N-CSR 1 lp1250.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			811-07123

	BNY Mellon Advantage Funds, Inc.
	(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:		08/31
Date of reporting period:		08/31/2022

The following N-CSR relates only to the Registrant's series listed below and does not relate to any series of the Registrant with a different fiscal year end and, therefore, different N-CSR reporting requirements. A separate N-CSR will be filed for any series with a different fiscal year end, as appropriate.

BNY Mellon Dynamic Value Fund

BNY Mellon Opportunistic Midcap Value Fund

BNY Mellon Opportunistic Small Cap Fund

BNY Mellon Technology Growth Fund

FORM N-CSR

Item 1. Reports to Stockholders.

BNY Mellon Dynamic Value Fund

ANNUAL REPORT

August 31, 2022

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The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other person in the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change at any time based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund in the BNY Mellon Family of Funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any fund in the BNY Mellon Family of Funds.

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	12
Statement of Operations	13
Statement of Changes in Net Assets	14
Financial Highlights	16
Notes to Financial Statements	20
Report of Independent Registered Public Accounting Firm	30
Important Tax Information	31
Information About the Renewal of the Fund’s Management and Sub-Investment Advisory Agreements	32
Liquidity Risk Management Program	36
Board Members Information	37
Officers of the Fund	39

FOR MORE INFORMATION

Back Cover

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from September 1, 2021, through August 31, 2022, as provided by Brian C. Ferguson, John C. Bailer, Keith Howell and David S. Intoppa, Portfolio Managers at Newton Investment Management North America, LLC (Newton), sub-adviser

Market and Fund Performance Overview

For the 12-month period ended August 31, 2022, BNY Mellon Dynamic Value Fund’s (the “fund”) Class A shares produced a total return of 2.34%, Class C shares returned 1.59%, Class I shares returned 2.60% and Class Y shares returned 2.64%.¹ The fund’s benchmark, the Russell 1000^{^®} Value Index (the “Index”), produced a total return of −6.23% for the same period.²

Stocks lost ground as inflation fears, rising interest rates and a slowing economy weighed on markets. The fund outperformed the Index, primarily due to positioning in the energy and financials sectors.

The Fund’s Investment Approach

The fund seeks capital appreciation. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in stocks. The fund may invest up to 30% of its assets in foreign securities. We identify potential investments through extensive quantitative and fundamental research. We focus on individual stock selection (a “bottom-up” approach), emphasizing three key factors: value, sound business fundamentals and positive business momentum.

Shifting Sentiment, Inflation and Economic Weakness Hinder Markets

While the market remained buoyant early in the reporting period, a shift in sentiment early in 2022 led to steep market declines. Several concerns led to this shift, including rising inflation, tightening monetary policy, China’s “Zero COVID-19” policy, the Ukraine war and weakening economic data.

Inflation data continued to trend upward, reaching a 40-year high in the U.S., before moderating late in the period. Seeking to bring inflation down, the Federal Reserve (the “Fed”) raised the federal funds rate 0.25% in March 2022, 0.50% in May 2022 and 0.75% in both June and July 2022, bringing the target rate to between 2.25% and 2.50%. Most other central banks also raised their policy rates.

China’s intermittent shutdowns in response to a reemergence of the pandemic continued to hamper supply chains, which also contributed to rising prices around the globe. Geopolitics weighed on markets when Russia invaded Ukraine, amplifying a sell-off in the global equity markets as the impact of war exacerbated global inflation.

As the markets digested the winding down of accommodative pandemic-related policies, supply-chain snags and high inflation dampened the growth outlook. Investors noted that recession was becoming increasingly likely as it has historically been difficult for the Fed to achieve a “soft landing” for the economy. The challenge for the Fed is to raise interest rates enough to slow inflation without tipping the economy into recession.

This myriad of concerns impacted valuations, resulting in market weakness, but fundamentals have also been hindered due to rising input costs and labor shortages in some industries. Although the market rallied late in the period, the Fed’s reiteration in August 2022 of its commitment to fighting inflation weighed on returns at the end of the period.

Performance Helped by the Energy and Financials Sectors

The fund’s outperformance versus the Index was driven primarily by sector allocation in the energy sector and stock selections in both the energy and financials sectors. In the energy sector, shares of two exploration and production companies, Devon Energy and Hess Corporation (Hess), drove returns. Higher oil prices have benefited the entire sector, but Devon Energy has also implemented a base dividend, supplemented by a variable dividend, which will depend on free cash flows and is likely to be sustainable. Earnings at Hess are benefiting from a recently developed oil field in Guyana. Other selections in the energy sector that made significant contributions were Marathon Petroleum, a refining

company, and EQT, a leading producer and distributor of natural gas. Stock selection in the financials sector also was a leading contributor, with a portfolio-only position in LPL Financial, an independent broker-dealer, rising more than 50%. An underweight position in the banking industry, especially in J.P. Morgan, also contributed positively. In the utilities sector, shares of Constellation Energy, a spin-off from Exelon Corporation, rose more than 50%, which also added positively to returns. The company is a leading producer of nuclear power, which received financial support in the Inflation Reduction Act. In the materials sector, shares of CF Industries, a fertilizer manufacturer, also added to performance. The U.S.-based company has benefited from higher prices for fertilizer as well as lower costs for natural gas than international producers face.

On a less positive note, performance in the consumer staples and consumer discretionary sectors hampered the fund’s performance. In consumer staples, an underweight allocation detracted from returns. In the consumer discretionary sector, an overweight position hindered returns, and the primary detractor among the holdings was General Motors, which struggled with supply-chain disruptions.

Uncertainty Continues

A number of factors are combining to present investors with an uncertain outlook, but inflation and the Fed’s efforts to combat it are particularly important. The Fed’s tightening policy, resulting not only from raising the federal funds rate but also engaging in bond sales to reduce its balance sheet, has weighed on the market. At this point, it remains unclear whether the Fed will be able to engineer a “soft landing” for the economy.

Given this uncertainty, we are focused on companies that are well managed and have strong balance sheets. We are finding especially attractive opportunities in the health care, industrial and energy sectors. In the financial sector, we are being selective. In the insurance industry, for example, non-life insurance companies are relatively immune to economic cycles. In addition, life insurance companies may benefit as higher interest rates reduce the present value of their long-dated liabilities. We are cognizant of the macroeconomic factors and how they affect the investment environment, but we remain focused on companies that have the strongest valuations, fundamentals and prospects, and are able to manage through difficult times.

September 15, 2022

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 charges imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. The fund’s returns reflect the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement in effect through December 31, 2022, at which time it may be extended, terminated or modified. Had these expenses not been absorbed, the fund’s returns would have been lower.

² Source: Lipper Inc. — The Russell 1000^® Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies that are considered more value-oriented relative to the overall market, as defined by Russell’s leading style methodology. The Russell 1000^® Value Index is constructed to provide a comprehensive and unbiased barometer for the large-cap value segment. The index is completely reconstituted annually to ensure new and growing equities are included, and that the represented companies continue to reflect value characteristics. Investors cannot invest directly in any index.

Please note: the position in any security highlighted with italicized typeface was sold during the reporting period.

Equities are subject generally to market, market sector, market liquidity, issuer and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.

The fund’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. Please read the prospectus for further discussion of these risks.

Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

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 Dynamic Value Fund with a hypothetical investment of $10,000 in the Russell 1000^{^®} Value Index (the “Index”).

^† Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a hypothetical $10,000 investment made in each of the Class A shares, Class C shares and Class I shares of BNY Mellon Dynamic Value Fund on 8/31/12 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 Class A shares, Class C shares, and Class I shares. The Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies that are considered more value-oriented relative to the overall market as defined by Russell’s leading style methodology. The Russell 1000^{^®} Value Index is constructed to provide a comprehensive and unbiased barometer for the large-cap value segment. The index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect value characteristics. 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.

Comparison of change in value of a $1,000,000 investment in Class Y shares of BNY Mellon Dynamic Value Fund with a hypothetical investment of $1,000,000 in the Russell 1000^{^®} Value 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 A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A 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 Dynamic Value Fund on 8/31/12 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 on Class Y shares. The Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies that are considered more value-oriented relative to the overall market as defined by Russell’s leading style methodology. The Russell 1000^{^®} Value Index is constructed to provide a comprehensive and unbiased barometer for the large-cap value segment. The index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect value characteristics. 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.

FUND PERFORMANCE (Unaudited) (continued)


Average Annual Total Returns as of 8/31/2022
	Inception
	Date	1 Year	5 Years	10 Years

Class A shares
with maximum sales charge (5.75%) without sales charge	9/29/95	-3.55%	9.57%	11.87%
with maximum sales charge (5.75%) without sales charge	9/29/95	2.34%	10.88%	12.54%
Class C shares
with applicable redemption charge ^†	5/31/01	.79%	10.06%	11.70%
without redemption	5/31/01	1.59%	10.06%	11.70%
Class I shares	5/31/01	2.60%	11.16%	12.82%
Class Y shares	7/1/13	2.64%	11.21%	12.84%^††
Russell 1000^{^®} Value Index		-6.23%	7.86%	10.52%

^† 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 A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A 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.

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 Dynamic Value Fund from March 1, 2022 to August 31, 2022. 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 August 31, 2022

	Class A	Class C	Class I	Class Y
Expenses paid per $1,000^†	$4.61	$8.32	$3.38	$3.13
Ending value (after expenses)	$968.10	$964.50	$969.20	$969.70

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 August 31, 2022

		Class A	Class C	Class I	Class Y
Expenses paid per $1,000^†		$4.74	$8.54	$3.47	$3.21
Ending value (after expenses)		$1,020.52	$1,016.74	$1,021.78	$1,022.03
^†	Expenses are equal to the fund’s annualized expense ratio of .93% for Class A, 1.68% for Class C, .68% for Class I and .63% for Class Y, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

STATEMENT OF INVESTMENTS

August 31, 2022



Description	Shares		Value ($)
Common Stocks - 98.3%
Automobiles & Components - 1.3%
General Motors Co.	625,706		23,908,226
Banks - 3.7%
Comerica Inc.	361,491		29,027,727
U.S. Bancorp	537,922		24,534,622
Wells Fargo & Co.	387,533		16,939,067
			70,501,416
Capital Goods - 12.4%
Caterpillar Inc.	102,329		18,901,190
Eaton Corp.	233,184		31,862,262
Howmet Aerospace Inc.	412,576		14,617,568
Hubbell Inc.	114,588		23,639,504
Ingersoll Rand Inc.	631,231		29,901,412
L3Harris Technologies Inc.	74,716		17,049,444
Northrop Grumman Corp.	54,326		25,967,285
Quanta Services Inc.	144,705		20,446,817
Raytheon Technologies Corp.	389,012		34,913,827
The Boeing Company	123,952	^a	19,863,308
			237,162,617
Commercial & Professional Services - 1.0%
CACI International Inc., Cl. A	65,507	^a	18,398,951
Consumer Services - 2.8%
Expedia Group Inc.	194,868	^a	20,003,200
International Game Technology PLC	567,391	^b	10,178,995
Las Vegas Sands Corp.	641,833	^a,b	24,152,176
			54,334,371
Diversified Financials - 14.6%
Ameriprise Financial Inc.	121,660		32,606,097
Berkshire Hathaway Inc., Cl. B	279,258	^a	78,415,646
CME Group Inc.	203,643		39,834,607
Morgan Stanley	445,963		38,004,967
The Charles Schwab Corp.	133,638		9,481,616
The Goldman Sachs Group Inc.	143,864		47,859,237
Voya Financial Inc.	535,965		32,977,926
			279,180,096
Energy - 11.5%
Devon Energy Corp.	415,044		29,310,407
EQT Corp.	346,033		16,540,377
Exxon Mobil Corp.	842,836		80,566,693
Hess Corp.	255,677		30,880,668
Marathon Petroleum Corp.	428,507		43,172,080



Description	Shares		Value ($)
Common Stocks - 98.3% (continued)
Energy - 11.5% (continued)
Schlumberger NV	477,550		18,218,533
			218,688,758
Food, Beverage & Tobacco - 1.8%
Archer-Daniels-Midland Co.	223,743		19,664,772
Bunge Ltd.	155,783		15,449,000
			35,113,772
Health Care Equipment & Services - 14.1%
Alcon Inc.	315,906	^b	20,748,706
Becton Dickinson & Co.	176,291		44,499,374
Boston Scientific Corp.	935,390	^a	37,705,571
Centene Corp.	409,258	^a	36,726,813
Humana Inc.	32,093		15,461,766
Laboratory Corp. of America Holdings	64,565		14,544,558
McKesson Corp.	68,466		25,127,022
Medtronic PLC	375,569		33,020,026
The Cooper Companies	64,347		18,495,902
UnitedHealth Group Inc.	43,087		22,376,372
			268,706,110
Insurance - 8.9%
Aon PLC, Cl. A	66,522		18,576,934
Assurant Inc.	242,712		38,467,425
Chubb Ltd.	239,579		45,292,410
MetLife Inc.	500,753		32,213,441
The Hartford Financial Services Group Inc.	172,028		11,063,121
The Progressive Corp.	203,019		24,900,280
			170,513,611
Materials - 1.2%
Freeport-McMoRan Inc.	757,764		22,429,814
Media & Entertainment - 2.5%
Alphabet Inc., Cl. A	324,912	^a	35,161,977
The Interpublic Group of Companies	467,615		12,924,879
			48,086,856
Pharmaceuticals Biotechnology & Life Sciences - 7.3%
AbbVie Inc.	139,455		18,751,119
Biogen Inc.	41,651	^a	8,137,772
Danaher Corp.	149,027		40,223,878
Eli Lilly & Co.	76,341		22,996,199
Merck & Co.	363,155		30,998,911
Organon & Co.	648,010		18,487,725
			139,595,604
Semiconductors & Semiconductor Equipment - 1.0%
Qualcomm Inc.	137,424		18,177,072

STATEMENT OF INVESTMENTS (continued)



Description		Shares		Value ($)
Common Stocks - 98.3% (continued)
Software & Services - 2.0%
Check Point Software Technologies Ltd.		114,003	^a	13,707,721
Dolby Laboratories Inc., Cl. A		197,435		14,460,139
Fiserv Inc.		90,668	^a	9,174,695
				37,342,555
Technology Hardware & Equipment - 5.3%
Ciena Corp.		315,717	^a	16,019,481
Cisco Systems Inc.		828,189		37,036,612
Corning Inc.		411,882		14,135,790
F5 Inc.		94,295	^a	14,809,973
Hewlett Packard Enterprise Co.		1,393,593		18,952,865
				100,954,721
Transportation - .7%
FedEx Corp.		61,200		12,901,572
Utilities - 6.2%
Constellation Energy Corp.		633,356		51,675,516
Exelon Corp.		1,181,525		51,880,763
The AES Corp.		570,437		14,517,622
				118,073,901
Total Common Stocks (cost $1,722,493,886)				1,874,070,023
	1-Day Yield (%)
Investment Companies - .8%
Registered Investment Companies - .8%
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares (cost $15,035,152)	2.34	15,035,152	^c	15,035,152

Investment of Cash Collateral for Securities Loaned - .0%
Registered Investment Companies - .0%
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares (cost $187,600)	2.34	187,600	^c	187,600
Total Investments (cost $1,737,716,638)		99.1%		1,889,292,775
Cash and Receivables (Net)		.9%		17,009,988
Net Assets		100.0%		1,906,302,763

^a Non-income producing security.

