Cie Generale des Etablissements Michelin SCA

   

93,451

 

2,872,147

 

Euroapi SA

   

2,101

a 

26,500

 

Klepierre SA

   

63,853

 

1,568,224

 

LVMH Moet Hennessy Louis Vuitton SE

   

2,329

 

1,764,017

 

Orange SA

   

486,900

 

5,590,457

 

Publicis Groupe SA

   

64,190

 

4,869,984

 

Sanofi

   

42,120

 

4,519,043

 

STMicroelectronics NV

   

16,126

 

698,762

 

Vinci SA

   

20,255

 

2,248,961

 
    

31,859,222

 

Germany - 10.7%

     

Allianz SE

   

7,418

 

1,770,093

 

Bayer AG

   

89,105

 

4,281,675

 

Daimler Truck Holding AG

   

27,259

 

945,859

 

DHL Group

   

58,581

 

2,386,656

 

Evonik Industries AG

   

97,513

 

1,786,132

 

Mercedes-Benz Group AG

   

79,617

 

5,546,296

 

Muenchener Rueckversicherungs-Gesellschaft AG

   

6,276

 

2,449,090

 
    

19,165,801

 

Hong Kong - .8%

     

Sun Hung Kai Properties Ltd.

   

132,500

 

 1,417,899

 

Ireland - 2.1%

     

CRH PLC

   

69,014

 

 3,824,545

 

8

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 96.3% (continued)

     

Italy - 2.6%

     

Enel SPA

   

283,766

 

1,746,067

 

Eni SPA

   

178,043

 

2,871,728

 
    

4,617,795

 

Japan - 16.6%

     

Advantest Corp.

   

29,200

 

816,951

 

Casio Computer Co. Ltd.

   

220,300

 

1,847,872

 

FUJIFILM Holdings Corp.

   

16,800

 

973,330

 

Fujitsu Ltd.

   

17,800

 

2,096,360

 

ITOCHU Corp.

   

93,800

 

3,393,220

 

Mitsubishi Electric Corp.

   

115,300

 

1,426,591

 

Mizuho Financial Group, Inc.

   

55,000

 

935,191

 

Nippon Telegraph & Telephone Corp.

   

3,155,200

 

3,728,642

 

Renesas Electronics Corp.

   

96,600

a 

1,477,377

 

Shionogi & Co. Ltd.

   

50,600

 

2,263,862

 

Sony Group Corp.

   

32,500

 

2,661,938

 

Sumitomo Mitsui Financial Group, Inc.

   

102,900

 

5,058,929

 

Tokyo Electron Ltd.

   

17,300

 

2,366,247

 

Trend Micro, Inc.

   

19,500

 

739,601

 
    

29,786,111

 

Netherlands - 5.9%

     

ASML Holding NV

   

6,461

 

3,819,152

 

ING Groep NV

   

247,319

 

3,281,549

 

Koninklijke Ahold Delhaize NV

   

113,138

 

3,411,424

 
    

10,512,125

 

Norway - .5%

     

Yara International ASA

   

22,020

 

 834,346

 

Singapore - 1.4%

     

Singapore Exchange Ltd.

   

254,300

 

1,813,771

 

United Overseas Bank Ltd.

   

35,900

 

748,464

 
    

2,562,235

 

Spain - 1.0%

     

ACS Actividades de Construccion y Servicios SA

   

47,692

 

 1,717,890

 

Switzerland - 6.7%

     

Kuehne + Nagel International AG

   

6,935

 

1,977,424

 

Novartis AG

   

24,409

 

2,503,166

 

Roche Holding AG

   

22,441

 

6,140,109

 

Sonova Holding AG

   

6,024

 

1,432,703

 
    

12,053,402

 

United Kingdom - 22.9%

     

Ashtead Group PLC

   

27,983

 

1,707,785

 

BAE Systems PLC

   

188,035

 

2,289,168

 

BP PLC

   

287,897

 

1,866,612

 

9

 

STATEMENT OF INVESTMENTS (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 96.3% (continued)

     

United Kingdom - 22.9% (continued)

     

Bunzl PLC

   

20,633

 

736,601

 

Burberry Group PLC

   

99,446

 

2,315,661

 

Diageo PLC

   

162,840

 

6,027,984

 

Ferguson PLC

   

12,956

 

2,144,303

 

GSK PLC

   

246,631

 

4,489,644

 

Haleon PLC

   

188,345

 

783,272

 

Imperial Brands PLC

   

128,358

 

2,610,682

 

Legal & General Group PLC

   

370,916

 

1,006,934

 

Melrose Industries PLC

   

140,670

 

805,295

 

Rio Tinto PLC

   

34,729

 

2,192,371

 

Shell PLC

   

184,594

 

5,869,315

 

SSE PLC

   

112,086

 

2,201,774

 

Tate & Lyle PLC

   

390,901

 

3,269,412

 

Unilever PLC

   

14,296

 

708,516

 
    

41,025,329

 

Total Common Stocks (cost $165,463,801)

   

172,561,857

 
  

Preferred Dividend
Yield (%)