^b Security, or portion thereof, on loan. At August 31, 2022, the value of the fund’s securities on loan was $4,648,532 and the value of the collateral was $4,675,323, consisting of cash collateral of $187,600 and U.S. Government & Agency securities valued at $4,487,723. In addition, the value of collateral may include pending sales that are also on loan.

^c Investment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.


Portfolio Summary (Unaudited) ^†	Value (%)
Financials	27.3
Health Care	21.4
Industrials	14.1
Energy	11.5
Information Technology	8.2
Utilities	6.2
Consumer Discretionary	4.1
Communication Services	2.5
Consumer Staples	1.8
Materials	1.2
Investment Companies	.8
	99.1

^† Based on net assets.

See notes to financial statements.


Affiliated Issuers
Description	Value ($) 8/31/2021	Purchases ($)^†	Sales ($)	Value ($) 8/31/2022	Dividends/ Distributions ($)
Registered Investment Companies - .8%
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - .8%	3,021,168	356,198,328	(344,184,344)	15,035,152	48,557
Investment of Cash Collateral for Securities Loaned - .0%
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - .0%	-	72,036,223	(71,848,623)	187,600	12,796	^††
Total - .8%	3,021,168	428,234,551	(416,032,967)	15,222,752	61,353

^† Includes reinvested dividends/distributions.

^†† Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

See notes to financial statements.

STATEMENT OF ASSETS AND LIABILITIES

August 31, 2022



	Cost	Value
Assets ($):
Investments in securities—See Statement of Investments (including securities on loan, valued at $4,648,532)—Note 1(c):
Unaffiliated issuers	1,722,493,886	1,874,070,023
Affiliated issuers	15,222,752	15,222,752
Receivable for shares of Common Stock subscribed		21,509,820
Dividends, interest and securities lending income receivable		3,958,412
Receivable for investment securities sold		3,756,303
Tax reclaim receivable—Note 1(b)		16,978
Prepaid expenses		88,254
		1,918,622,542
Liabilities ($):
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(c)		1,250,189
Payable for investment securities purchased		9,696,331
Payable for shares of Common Stock redeemed		898,905
Liability for securities on loan—Note 1(c)		187,600
Directors’ fees and expenses payable		20,636
Other accrued expenses		266,118
		12,319,779
Net Assets ($)		1,906,302,763
Composition of Net Assets ($):
Paid-in capital		1,587,619,919
Total distributable earnings (loss)		318,682,844
Net Assets ($)		1,906,302,763


Net Asset Value Per Share	Class A	Class C	Class I	Class Y
Net Assets ($)	896,290,973	11,719,457	757,566,509	240,725,824
Shares Outstanding	22,728,771	331,664	19,071,714	6,074,136
Net Asset Value Per Share ($)	39.43	35.34	39.72	39.63

See notes to financial statements.

STATEMENT OF OPERATIONS

Year Ended August 31, 2022




Investment Income ($):
Income:
Cash dividends (net of $10,811 foreign taxes withheld at source):
Unaffiliated issuers					29,366,003
Affiliated issuers					48,557
Income from securities lending—Note 1(c)					12,796
Interest					52
Total Income					29,427,408
Expenses:
Management fee—Note 3(a)					10,436,518
Shareholder servicing costs—Note 3(c)					3,186,977
Professional fees					104,821
Registration fees					101,171
Directors’ fees and expenses—Note 3(d)					92,211
Prospectus and shareholders’ reports					66,918
Distribution fees—Note 3(b)					64,244
Custodian fees—Note 3(c)					35,629
Loan commitment fees—Note 2					25,336
Chief Compliance Officer fees—Note 3(c)					17,169
Interest expense—Note 2					2,820
Miscellaneous					56,228
Total Expenses					14,190,042
Less—reduction in expenses due to undertaking—Note 3(a)					(187,165)
Net Expenses					14,002,877
Net Investment Income					15,424,531
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):
Net realized gain (loss) on investments and foreign currency transactions					255,088,410
Net change in unrealized appreciation (depreciation) on investments and foreign currency transactions					(234,045,533)
Net Realized and Unrealized Gain (Loss) on Investments					21,042,877
Net Increase in Net Assets Resulting from Operations					36,467,408

See notes to financial statements.

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended August 31,
	2022	2021
Operations ($):
Net investment income	15,424,531	14,642,447
Net realized gain (loss) on investments	255,088,410	288,628,473
Net change in unrealized appreciation (depreciation) on investments	(234,045,533)	248,196,725
Net Increase (Decrease) in Net Assets Resulting from Operations	36,467,408	551,467,645
Distributions ($):
Distributions to shareholders:
Class A	(172,945,161)	(19,041,891)
Class C	(1,451,936)	(200,903)
Class I	(97,232,481)	(10,550,171)
Class Y	(66,006,827)	(7,275,644)
Total Distributions	(337,636,405)	(37,068,609)
Capital Stock Transactions ($):
Net proceeds from shares sold:
Class A	97,741,023	34,136,670
Class C	7,564,168	1,211,874
Class I	434,795,690	92,552,281
Class Y	85,318,056	99,963,364
Distributions reinvested:
Class A	161,208,223	17,758,659
Class C	1,256,179	181,276
Class I	91,981,560	9,954,922
Class Y	33,442,482	3,943,366
Cost of shares redeemed:
Class A	(91,470,743)	(94,142,782)
Class C	(2,668,266)	(6,489,264)
Class I	(154,340,139)	(110,915,218)
Class Y	(161,056,793)	(64,179,793)
Increase (Decrease) in Net Assets from Capital Stock Transactions	503,771,440	(16,024,645)
Total Increase (Decrease) in Net Assets	202,602,443	498,374,391
Net Assets ($):
Beginning of Period	1,703,700,320	1,205,325,929
End of Period	1,906,302,763	1,703,700,320