     

Preferred Stocks - 1.6%

     

Germany - 1.6%

     

Volkswagen AG
(cost $5,683,978)

 

25.63

 

25,143

 

 2,895,891

 
  

1-Day
Yield (%)

     

Investment Companies - .3%

     

Registered Investment Companies - .3%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares
(cost $606,141)

 

5.40

 

606,141

b 

 606,141

 

Total Investments (cost $171,753,920)

 

98.2%

 

176,063,889

 

Cash and Receivables (Net)

 

1.8%

 

3,165,823

 

Net Assets

 

100.0%

 

179,229,712

 

a Non-income producing security.

b 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 (%)

Pharmaceuticals, Biotechnology & Life Sciences

13.5

Capital Goods

9.7

Banks

9.2

Energy

7.3

Food, Beverage & Tobacco

6.7

Automobiles & Components

6.3

Insurance

5.5

Telecommunication Services

5.2

Semiconductors & Semiconductor Equipment

5.1

Materials

4.8

Consumer Durables & Apparel

4.8

Financial Services

3.8

Transportation

2.8

Media & Entertainment

2.7

Utilities

2.4

Consumer Staples Distribution

1.9

Software & Services

1.6

Equity Real Estate Investment

.9

Household & Personal Products

.8

Health Care Equipment & Services

.8

Real Estate Management & Development

.8

Technology Hardware & Equipment

.5

Commercial & Professional Services

.5

Investment Companies

.3

Consumer Services

.3

 

98.2

 Based on net assets.

See notes to financial statements.

11

 

STATEMENT OF INVESTMENTS (continued)

       

Affiliated Issuers

   

Description

Value ($) 9/30/2022

Purchases ($)

Sales ($)

Value ($) 9/30/2023

Dividends/
Distributions ($)

 

Registered Investment Companies - .3%

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - .3%

363,154

46,601,035

(46,358,048)

606,141

35,020

 

Investment of Cash Collateral for Securities Loaned - .0%††

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - .0%

-

4,134,277

(4,134,277)

-

974

††† 

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - .0%

-

35,728,423

(35,728,423)

-

2,684

††† 

Total - .3%

363,154

86,463,735

(86,220,748)

606,141

38,678

 

 Includes reinvested dividends/distributions.

†† Effective July 3, 2023, cash collateral for securities lending was transferred from Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares to Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares.

††† 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.

12

 

STATEMENT OF ASSETS AND LIABILITIES
September 30, 2023

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments

 

 

 

Unaffiliated issuers

171,147,779

 

175,457,748

 

Affiliated issuers

 

606,141

 

606,141

 

Cash denominated in foreign currency

 

 

707,900

 

698,318

 

Tax reclaim receivable—Note 1(b)

 

2,236,603

 

Dividends and securities lending income receivable

 

352,602

 

Receivable for shares of Beneficial Interest subscribed

 

164,937

 

Prepaid expenses

 

 

 

 

28,542

 

 

 

 

 

 

179,544,891

 

Liabilities ($):

 

 

 

 

Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(c)

 

145,608

 

Payable for shares of Beneficial Interest redeemed

 

60,680

 

Trustees’ fees and expenses payable

 

2,990

 

Other accrued expenses

 

 

 

 

105,901

 

 

 

 

 

 

315,179

 

Net Assets ($)

 

 

179,229,712

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

216,840,566

 

Total distributable earnings (loss)

 

 

 

 

(37,610,854)

 

Net Assets ($)

 

 

179,229,712

 

      

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

47,386,386

985,872

52,903,332

77,954,122

 

Shares Outstanding

1,341,287

27,341

1,461,616

2,155,115

 

Net Asset Value Per Share ($)

35.33

36.06

36.20

36.17

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

13

 

STATEMENT OF OPERATIONS
Year Ended September 30, 2023

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $983,428 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

8,231,552

 

Affiliated issuers

 

 

35,020

 

Income from securities lending—Note 1(c)

 

 

3,658

 

Interest

 

 

2,087

 

Total Income

 

 

8,272,317

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

1,629,049

 

Shareholder servicing costs—Note 3(c)

 

 

320,580

 

Administration fee—Note 3(a)

 

 

203,631

 

Professional fees

 

 

99,373

 

Registration fees

 

 

65,167

 

Custodian fees—Note 3(c)

 

 

49,090

 

Prospectus and shareholders’ reports

 

 

23,138

 

Trustees’ fees and expenses—Note 3(d)

 

 

21,349

 

Chief Compliance Officer fees—Note 3(c)

 

 

20,362

 

Distribution fees—Note 3(b)

 

 

8,568

 

Interest expense—Note 2

 

 

7,204

 

Loan commitment fees—Note 2

 

 

4,051

 

Miscellaneous

 

 

30,455

 

Total Expenses

 

 

2,482,017

 

Less—reduction in expenses due to undertaking—Note 3(a)

 

 

(572,388)

 

Less—reduction in fees due to earnings credits—Note 3(c)

 

 

(24,269)

 

Net Expenses

 

 

1,885,360

 

Net Investment Income

 

 

6,386,957

 

Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):

 

 

Net realized gain (loss) on investments and foreign currency transactions

(7,478,699)

 

Net change in unrealized appreciation (depreciation) on investments
and foreign currency transactions

57,106,735

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

49,628,036

 

Net Increase in Net Assets Resulting from Operations

 

56,014,993

 

 

 

 

 

 

 

 

See notes to financial statements.

     

14

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2023

 

2022

 

Operations ($):

 

 

 

 

 

 

 

 

Net investment income

 

 

6,386,957

 

 

 

6,840,764

 

Net realized gain (loss) on investments

 

(7,478,699)

 

 

 

(3,076,754)

 

Net change in unrealized appreciation
(depreciation) on investments

 

57,106,735

 

 

 

(80,043,475)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

56,014,993

 

 

 

(76,279,465)

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Class A

 

 

(1,830,940)

 

 

 

(8,026,895)

 

Class C

 

 

(27,030)

 

 

 

(240,425)

 

Class I

 

 

(2,002,373)

 

 

 

(10,465,272)

 

Class Y

 

 

(3,939,520)

 

 

 

(20,508,692)

 

Total Distributions

 

 

(7,799,863)

 

 

 

(39,241,284)

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

3,267,917

 

 

 

6,162,408

 

Class C

 

 

42,735

 

 

 

36,734

 

Class I

 

 

14,431,991

 

 

 

19,796,224

 

Class Y

 

 

625,821

 

 

 

6,645,169

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

1,645,229

 

 

 

6,765,684

 

Class C

 

 

27,013

 

 

 

231,710

 

Class I

 

 

1,936,838

 

 

 

10,216,667

 

Class Y

 

 

3,939,485

 

 

 

20,508,558

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(14,566,617)

 

 

 

(17,354,069)

 

Class C

 

 

(397,671)

 

 

 

(940,752)

 

Class I

 

 

(21,646,213)

 

 

 

(58,815,806)

 

Class Y

 

 

(59,656,505)

 

 

 

(62,138,299)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

(70,349,977)

 

 

 

(68,885,772)

 

Total Increase (Decrease) in Net Assets

(22,134,847)

 

 

 

(184,406,521)

 

Net Assets ($):

 

Beginning of Period

 

 

201,364,559

 

 

 

385,771,080

 

End of Period

 

 

179,229,712

 

 

 

201,364,559

 

15

 

STATEMENT OF CHANGES IN NET ASSETS (continued)

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2023

 

2022

 

Capital Share Transactions (Shares):

 

Class A

 

 

 

 

 

 

 

 

Shares sold

 

 

93,228

 

 

 

167,217

 

Shares issued for distributions reinvesteda

 

 

50,374

 

 

 

168,594

 

Shares redeemed

 

 

(412,098)

 

 

 

(464,084)

 

Net Increase (Decrease) in Shares Outstanding

(268,496)

 

 

 

(128,273)

 

Class C

 

 

 

 

 

 

 

 

Shares sold

 

 

1,235

 

 

 

1,086

 

Shares issued for distributions reinvested

 

 

806

 

 

 

5,650

 

Shares redeemed

 

 

(11,131)

 

 

 

(26,001)

 

Net Increase (Decrease) in Shares Outstanding

(9,090)

 

 

 

(19,265)

 

Class I

 

 

 

 

 

 

 

 

Shares sold

 

 

409,191

 

 

 

518,143

 

Shares issued for distributions reinvested

 

 

58,006

 

 

 

249,126

 

Shares redeemed

 

 

(610,324)

 

 

 

(1,501,347)

 

Net Increase (Decrease) in Shares Outstanding

(143,127)

 

 

 

(734,078)

 

Class Y

 

 

 

 

 

 

 

 

Shares sold

 

 

17,335

 

 

 

183,993

 

Shares issued for distributions reinvested

 

 

118,055

 

 

 

500,453

 

Shares redeemed

 

 

(1,726,628)

 

 

 

(1,601,723)

 

Net Increase (Decrease) in Shares Outstanding

(1,591,238)

 

 

 

(917,277)

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended September 30, 2023, 205 Class C shares representing $7,537 were automatically converted to 209 Class A shares.

 

See notes to financial statements.

        

16

 

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.

       
   
  

Year Ended September 30,

Class A Shares

 

2023

2022

2021

2020

2019

Per Share Data ($):

      

Net asset value, beginning of period

 

28.27

43.12

36.12

36.99

39.86

Investment Operations:

      

Net investment incomea

 

1.06

.77

.84

.59

.89

Net realized and unrealized
gain (loss) on investments

 

7.19

(10.83)

7.06

(.44)

(3.06)

Total from Investment Operations

 

8.25

(10.06)

7.90

.15

(2.17)

Distributions:

      

Dividends from
net investment income

 

(1.19)

(1.15)

(.90)

(1.02)

(.70)

Dividends from net realized
gain on investments

 

-

(3.64)

-

-

-

Total Distributions

 

(1.19)

(4.79)

(.90)

(1.02)

(.70)

Net asset value, end of period

 