		Year Ended August 31,
		2022	2021
Capital Share Transactions (Shares):
Class A^a,b
Shares sold		2,415,677	828,410
Shares issued for distributions reinvested		4,062,707	474,450
Shares redeemed		(2,180,376)	(2,361,065)
Net Increase (Decrease) in Shares Outstanding		4,298,008	(1,058,205)
Class C^a,b
Shares sold		205,774	29,579
Shares issued for distributions reinvested		35,138	5,261
Shares redeemed		(69,322)	(181,276)
Net Increase (Decrease) in Shares Outstanding		171,590	(146,436)
Class I^a
Shares sold		10,622,754	2,186,641
Shares issued for distributions reinvested		2,305,302	264,829
Shares redeemed		(3,757,002)	(2,784,415)
Net Increase (Decrease) in Shares Outstanding		9,171,054	(332,945)
Class Y^a
Shares sold		2,061,074	2,380,906
Shares issued for distributions reinvested		840,475	105,128
Shares redeemed		(3,870,709)	(1,575,676)
Net Increase (Decrease) in Shares Outstanding		(969,160)	910,358

^a	During the period ended August 31, 2022, 87,969 Class Y shares representing $3,670,947 were exchanged for 87,775 Class I shares, 439 Class A shares representing $17,582 were exchanged for 437 Class I shares. During the period ended August 31, 2021, 33,586 Class Y shares representing $1,451,558 were exchanged for 33,526 Class I shares, 2,071 Class Y shares representing $78,874 were exchanged for 2,081 Class A shares, 173 Class C shares representing $7,212 were exchanged for 158 Class I shares and 103 Class A shares representing $4,595 were exchanged for 102 Class I shares.
^b	During the period ended August 31, 2022, 1,056 Class C shares representing $39,636 were automatically converted to 951 Class A shares and during the period ended August 31, 2021, 2,948 Class C shares representing $108,123 were automatically converted to 2,710 Class A shares.
See notes to financial statements.

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 August 31,
	Year Ended August 31,
Class A Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	47.84	33.28	34.61	42.18	40.12
Investment Operations:
Net investment income^a	.32	.36	.47	.57	.49
Net realized and unrealized gain (loss) on investments	.86	15.20	(.56)	(2.67)	5.86
Total from Investment Operations	1.18	15.56	(.09)	(2.10)	6.35
Distributions:
Dividends from net investment income	(.46)	(.22)	(.57)	(.63)	(.39)
Dividends from net realized gain on investments	(9.13)	(.78)	(.67)	(4.84)	(3.90)
Total Distributions	(9.59)	(1.00)	(1.24)	(5.47)	(4.29)
Net asset value, end of period	39.43	47.84	33.28	34.61	42.18
Total Return (%)^b	2.34	47.60	(.55)	(4.40)	16.68
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.94	.95	.97	.96	.95
Ratio of net expenses to average net assets	.93	.93	.93	.93	.93
Ratio of net investment income to average net assets	.76	.88	1.42	1.58	1.19
Portfolio Turnover Rate	115.23	108.10	103.12	97.03	105.82
Net Assets, end of period ($ x 1,000)	896,291	881,741	648,545	728,146	856,213

^a Based on average shares outstanding.

^b Exclusive of sales charge.

See notes to financial statements.



	Year Ended August 31,
Class C Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	43.80	30.58	31.84	39.20	37.52
Investment Operations:
Net investment income^a	.01	.04	.20	.27	.17
Net realized and unrealized gain (loss) on investments	.79	13.96	(.53)	(2.48)	5.48
Total from Investment Operations	.80	14.00	(.33)	(2.21)	5.65
Distributions:
Dividends from net investment income	(.13)	-	(.26)	(.31)	(.07)
Dividends from net realized gain on investments	(9.13)	(.78)	(.67)	(4.84)	(3.90)
Total Distributions	(9.26)	(.78)	(.93)	(5.15)	(3.97)
Net asset value, end of period	35.34	43.80	30.58	31.84	39.20
Total Return (%)^b	1.59	46.48	(1.29)	(5.12)	15.86
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	1.72	1.73	1.73	1.71	1.71
Ratio of net expenses to average net assets	1.68	1.68	1.68	1.68	1.68
Ratio of net investment income to average net assets	.02	.11	.66	.83	.45
Portfolio Turnover Rate	115.23	108.10	103.12	97.03	105.82
Net Assets, end of period ($ x 1,000)	11,719	7,011	9,372	16,615	29,482

^a Based on average shares outstanding.

^b Exclusive of sales charge.

See notes to financial statements.

FINANCIAL HIGHLIGHTS (continued)



	Year Ended August 31,
Class I Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	48.13	33.47	34.80	42.33	40.25
Investment Operations:
Net investment income^a	.43	.47	.56	.66	.59
Net realized and unrealized gain (loss) on investments	.86	15.28	(.56)	(2.68)	5.88
Total from Investment Operations	1.29	15.75	(.00)^b	(2.02)	6.47
Distributions:
Dividends from net investment income	(.57)	(.31)	(.66)	(.67)	(.49)
Dividends from net realized gain on investments	(9.13)	(.78)	(.67)	(4.84)	(3.90)
Total Distributions	(9.70)	(1.09)	(1.33)	(5.51)	(4.39)
Net asset value, end of period	39.72	48.13	33.47	34.80	42.33
Total Return (%)	2.60	47.97	(.30)	(4.16)	16.99
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.69	.70	.71	.71	.72
Ratio of net expenses to average net assets	.68	.68	.68	.68	.68
Ratio of net investment income to average net assets	1.02	1.13	1.67	1.83	1.44
Portfolio Turnover Rate	115.23	108.10	103.12	97.03	105.82
Net Assets, end of period ($ x 1,000)	757,567	476,540	342,508	452,432	510,020

^a Based on average shares outstanding.

^b Amount represents less than $.01 per share.

See notes to financial statements.



	Year Ended August 31,
Class Y Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	48.05	33.41	34.74	42.35	40.25
Investment Operations:
Net investment income^a	.45	.49	.57	.67	.62
Net realized and unrealized gain (loss) on investments	.85	15.25	(.56)	(2.68)	5.87
Total from Investment Operations	1.30	15.74	.01	(2.01)	6.49
Distributions:
Dividends from net investment income	(.59)	(.32)	(.67)	(.76)	(.49)
Dividends from net realized gain on investments	(9.13)	(.78)	(.67)	(4.84)	(3.90)
Total Distributions	(9.72)	(1.10)	(1.34)	(5.60)	(4.39)
Net asset value, end of period	39.63	48.05	33.41	34.74	42.35
Total Return (%)	2.64	48.06	(.27)	(4.13)	17.05
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.63	.64	.65	.65	.64
Ratio of net expenses to average net assets	.63	.64	.65	.65	.64
Ratio of net investment income to average net assets	1.04	1.18	1.70	1.84	1.50
Portfolio Turnover Rate	115.23	108.10	103.12	97.03	105.82
Net Assets, end of period ($ x 1,000)	240,726	338,408	204,901	240,163	529,206

^a Based on average shares outstanding.

See notes to financial statements.

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Dynamic Value Fund (the “fund”) is a separate diversified series of BNY Mellon Advantage Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering eight series, including the fund. The fund’s investment objective is to seek capital appreciation. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Newton Investment Management North America, LLC (the “Sub-Adviser”), a wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, serves as the fund’s sub-adviser.

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 800 million shares of $.001 par value Common Stock. The fund currently has authorized four classes of shares: Class A (300 million shares authorized), Class C (100 million shares authorized), Class I (250 million shares authorized), and Class Y (150 million shares authorized). Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including BNY Mellon and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the 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 Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

NOTES TO FINANCIAL STATEMENTS (continued)

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:

On July 26, 2022 the Company’s Board of Directors (the “Board”) approved, effective September 8, 2022, 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 adopted all other updates pursuant to Rule 2A-5.