35.33

28.27

43.12

36.12

36.99

Total Return (%)b

 

29.54

(26.61)

22.00

.20

(5.22)

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.45

1.49

1.41

1.64

1.64

Ratio of net expenses
to average net assets

 

1.11

1.11

1.12

1.12

1.12

Ratio of net investment income
to average net assets

 

3.03

2.07

1.96

1.63

2.45

Portfolio Turnover Rate

 

58.43

75.11

65.57

63.59

63.16

Net Assets, end of period ($ x 1,000)

 

47,386

45,505

74,954

73,381

100,661

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

17

 

FINANCIAL HIGHLIGHTS (continued)

       
   
  

Year Ended September 30,

Class C Shares

 

2023

2022

2021

2020

2019

Per Share Data ($):

      

Net asset value, beginning of period

 

28.73

43.69

36.54

37.37

40.13

Investment Operations:

      

Net investment incomea

 

.80

.54

.49

.28

.57

Net realized and unrealized
gain (loss) on investments

 

7.34

(11.09)

7.19

(.44)

(3.00)

Total from Investment Operations

 

8.14

(10.55)

7.68

(.16)

(2.43)

Distributions:

      

Dividends from
net investment income

 

(.81)

(.77)

(.53)

(.67)

(.33)

Dividends from net realized
gain on investments

 

-

(3.64)

-

-

-

Total Distributions

 

(.81)

(4.41)

(.53)

(.67)

(.33)

Net asset value, end of period

 

36.06

28.73

43.69

36.54

37.37

Total Return (%)b

 

28.61

(27.20)

21.11

(.60)

(5.94)

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

2.33

2.25

2.17

2.15

2.11

Ratio of net expenses
to average net assets

 

1.86

1.88

1.90

1.90

1.90

Ratio of net investment income
to average net assets

 

2.24

1.41

1.13

.77

1.55

Portfolio Turnover Rate

 

58.43

75.11

65.57

63.59

63.16

Net Assets, end of period ($ x 1,000)

 

986

1,047

2,434

2,726

4,829

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

18

 

       
   
  

Year Ended September 30,

Class I Shares

 

2023

2022

2021

2020

2019

Per Share Data ($):

      

Net asset value, beginning of period

 

28.94

44.06

36.83

37.67

40.54

Investment Operations:

      

Net investment incomea

 

1.16

.87

.95

.69

1.01

Net realized and unrealized
gain (loss) on investments

 

7.39

(11.08)

7.24

(.44)

(3.11)

Total from Investment Operations

 

8.55

(10.21)

8.19

.25

(2.10)

Distributions:

      

Dividends from
net investment income

 

(1.29)

(1.27)

(.96)

(1.09)

(.77)

Dividends from net realized
gain on investments

 

-

(3.64)

-

-

-

Total Distributions

 

(1.29)

(4.91)

(.96)

(1.09)

(.77)

Net asset value, end of period

 

36.20

28.94

44.06

36.83

37.67

Total Return (%)

 

29.86

(26.46)

22.40

.43

(4.94)

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.24

1.23

1.22

1.19

1.15

Ratio of net expenses
to average net assets

 

.86

.85

.85

.85

.85

Ratio of net investment income
to average net assets

 

3.25

2.26

2.18

1.88

2.75

Portfolio Turnover Rate

 

58.43

75.11

65.57

63.59

63.16

Net Assets, end of period ($ x 1,000)

 

52,903

46,447

103,039

131,536

178,310

a Based on average shares outstanding.

See notes to financial statements.

19

 

FINANCIAL HIGHLIGHTS (continued)

       
   
  

Year Ended September 30,

Class Y Shares

 

2023

2022

2021

2020

2019

Per Share Data ($):

      

Net asset value, beginning of period

 

28.93

44.03

36.81

37.65

40.52

Investment Operations:

      

Net investment incomea

 

1.11

.90

.96

.67

1.00

Net realized and unrealized
gain (loss) on investments

 

7.42

(11.09)

7.22

(.42)

(3.10)

Total from Investment Operations

 

8.53

(10.19)

8.18

.25

(2.10)

Distributions:

      

Dividends from
net investment income

 

(1.29)

(1.27)

(.96)

(1.09)

(.77)

Dividends from net realized
gain on investments

 

-

(3.64)

-

-

-

Total Distributions

 

(1.29)

(4.91)

(.96)

(1.09)

(.77)

Net asset value, end of period

 

36.17

28.93

44.03

36.81

37.65

Total Return (%)

 

29.89

(26.45)

22.39

.43

(4.94)

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.06

1.03

1.00

.98

.96

Ratio of net expenses
to average net assets

 

.86

.85

.85

.85

.85

Ratio of net investment income
to average net assets

 

3.14

2.36

2.22

1.83

2.70

Portfolio Turnover Rate

 

58.43

75.11

65.57

63.59

63.16

Net Assets, end of period ($ x 1,000)

 

77,954

108,366

205,345

208,521

355,521

a  Based on average shares outstanding.

See notes to financial statements.

20

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon International Core Equity Fund (the “fund”) is the sole series of BNY Mellon Stock Funds (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified open-end management investment company. 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 and the fund’s administrator 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. 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 having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees.

21

 

NOTES TO FINANCIAL STATEMENTS (continued)

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 such a decrease in activity results in transactions that are not orderly.

22

 

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 and other appropriate indicators, such as prices of relevant American

23

 

NOTES TO FINANCIAL STATEMENTS (continued)

Depository Receipts and futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the 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 September 30, 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

172,561,857

-

 

-

172,561,857

 

Equity Securities - Preferred Stocks

2,895,891

-

 

-

2,895,891

 

Investment Companies

606,141

-

 

-

606,141

 

 See Statement of Investments for additional detailed categorizations, if any.

(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.

24

 

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 September 30, 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

25

 

NOTES TO FINANCIAL STATEMENTS (continued)

transactions are on an overnight and continuous basis. During the period ended September 30, 2023, BNY Mellon earned $498 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 September 30, 2023, BNY Mellon Diversified International Fund, an affiliate of the fund, held 2,139,523 Class Y shares representing approximately 43.2% 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.

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 risks 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.

(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

26

 

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 September 30, 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 September 30, 2023, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended September 30, 2023 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At September 30, 2023, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $5,387,417, accumulated capital losses $44,718,443 and unrealized appreciation $1,720,172.

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 accumulated capital loss carryover is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to September 30, 2023. The fund has $11,853,654 of short-term capital losses and $32,864,789 of long-term capital losses which can be carried forward for an unlimited period.

As a result of the fund’s merger with Dreyfus International Value Fund on January 22, 2016, capital losses of $35,480,685 are available to offset future realized gains, if any. Based on certain provisions in the Code, the losses can be utilized in subsequent years but are subject to an annual limitation.

The tax character of distributions paid to shareholders during the fiscal years ended September 30, 2023 and September 30, 2022 were as follows: ordinary income $7,799,863 and $10,008,138, and long-term capital gains $0 and $29,233,146, respectively.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $738 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 $618 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $120 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. Prior to September 27, 2023, the Citibank Credit Facility was $823.5 million with Tranche A available in an amount equal to $688.5 million and Tranche B available in an amount equal to $135 million. 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 September 30, 2023, the fund was charged $7,204 for interest expense. These fees are included in Interest expense in the Statement of Operations. The average amount of borrowings outstanding under the Facilities during the period ended September 30, 2023 was approximately $125,753 with a related weighted average annualized interest rate of 5.73%.

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 up to $500 million, .75% of the next $500 million of such assets, .70% of the next $500 million of such assets, .60% of the next $500 million of such assets and .50% of the fund’s average daily net assets in excess of $2 billion and is payable monthly. The management fee rate during the period ended September 30, 2023 was .80%.

The Adviser had contractually agreed, from October 1, 2022 through January 31, 2023, 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) did not

28

 

exceed .85% of the value of the fund’s average daily net assets. The Adviser has contractually agreed, from February 1, 2023 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 the expenses described above) exceed .87% 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. Because “acquired fund fees and expenses” are incurred indirectly by the fund, as a result of its investments in underlying funds, such as fees and expenses are not included in the expense limitation. The reduction in expenses, pursuant to the undertaking, amounted to $572,388 during the period ended September 30, 2023.

The fund compensates the Adviser under an administration agreement for providing personnel and facilities to perform accounting and administration services for the fund at an annual rate of .10% of the value of the fund’s average daily net assets. Pursuant to the administration agreement, the fund was charged $203,631 during the period ended September 30, 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 .32% of the value of the fund’s average daily net assets.

During the period ended September 30, 2023, the Distributor retained $1,819 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 September 30, 2023, Class C shares were charged $8,568 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

29

 

NOTES TO FINANCIAL STATEMENTS (continued)

the period ended September 30, 2023, Class A and Class C shares were charged $130,471 and $2,856, respectively, pursuant to the 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 September 30, 2023, the fund was charged $29,669 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 $24,269.

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 September 30, 2023, the fund was charged $49,090 pursuant to the custody agreement.

During the period ended September 30, 2023, the fund was charged $20,362 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 $120,838, administration fee of $15,105, Distribution Plan fees of $623, Shareholder Services Plan fees of $10,171, Custodian fees of $30,000, Chief Compliance Officer fees of $5,016 and Transfer Agent fees of $5,566, which are offset against an expense reimbursement currently in effect in the amount of $41,711.

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(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 September 30, 2023, amounted to $116,117,632 and $187,902,435, respectively.

At September 30, 2023, the cost of investments for federal income tax purposes was $174,224,727; accordingly, accumulated net unrealized appreciation on investments was $1,839,162, consisting of $19,161,923 gross unrealized appreciation and $17,322,761 gross unrealized depreciation.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of BNY Mellon International Core Equity Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon International Core Equity Fund (the “Fund”) (the sole fund constituting BNY Mellon Stock Funds (the “Trust”)), including the statement of investments, as of September 30, 2023, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (the sole fund constituting BNY Mellon Stock Funds) at September 30, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more investment companies in the BNY Mellon Family of Funds since at least 1957, but we are unable to determine the specific year.