Investments in equity securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. For open short positions, asked prices are used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are generally categorized within Level 1 of the fair value hierarchy.

Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.

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 August 31, 2022 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	1,874,070,023	-	-	1,874,070,023
Investment Companies	15,222,752	-	-	15,222,752

^† 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.

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

NOTES TO FINANCIAL STATEMENTS (continued)

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 August 31, 2022, if any, are disclosed in the fund’s Statement of Assets and Liabilities.

(c) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

Pursuant to a securities lending agreement with BNY Mellon, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, BNY Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended August 31, 2022, BNY Mellon earned $1,744 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

(d) Affiliated issuers: Investments in other investment companies advised by the Adviser are considered “affiliated” under the Act.

(e) Risk: Certain events particular to the industries in which the fund’s investments conduct their operations, as well as general economic, political

and public health conditions, may have a significant negative impact on the investee’s operations and profitability. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or other serious public health concern could have, a significant negative impact on economic and market conditions and could trigger a prolonged period of global economic slowdown. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

(f) Dividends and distributions to shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from net investment income and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

(g) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income and net realized capital gain sufficient to relieve it from substantially all federal income and excise taxes.

NOTES TO FINANCIAL STATEMENTS (continued)

As of and during the period ended August 31, 2022, 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 August 31, 2022, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended August 31, 2022 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At August 31, 2022, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $35,111,358, undistributed capital gains $150,712,547 and unrealized appreciation $132,858,939.

The tax character of distributions paid to shareholders during the fiscal years ended August 31, 2022 and August 31, 2021 were as follows: ordinary income $102,630,678 and $9,311,148, and long-term capital gains $235,005,727 and $27,757,461, respectively.

During the period ended August 31, 2022, as a result of permanent book to tax differences, primarily due to the tax treatment for treating a portion of the proceeds from redemptions as a distribution for tax purposes, the fund decreased total distributable earnings (loss) by $19,736,411 and increased paid-in capital by the same amount. Net assets and net asset value per share were not affected by this reclassification.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY Mellon (the “BNYM Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.

The average amount of borrowings outstanding under the Facilities during the period ended August 31, 2022 was approximately $270,959 with a related weighted average annualized interest rate of 1.04%.

NOTE 3—Management Fee, Sub-Advisory Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement with the Adviser the management fee is computed at the annual rate of .60% of the value of the fund’s average daily net assets and is payable monthly. The Adviser has contractually agreed, from September 1, 2021 through December 31, 2022, to waive receipt of its fees and/or assume the direct expenses of the fund, so that the direct expenses of none of the fund’s share classes (excluding Rule 12b-1 Distribution plan fees, Shareholder Services plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed .68% of the value of the fund’s average daily net assets. On or after December 31, 2022, the Adviser may terminate this expense limitation agreement at any time. The reduction in expenses, pursuant to the undertaking amounted to $187,165 during the period ended August 31, 2022.

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 .288% of the value of the fund’s average daily net assets.

During the period ended August 31, 2022, the Distributor retained $43,931 from commissions earned on sales of the fund’s Class A shares, $1,000 and $2,881 from CDSC fees on redemptions of the fund’s Class A and Class C shares, respectively.

(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 August 31, 2022, Class C shares were charged $64,244 pursuant to the Distribution Plan.

NOTES TO FINANCIAL STATEMENTS (continued)

other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended August 31, 2022, Class A and Class C shares were charged $2,208,564 and $21,415, 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 net earnings credits, if any, as shareholder servicing costs 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 inclusive of earnings credits, if any, 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 August 31, 2022, the fund was charged $180,741 for transfer agency services, inclusive of earnings credit, if any. These fees are included in Shareholder servicing costs in the Statement of Operations.

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 August 31, 2022, the fund was charged $35,629 pursuant to the custody agreement.

During the period ended August 31, 2022, the fund was charged $17,169 for services performed by the Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fee of $983,555, Distribution plan fees of $7,293, Shareholder Services plan fees of $196,804, Custodian fees of $15,500, Chief Compliance Officer fees of $2,539 and Transfer Agent fees of $44,498.

(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 August 31, 2022, amounted to $2,154,585,722 and $1,997,037,453, respectively.

At August 31, 2022, the cost of investments for federal income tax purposes was $1,756,433,519 accordingly, accumulated net unrealized appreciation on investments was $132,859,256, consisting of $223,738,175 gross unrealized appreciation and $90,878,919 gross unrealized depreciation.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon Dynamic Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Dynamic Value Fund (the “Fund”) (one of the funds constituting BNY Mellon Advantage Funds, Inc.), including the statement of investments, as of August 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Advantage Funds, Inc.) at August 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2022, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other audit 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
October 24, 2022

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby reports 27.49% of the ordinary dividends paid during the fiscal year ended August 31, 2022 as qualifying for the corporate dividends received deduction. 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, $31,384,683 represents the maximum amount that may be considered qualified dividend income. The fund also hereby reports $2.4179 per share as a short-term capital gain distribution and $6.714 per share as a long-term capital gain distribution paid on December 8, 2021. Shareholders will receive notification in early 2023 of the percentage applicable to the preparation of their 2022 income tax returns.

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)

At a meeting of the fund’s Board of Directors held on March 8-9, 2022, the Board considered the renewal of the fund’s Management Agreement, pursuant to which the Adviser provides the fund with investment advisory and administrative services, and the Sub-Investment Advisory Agreement (together with the Management Agreement, the “Agreements”), pursuant to which Newton Investment Management 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.

retail and institutional multi-cap value funds (the “Performance Universe”), all for various periods ended December 31, 2021, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all institutional multi-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 discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was above the Performance Group and Performance Universe medians, and ranked in the first quartile, for all periods and ranked first in the Performance Group for the one-, two-, three- and ten-year periods. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index, and it was noted that the fund’s returns were above the returns of the index in eight of the ten calendar years shown. The Board noted that the fund had a four star rating for each of the three- and ten-year periods and a four star overall rating from Morningstar based on Morningstar’s risk-adjusted return measures.

Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year, which included reductions for a fee waiver arrangement in place that reduced the management fee paid to the Adviser. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

The Board considered that the fund’s contractual management fee was lower than the Expense Group median contractual management fee, the fund’s actual management fee was lower than the Expense Group median and lower than the Expense Universe median actual management fee and the fund’s total expenses were lower than the Expense Group median and lower than the Expense Universe median total expenses.

Representatives of the Adviser stated that the Adviser has contractually agreed, until December 31, 2022, 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 classes (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed .68% of the fund’s average daily net assets.

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

Representatives of the Adviser reviewed with the Board the management or investment advisory fees paid to the Adviser or the Sub-Adviser for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee. Representatives of the Adviser noted that there were no other funds advised by the Adviser that are in the same Lipper category as the fund.

The Board considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its fee from the fund, and not the fund.

Analysis of Profitability and Economies of Scale. Representatives of the Adviser reviewed the expenses allocated and profit received by the Adviser and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to the Adviser and its affiliates for managing the funds in the BNY Mellon fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not excessive, given the services rendered and service levels provided by the Adviser and its affiliates. The Board also considered the expense limitation arrangement and its effect on the profitability of the Adviser and its affiliates. The Board also had been provided with information prepared by an independent consulting firm regarding the Adviser’s approach to allocating costs to, and determining the profitability of, individual funds and the entire BNY Mellon fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since the Adviser, and not the fund, pays the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’s profitability to be relevant to its deliberations. Representatives of the Adviser stated that, 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-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 performance.