New York, New York
November 22, 2023

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IMPORTANT TAX INFORMATION (Unaudited)

In accordance with federal tax law, the fund elects to provide each shareholder with their portion of the fund’s foreign taxes paid and the income sourced from foreign countries. Accordingly, the fund hereby reports the following information regarding its fiscal year ended September 30, 2023:

- the total amount of taxes paid to foreign countries was $981,958.

- the total amount of income sourced from foreign countries was $9,173,379.

As required by federal tax law rules, shareholders will receive notification of their proportionate share of foreign taxes paid and foreign sourced income for the 2023 calendar year with Form 1099-DIV which will be mailed in early 2024. Also, certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $8,781,821 represents the maximum amount that may be considered qualified dividend income.

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INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)

At a meeting of the fund’s Board of Trustees held on May 15, 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 and administrative services, respectively, and the Sub-Investment Advisory Agreement (together with the Investment Advisory Agreement and the Administration Agreement, the “Agreements”), pursuant to which Newton Investment Management North America, LLC (the “Sub-Adviser”) 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 (“Lipper”), which included information comparing (1) the performance of the fund’s Class I shares with the

34

 

performance of a group of institutional international large-cap value 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 large-cap value funds (the “Performance Universe”), all for various periods ended March 31, 2023, 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 funds consisting of all institutional international large-cap value 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 below the Performance Group median for all periods, except for the six-month and ten-year periods and the five-year period when the fund’s total return performance was above or at, respectively, the Performance Group median, and was below the Performance Universe median for all periods, except for the six-month and ten-year periods when the fund’s total return performance was above the Performance Group median. The Board discussed with representatives of the Adviser and the Sub-Adviser the reasons for the fund’s underperformance versus the Performance Group and Performance Universe during certain periods under review and noted that the portfolio manager is very experienced and continued to apply a consistent investment strategy. 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 the 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 an expense limitation 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 higher than the Expense Group median contractual management fee, the fund’s actual management fee

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INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

was lower than the Expense Group median and the Expense Universe median actual management fee (and was the lowest actual management fee in the Expense Group), and the fund’s total expenses were lower than the Expense Group median and 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-1 fees, shareholder services fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed .87% of the value 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 and 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

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scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have realized any economies of scale would be less. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser 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 improved recent 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

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INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY, ADMINISTRATION AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

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 for the remainder of the one-year term.

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LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

The fund adopted a liquidity risk management program (the “Liquidity Risk Management Program”) pursuant to the requirements of Rule 22e-4 under the Investment Company Act of 1940, as amended. Rule 22e-4 requires registered open-end funds, including mutual funds and exchange-traded funds but not money market funds, to establish liquidity risk management programs in order to effectively manage fund liquidity and shareholder redemptions. The rule is designed to mitigate the risk that a fund could not meet redemption requests without significantly diluting the interests of remaining investors.

The rule requires the fund to assess, manage and review their liquidity risk at least annually considering applicable factors such as investment strategy and liquidity during normal and foreseeable stressed conditions, including whether the strategy is appropriate for an open-end fund and whether the fund has a relatively concentrated portfolio or large positions in particular issuers. The fund must also assess its use of borrowings and derivatives, short-term and long-term cash flow projections in normal and stressed conditions, holdings of cash and cash equivalents, and borrowing arrangements and other funding sources.

The rule also requires the fund to classify its investments as highly liquid, moderately liquid, less liquid or illiquid based on the number of days the fund expects it would take to liquidate the investment, and to review these classifications at least monthly or more often under certain conditions. The periods range from three or fewer business days for a highly liquid investment to greater than seven calendar days for settlement of a less liquid investment. Illiquid investments are those a fund does not expect to be able to sell or dispose of within seven calendar days without significantly changing the market value. The fund is prohibited from acquiring an investment if, after the acquisition, its holdings of illiquid assets will exceed 15% of its net assets. In addition, if a fund permits redemptions in-kind, the rule requires the fund to establish redemption in-kind policies and procedures governing how and when it will engage in such redemptions.

Pursuant to the rule’s requirements, the Liquidity Risk Management Program has been reviewed and approved by the Board. Furthermore, the Board has received a written report prepared by the Program’s Administrator that addresses the operation of the Program, assesses its adequacy and effectiveness and describes any material changes made to the Program.

Assessment of Program

In the opinion of the Program Administrator, the Program approved by the Board continues to be adequate for the fund and the Program has been implemented effectively. The Program Administrator has monitored the fund’s liquidity risk and the liquidity classification of the securities held by the fund and has determined that the Program is operating effectively.

During the period from January 1, 2022 to December 31, 2022, there were no material changes to the Program and no material liquidity events that impacted the fund. During the period, the fund held sufficient highly liquid assets to meet fund redemptions.

Under normal expected foreseeable fund redemption forecasts and foreseeable stressed fund redemption forecasts, the Program Administrator believes that the fund maintains sufficient highly liquid assets to meet expected fund redemptions.