· The Board concluded that the fees paid to the Adviser and the Sub-Adviser continued to be appropriate under the circumstances and in light of the factors and the totality of the services provided as discussed above.

· The Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Management Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

In evaluating the Agreements, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with the Adviser and its affiliates and the Sub-Adviser, of the Adviser and the Sub-Adviser and the services provided to the fund by the Adviser and the Sub-Adviser. The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreements, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for the fund had the benefit of a number of years of reviews of the Agreements for the fund, or substantially similar agreements for other BNY Mellon funds that the Board oversees, during which lengthy discussions took place between the Board and representatives of the Adviser. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may 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.

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

Effective June 1, 2019, 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, 2021 to December 31, 2021, 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.

BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (78)

Chairman of the Board (1995)

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-Present)

No. of Portfolios for which Board Member Serves: 94

———————

Peggy C. Davis (79)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Shad Professor of Law, New York University School of Law (1983-Present)

No. of Portfolios for which Board Member Serves: 33

———————

Gina D. France (64)

Board Member (2019)

Principal Occupation During Past 5 Years:

· France Strategic Partners, a strategy and advisory firm serving corporate clients across the United States, Founder, President and Chief Executive Officer (2003-Present)

Other Public Company Board Memberships During Past 5 Years:

· Huntington Bancshares, a bank holding company headquartered in Columbus, Ohio, Director (2016-Present)

· Cedar Fair, L.P., a publicly-traded partnership that owns and operates amusement parks and hotels in the U.S. and Canada, Director (2011-Present)

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2015-Present)

· FirstMerit Corporation, a diversified financial services company, Director (2004-2016)

No. of Portfolios for which Board Member Serves: 23

———————

Joan Gulley (74)

Board Member (2017)

Principal Occupation During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 40

———————

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Robin A. Melvin (58)

Board Member (2012)

Principal Occupation During Past 5 Years:

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

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

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

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: 72

———————

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.

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 Product, BNY Mellon Investment Management since January 2018; and Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017. He is an officer of 55 investment companies (comprised of 108 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 44 years old and has been an employee of BNY Mellon since 2005.

JAMES WINDELS, Treasurer since November 2001.

Vice President of the Adviser since September 2020; and Director–BNY Mellon Fund Administration. He is an officer of 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 63 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 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 54 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 56 investment companies (comprised of 129 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 December 1996.

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

Managing Counsel of BNY Mellon since December 2021, Counsel of BNY Mellon from August 2018 to December 2021; and Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018. She is an officer of 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 32 years old and has been an employee of the Adviser since August 2018.

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; Managing Counsel of BNY Mellon from December 2017 to September 2021; and Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 46 years old and has been an employee of the Adviser since March 2013.

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

Senior Managing Counsel of BNY Mellon. He is an officer of 56 investment companies (comprised of 129 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 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; and Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 37 years old and has been an employee of the Adviser since June 2019.

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 55 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 37 years old and has been an employee of BNY Mellon since May 2016.

DANIEL GOLDSTEIN, Vice President since March 2022.

Vice President and Head of Product Development of North America Product, BNY Mellon Investment Management since January 2018; Co-Head of Product Management, Development & Oversight of North America Product, BNY Mellon Investment Management from January 2010 to January 2018; and Senior Vice President, Development & Oversight of North America Product, BNY Mellon Investment Management since 2010. He is an officer of 55 investment companies (comprised of 108 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Distributor since 1991.

JOSEPH MARTELLA, Vice President since March 2022.

Vice President and Head of Product Management of North America Product, BNY Mellon Investment Management since January 2018; Director of Product Research and Analytics of North America Product, BNY Mellon Investment Management from January 2010 to January 2018; and Senior Vice President of North America Product, BNY Mellon Investment Management since 2010. He is an officer of 55 investment companies (comprised of 108 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 45 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 56 investment companies (comprised of 129 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 54 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 56 investment companies (comprised of 129 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 June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

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 an officer of 55 investment companies (comprised of 115 portfolios) managed by the Adviser. He is 65 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 48 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 54 years old and has been an employee of the Distributor since 1997.

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For More Information

BNY Mellon Dynamic Value Fund

240 Greenwich Street

New York, NY 10286

Adviser

BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, NY 10286

Sub-Adviser

Newton Investment Management

North America, LLC

BNY Mellon Center

201 Washington Street

Boston, MA 02108

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:DAGVX Class C:DCGVX Class I:DRGVX Class Y:DRGYX

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.


© 2022 BNY Mellon Securities Corporation 0257AR0822

BNY Mellon Opportunistic Midcap Value Fund

ANNUAL REPORT

August 31, 2022

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.

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

Contents

THE FUND


Discussion of Fund Performance	2
Fund Performance	5
Understanding Your Fund’s Expenses	8
Comparing Your Fund’s Expenses With Those of Other Funds	8
Statement of Investments	9
Statement of Assets and Liabilities	14
Statement of Operations	15
Statement of Changes in Net Assets	16
Financial Highlights	18
Notes to Financial Statements	22
Report of Independent Registered Public Accounting Firm	33
Important Tax Information	34
Information About the Renewal of the Fund’s Management and Sub-Investment Advisory Agreements	35
Liquidity Risk Management Program	43
Board Members Information	44
Officers of the Fund	46

FOR MORE INFORMATION

Back Cover

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from September 1, 2021, through August 31, 2022, as provided by R. Patrick Kent, lead portfolio manager, James Boyd and Andrew Leger, portfolio managers of Newton Investment Management North America, LLC (NIMNA), sub-adviser

Market and Fund Performance Overview

For the 12-month period ended August 31, 2022, BNY Mellon Opportunistic Midcap Value Fund’s (the “fund”) A shares produced a total return of −6.05%, Class C shares returned −6.79%, Class I shares returned −5.84% and Class Y shares returned −5.78%.¹ In comparison, the fund’s benchmark, the Russell Midcap^{^®} Value Index (the “Index”), produced a −7.80% total return for the same period.²

Mid-cap stocks lost ground over the reporting period as supply-chain bottlenecks, inflation, rising interest rates, a slower economy and the Russia/Ukraine conflict weighed on performance. The fund shares outperformed the Index due to favorable security selection.

The Fund’s Investment Approach

The fund seeks to surpass the performance of the Index. As of November 30, 2021, the market capitalizations of the smallest and largest companies included in the index were approximately $406 million and $60 billion, respectively, and the weighted average and median market capitalizations of the index were approximately $22 billion and $11 billion, respectively. The fund’s portfolio managers identify potential investments through extensive quantitative and fundamental research. The fund focuses on individual stock selection (a “bottom-up” approach), emphasizing three key factors: relative value, business health, and business momentum.

The fund’s portfolio managers identify potential investments through extensive fundamental and quantitative research. The fund focuses on individual stock selection (a “bottom-up” approach), emphasizing three key factors: relative value, business health and business momentum.