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BOARD MEMBERS INFORMATION (Unaudited)
Independent Board Members

Joseph S. DiMartino (79)
Chairman of the Board (2003)

Principal Occupation During Past 5 Years:

· Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as described in the fund’s Statement of Additional Information) (1995-Present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (1997-May 2023)

No. of Portfolios for which Board Member Serves: 86

———————

Joni Evans (81)
Board Member (2006)

Principal Occupation During Past 5 Years:

· www.wowOwow.com, an online community dedicated to women’s conversations and publications, Chief Executive Officer (2007-2019)

· Joni Evans Ltd. publishing, Principal (2006-2019)

No. of Portfolios for which Board Member Serves: 17

———————

Joan Gulley (76)
Board Member (2017)

Principal Occupation During Past 5 Years:

· Nantucket Atheneum, public library, Chair (June 2018-June 2021) and Director (2015-June 2021)

· Orchard Island Club, golf and beach club, Governor (2016-Present) and President (February 2023-Present)

No. of Portfolios for which Board Member Serves: 39

———————

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Alan H. Howard (64)
Board Member (2018)

Principal Occupation During Past 5 Years:

· Heathcote Advisors LLC, a financial advisory services firm, Managing Partner (2008-Present)

· Dynatech/MPX Holdings LLC, a global supplier and service provider of military aircraft parts, President (2012-2019); and Board Member of its two operating subsidiaries, Dynatech International LLC and Military Parts Exchange LLC (2012-2019), including Chief Executive Officer of an operating subsidiary, Dynatech International LLC (2013-2019)

· Rossoff & Co., an independent investment banking firm, Senior Advisor (2013-June 2021)

Other Public Company Board Memberships During Past 5 Years:

· Movado Group, Inc., a public company that designs, sources, markets and distributes watches, Director (1997-Present)

· Diamond Offshore Drilling, Inc., a public company that provides contract drilling services, Director (March 2020-April 2021)

No. of Portfolios for which Board Member Serves: 17

———————

Robin A. Melvin (60)
Board Member (2003)

Principal Occupation During Past 5 Years:

· Westover School, a private girls’ boarding school in Middlebury, Connecticut, Trustee (2019-June 2023)

· Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois. Co-Chair (2014–2020); Board Member (2013-2020)

· JDRF, a non-profit juvenile diabetes research foundation, Board Member (June 2021-June 2022)

Other Public Company Board Memberships During Past 5 Years:

· HPS Corporate Lending Fund, a closed-end management investment company regulated as a business development company, Trustee (August 2021-Present)

No. of Portfolios for which Board Member Serves: 68

———————

Burton N. Wallack (72)
Board Member (2006)

Principal Occupation During Past 5 Years:

Wallack Management Company, a real estate management company, President and Co-owner (1987-Present)

Other Public Company Board Memberships During Past 5 Years:

Mount Sinai Hospital Urology, Board Member (2017-Present)

No. of Portfolios for which Board Member Serves: 17

———————

41

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Benaree Pratt Wiley (77)
Board Member (2016)

Principal Occupation During Past 5 Years:

· The Wiley Group, a firm specializing in strategy and business development. Principal (2005-Present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2008-Present)

· Blue Cross-Blue Shield of Massachusetts, Director (2004-2020)

No. of Portfolios for which Board Member Serves: 57

———————

Gordon J. Davis (81)
Advisory Board Member (2021)

Principal Occupation During Past 5 Years:

· Venable LLP, a law firm, Partner (2012-Present)

Other Public Company Board Memberships During Past 5 Years:

· BNY Mellon Family of Funds (53 funds), Board Member (1995-August 2021)

No. of Portfolios for which Advisory Board Member Serves: 39

———————

The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc., 240 Greenwich Street, New York, New York 10286. Additional information about each Board Member is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

42

 

OFFICERS OF THE FUND (Unaudited)

DAVID DIPETRILLO, President since January 2021.

Vice President and Director of the Adviser since February 2021; Head of North America Distribution, BNY Investment Management since February 2023; and Head of North America Product, BNY Mellon Investment Management from January 2018 to February 2023. He is an officer of 53 investment companies (comprised of 102 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 45 years old and has been an employee of BNY Mellon since 2005.

JAMES WINDELS, Treasurer since November 2001.

Director of the Adviser since February 2023; Vice President of the Adviser since September 2020; and Director–BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 65 years old and has been an employee of the Adviser since April 1985.

PETER M. SULLIVAN, Chief Legal Officer since July 2021 and Vice President and Assistant Secretary since March 2019.

Chief Legal Officer of the Adviser and Associate General Counsel of BNY Mellon since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; and Managing Counsel of BNY Mellon from March 2009 to December 2020. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55 years old and has been an employee of BNY Mellon since April 2004.

JAMES BITETTO, Vice President since August 2005 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; and Secretary of the Adviser. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 57 years old and has been an employee of the Adviser since December 1996.

DEIRDRE CUNNANE, Vice President and Assistant Secretary since March 2019.