The fund’s portfolio managers use an opportunistic value approach to identify stocks whose current market prices trade at a large discount to their intrinsic value, as calculated by the portfolio managers. The opportunistic value style attempts to benefit from valuation inefficiencies and underappreciated, fundamental prospects present in the marketplace. The portfolio managers use mid-cycle estimates, growth prospects, the identification of a revaluation catalyst and competitive advantages as some of the factors in the valuation assessment.

Investor Sentiment, Inflation and Economic Weakness Hinder Markets

both June and July 2022, bringing the target rate to between 2.25% and 2.50%. Most other central banks also raised their policy rates.

China’s intermittent shutdowns, in response to a reemergence of the pandemic, continued to hamper supply chains, which also contributed to rising prices around the globe. Geopolitics weighed on markets when Russia invaded Ukraine, amplifying a sell-off in the global equity markets as the impact of war exacerbated global inflation.

Security Selection Aided Performance

The fund outperformed the Index over the reporting period primarily as a result of favorable security selection. In the financials sector, the fund’s position in LPL Financial Holdings, an advisory firm, was beneficial as much of the capital markets industry performed well. Holdings in the diversified financials industry also contributed positively, as did a position in Popular, a Puerto Rico-based bank. In the insurance industry, the fund’s position in Reinsurance Group of America also added to performance. In the utilities sector, shares of Constellation Energy, which focuses on nuclear energy and renewables, performed well. In the energy sector, the fund’s position in EQT, a producer and distributor of natural gas, also enhanced returns. Shares of Pioneer Natural Resources and Valero Energy also boosted performance.

On a less positive note, certain stock selections detracted from relative performance. In the information technology sector, positions in some payment processing firms, such as Euronet Worldwide, hampered performance. Shares of Splunk, a software company, also detracted from returns as the company lowered its guidance. In the real estate sector, returns were weakened primarily by a large position in Zillow Group, a real estate information company, which has been hurt by speculation in the residential market. In the consumer discretionary sector, shares of Under Armour were expected to do well, but supply-chain problems and the exit of its new CEO hurt returns. The fund’s position in Expedia Group, the online travel firm, and Norwegian Cruise Line Holdings also detracted as the companies were hurt by investor concerns about weakening consumer spending.

Slower Growth Likely in the Short Term

Economic uncertainty has weighed on the market, and this is likely to continue in the near term. We believe corporate earnings are likely to decline as the economy slows in the coming months, and for this reason, we have positioned the fund defensively. Further out, we anticipate mid-cap stocks could outperform as they are attractively valued versus large caps.

September 15, 2022

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

¹ Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. The fund’s returns reflect the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement in effect through December 31, 2022, at which time it may be extended, terminated or modified. Had these expenses not been absorbed, the fund’s returns would have been lower.

² Source: Lipper Inc. — The Russell Midcap^{^®} Value Index measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap^{^®} Index companies that are considered more value-oriented relative to the overall market, as defined by Russell’s leading style methodology. The Index is constructed to provide a comprehensive and unbiased barometer of the mid-cap value market. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap value market. Investors cannot invest directly in any index.

Please note: the position in any security highlighted with italicized typeface was sold during the reporting period.

Stocks of small- and/or mid-cap companies often experience sharper price fluctuations than stocks of large-cap companies.

Equities are subject to market, market sector, market liquidity, issuer and investment style risks, among other factors, to varying degrees. Investing in foreign denominated and/or domiciled securities involves special risks, including changes in currency exchange rates, political, economic, and social instability, limited company information, differing auditing and legal standards, and less market liquidity. These risks generally are greater with emerging market countries.

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 Opportunistic Midcap Value Fund with a hypothetical investment of $10,000 in the Russell Midcap^{^®} Value 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 each of the Class A shares, Class C shares, and Class I shares of BNY Mellon Opportunistic Midcap Value Fund on 8/31/12 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 Class A shares, Class C shares, and Class I shares. The Index measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap^{^®}Index companies that are considered more value-oriented relative to the overall market as defined by Russell’s leading style methodology. The Index is constructed to provide a comprehensive and unbiased barometer of the mid-cap value market. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap value market. 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.

FUND PERFORMANCE (Unaudited) (continued)

Comparison of change in value of a $1,000,000 investment in Class Y shares of BNY Mellon Opportunistic Midcap Value Fund with a hypothetical investment of $1,000,000 in the Russell Midcap^{^®} Value Index (the “Index”).

^† Source: Lipper Inc.

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 Opportunistic Midcap Value Fund on 8/31/12 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 on Class Y shares. The Index measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap^{^®}Index companies that are considered more value-oriented relative to the overall market as defined by Russell’s leading style methodology. The Index is constructed to provide a comprehensive and unbiased barometer of the mid-cap value market. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap value market. 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.


Average Annual Total Returns as of 8/31/2022
	Inception Date	1 Year	5 Years	10 Years
Class A shares
with maximum sales charge (5.75%)	9/29/95	-11.44%	6.55%	9.65%
without sales charge	9/29/95	-6.05%	7.82%	10.30%
Class C shares
with applicable redemption charge ^†	5/30/08	-7.59%	6.98%	9.46%
without redemption	5/30/08	-6.79%	6.98%	9.46%
Class I shares	5/30/08	-5.84%	8.06%	10.56%
Class Y shares	7/1/13	-5.78%	8.17%	10.64%^††
Russell Midcap^{^®} Value Index		-7.80%	7.49%	10.81%

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

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Opportunistic Midcap Value Fund from March 1, 2022 to August 31, 2022. 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 August 31, 2022

	Class A	Class C	Class I	Class Y
Expenses paid per $1,000^†	$5.43	$9.33	$4.46	$3.92
Ending value (after expenses)	$941.40	$938.10	$942.70	$942.70

COMPARING YOUR FUND’S EXPENSES WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC’s method to compare expenses


Expenses and Value of a $1,000 Investment
Assuming a hypothetical 5% annualized return for the six months ended August 31, 2022

		Class A	Class C	Class I	Class Y
Expenses paid per $1,000^†		$5.65	$9.70	$4.63	$4.08
Ending value (after expenses)		$1,019.61	$1,015.58	$1,020.62	$1,021.17
^†	Expenses are equal to the fund’s annualized expense ratio of 1.11% for Class A, 1.91% for Class C, .91% for Class I and .80% for Class Y, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

STATEMENT OF INVESTMENTS

August 31, 2022



Description	Shares		Value ($)
Common Stocks - 95.3%
Banks - 3.1%
Huntington Bancshares Inc.	442,320		5,927,088
Popular Inc.	94,485		7,296,132
			13,223,220
Capital Goods - 4.3%
CNH Industrial NV	603,888		7,385,550
Quanta Services Inc.	75,394		10,653,172
			18,038,722
Commercial & Professional Services - 3.3%
Clarivate PLC	358,103	^a	4,179,062
Ritchie Bros Auctioneers Inc.	140,276		9,726,738
			13,905,800
Consumer Durables & Apparel - 5.7%
Hasbro Inc.	109,552		8,634,889
Newell Brands Inc.	260,784	^b	4,654,994
Skechers USA Inc., CI. A	162,729	^a	6,151,156
Tapestry Inc.	135,595		4,709,214
			24,150,253
Consumer Services - 7.9%
ADT Inc.	558,795		4,073,615
Aramark	307,737		10,989,288
Expedia Group Inc.	71,413	^a	7,330,544
Norwegian Cruise Line Holdings Ltd.	297,468	^a,b	3,890,881
Terminix Global Holdings Inc.	162,157	^a	6,915,996
			33,200,324
Diversified Financials - 7.0%
Ares Management Corp., Cl. A	100,522		7,452,701
Capital One Financial Corp.	44,127		4,669,519
LPL Financial Holdings Inc.	43,230		9,568,096
Voya Financial Inc.	131,004		8,060,676
			29,750,992
Energy - 7.4%
EQT Corp.	271,963		12,999,831
Pioneer Natural Resources Co.	34,148		8,646,957
Valero Energy Corp.	81,691		9,567,650
			31,214,438
Food, Beverage & Tobacco - 3.3%
Conagra Brands Inc.	213,507		7,340,371
Molson Coors Beverage Co., Cl. B	131,713		6,805,611
			14,145,982
Health Care Equipment & Services - 7.8%
Alcon Inc.	59,370		3,899,422