Managing Counsel of BNY Mellon since December 2021; and Counsel of BNY Mellon from August 2018 to December 2021. She is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 33 years old and has been an employee of BNY Mellon since August 2013.

SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.

Vice President of BNY Mellon ETF Investment Adviser; LLC since February 2020; Senior Managing Counsel of BNY Mellon since September 2021; and Managing Counsel of BNY Mellon from December 2017 to September 2021. She is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 48 years old and has been an employee of BNY Mellon since March 2013.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 58 years old and has been an employee of the Adviser since October 1990.

AMANDA QUINN, Vice President and Assistant Secretary since March 2020.

Counsel of BNY Mellon since June 2019; Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019. She is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 38 years old and has been an employee of BNY Mellon since June 2012.

JOANNE SKERRETT, Vice President and Assistant Secretary since March 2023.

Managing Counsel of BNY Mellon since June 2022; and Senior Counsel with the Mutual Fund Directors Forum, a leading funds industry organization, from 2016 to June 2022. She is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 51 years old and has been an employee of the Adviser since June 2022.

43

 

OFFICERS OF THE FUND (Unaudited) (continued)

NATALYA ZELENSKY, Vice President and Assistant Secretary since March 2017.

Chief Compliance Officer since August 2021 and Vice President since February 2020 of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer since August 2021 and Vice President and Assistant Secretary since February 2020 of BNY Mellon ETF Trust; Managing Counsel of BNY Mellon from December 2019 to August 2021; Counsel of BNY Mellon from May 2016 to December 2019; and Assistant Secretary of the Adviser from April 2018 to August 2021. She is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 38 years old and has been an employee of BNY Mellon since May 2016.

DANIEL GOLDSTEIN, Vice President since March 2022.

Head of Product Development of North America Distribution, BNY Mellon Investment Management since January 2018; Executive Vice President of North America Product, BNY Mellon Investment Management since April 2023; and Senior Vice President, Development & Oversight of North America Product, BNY Mellon Investment Management from 2010 to March 2023. He is an officer of 53 investment companies (comprised of 102 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 54 years old and has been an employee of the Distributor since 1991.

JOSEPH MARTELLA, Vice President since March 2022.

Vice President of the Adviser since December 2022; Head of Product Management of North America Distribution, BNY Mellon Investment Management since January 2018; Executive Vice President of North America Product, BNY Mellon Investment Management since April 2023; and Senior Vice President of North America Product, BNY Mellon Investment Management from 2010 to March 2023. He is an officer of 53 investment companies (comprised of 102 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 46 years old and has been an employee of the Distributor since 1999.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager–BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55 years old and has been an employee of the Adviser since April 1991.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager–BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 56 years old and has been an employee of the Adviser since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager–BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 56 years old and has been an employee of the Adviser since November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.

Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004; and Chief Compliance Officer of the Adviser from 2004 until June 2021. He is the Chief Compliance Officer of 53 investment companies (comprised of 105 portfolios) managed by the Adviser. He is 66 years old.

CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016.

Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust. She is an officer of 47 investment companies (comprised of 114 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 55 years old and has been an employee of the Distributor since 1997.

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45

 

For More Information

BNY Mellon International Core Equity Fund

240 Greenwich Street
New York, NY 10286

Adviser & Administrator

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

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

  

Ticker Symbols:

Class A: DIEAX Class C: DIECX Class I: DIERX Class Y: DIEYX

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.

  

© 2023 BNY Mellon Securities Corporation
0720AR0923

 

 

 
 

 

Item 2. Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.

Item 3. Audit Committee Financial Expert.

The Registrant's Board has determined that Mr. Alan H. Howard, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC"). Mr. Howard is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.

Item 4. Principal Accountant Fees and Services.

 

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $48,450 in 2022 and $49,419 in 2023.

 

(b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $9,833 in 2022 and $10,086 in 2023. These services consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended, (iii) advisory services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.

 

The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2022 and $0 in 2023.

 

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice, and tax planning ("Tax Services") were $4,763 in 2022 and $4,763 in 2023. These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies. The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were $6,737 in 2022 and $6,737 in 2023.

 

 
 

(d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were $762 in 2022 and $820 in 2023. These services consisted of a review of the Registrant's anti-money laundering program.

 

The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee, were $0 in 2022 and $0 in 2023.

 

(e)(1) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services. Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence. Pre-approvals pursuant to the Policy are considered annually.

(e)(2) Note. None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f) None of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $2,219,815 in 2022 and $1,797,238 in 2023.

 

Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.

 

(i)Not applicable.

 

(j) Not applicable.

 

 

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(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.

Item 13.Exhibits.

(a)(1) Code of ethics referred to in Item 2.

(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 Stock Funds

By: /s/ David J. DiPetrillo

David J. DiPetrillo

President (Principal Executive Officer)

 

Date: November 20, 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: November 20, 2023

 

By: /s/ James Windels

James Windels

Treasurer (Principal Financial Officer)

 

Date: November 21, 2023

 

 

 
 

 

EXHIBIT INDEX

(a)(1) Code of ethics referred to in Item 2.

(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)