STATEMENT OF INVESTMENTS (continued)



Description	Shares		Value ($)
Common Stocks - 95.3% (continued)
Health Care Equipment & Services - 7.8% (continued)
Centene Corp.	118,705	^a	10,652,587
Encompass Health Corp.	146,652		7,122,888
Laboratory Corp. of America Holdings	21,183		4,771,894
Zimmer Biomet Holdings Inc.	62,179		6,610,871
			33,057,662
Insurance - 4.2%
Arch Capital Group Ltd.	137,583	^a	6,290,295
Assurant Inc.	27,919		4,424,882
Reinsurance Group of America Inc.	55,147		6,913,228
			17,628,405
Materials - 2.7%
Freeport-McMoRan Inc.	145,254		4,299,518
Newmont Corp.	168,122		6,953,526
			11,253,044
Media & Entertainment - 1.7%
Activision Blizzard Inc.	89,167		6,998,718
Pharmaceuticals Biotechnology & Life Sciences - 7.8%
Elanco Animal Health Inc.	360,045	^a	5,447,481
Neurocrine Biosciences Inc.	48,789	^a	5,104,793
Sarepta Therapeutics Inc.	92,784	^a	10,148,714
Syneos Health Inc.	83,077	^a	4,993,758
United Therapeutics Corp.	33,103	^a	7,501,802
			33,196,548
Real Estate - 6.9%
Alexandria Real Estate Equities Inc.	36,778	^c	5,641,745
CBRE Group Inc., Cl. A	86,337	^a	6,817,169
Digital Realty Trust Inc.	57,003	^c	7,047,281
Equity Residential	110,789	^c	8,107,539
Zillow Group Inc., Cl. C	42,493	^a,b	1,421,816
			29,035,550
Retailing - 3.5%
Dollar Tree Inc.	70,180	^a	9,522,022
Ross Stores Inc.	60,983		5,261,003
			14,783,025
Software & Services - 6.2%
Dolby Laboratories Inc., Cl. A	62,690		4,591,416
Euronet Worldwide Inc.	71,739	^a	6,360,380
Global Payments Inc.	72,027		8,947,914
Splunk Inc.	71,285	^a	6,417,789
			26,317,499
Technology Hardware & Equipment - 3.4%
Nokia OYJ, ADR	1,728,048		8,726,642



Description		Shares		Value ($)
Common Stocks - 95.3% (continued)
Technology Hardware & Equipment - 3.4% (continued)
Western Digital Corp.		135,940	^a	5,744,824
				14,471,466
Transportation - .7%
Lyft Inc., Cl. A		190,901	^a	2,811,972
Utilities - 8.4%
Constellation Energy Corp.		176,006		14,360,330
Exelon Corp.		163,135		7,163,258
PPL Corp.		241,033		7,009,240
Vistra Energy Corp.		284,612		7,044,147
				35,576,975
Total Common Stocks (cost $349,288,869)				402,760,595

Exchange-Traded Funds - 1.0%
Registered Investment Companies - 1.0%
SPDR S&P MidCap 400 ETF Trust (cost $4,376,425)		9,474	^b	4,207,309

Private Equity - .4%
Software & Services - .4%
Databricks Inc. (cost $2,398,743)		32,643	^d	1,474,158
	1-Day Yield (%)
Investment Companies - 3.1%
Registered Investment Companies - 3.1%
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares (cost $13,031,737)	2.34	13,031,737	^e	13,031,737

STATEMENT OF INVESTMENTS (continued)



Description	1-Day Yield (%)	Shares		Value ($)
Investment of Cash Collateral for Securities Loaned - 1.3%
Registered Investment Companies - 1.3%
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares (cost $5,590,302)	2.34	5,590,302	^e	5,590,302
Total Investments (cost $374,686,076)		101.1%		427,064,101
Liabilities, Less Cash and Receivables		(1.1%)		(4,474,891)
Net Assets		100.0%		422,589,210

ADR—American Depository Receipt

ETF—Exchange-Traded Fund

SPDR—Standard & Poor's Depository Receipt

^a Non-income producing security.

^b Security, or portion thereof, on loan. At August 31, 2022, the value of the fund’s securities on loan was $8,677,398 and the value of the collateral was $9,007,830, consisting of cash collateral of $5,590,302 and U.S. Government & Agency securities valued at $3,417,528. In addition, the value of collateral may include pending sales that are also on loan.

^c Investment in real estate investment trust within the United States.

^d The fund held Level 3 securities at August 31, 2022. These securities were valued at $1,474,158 or .35% of net assets.

^e Investment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.


Portfolio Summary (Unaudited) ^†	Value (%)
Consumer Discretionary	17.1
Health Care	15.7
Financials	14.3
Information Technology	9.7
Utilities	8.4
Industrials	8.2
Energy	7.4
Real Estate	6.9
Investment Companies	5.4
Consumer Staples	3.3
Materials	2.7
Communication Services	1.7
Technology	.3
	101.1

^† Based on net assets.

See notes to financial statements.


Affiliated Issuers
Description	Value ($) 8/31/2021	Purchases ($)^†	Sales ($)	Value ($) 8/31/2022	Dividends/ Distributions ($)
Registered Investment Companies - 3.1%
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 3.1%	6,397,314	105,666,028	(99,031,605)	13,031,737	68,520
Investment of Cash Collateral for Securities Loaned - 1.3%
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - 1.3%	15,821,183	118,722,829	(128,953,710)	5,590,302	26,432	^††
Total - 4.4%	22,218,497	224,388,857	(227,985,315)	18,622,039	94,952

^† Includes reinvested dividends/distributions.

See notes to financial statements.

STATEMENT OF ASSETS AND LIABILITIES

August 31, 2022



	Cost	Value
Assets ($):
Investments in securities—See Statement of Investments (including securities on loan, valued at $8,677,398)—Note 1(c):
Unaffiliated issuers	356,064,037	408,442,062
Affiliated issuers	18,622,039	18,622,039
Receivable for shares of Common Stock subscribed		1,218,611
Dividends and securities lending income receivable		460,872
Tax reclaim receivable—Note 1(b)		18,357
Prepaid expenses		47,746
		428,809,687
Liabilities ($):
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(c)		355,660
Cash overdraft due to Custodian		2
Liability for securities on loan—Note 1(c)		5,590,302
Payable for shares of Common Stock redeemed		128,293
Directors’ fees and expenses payable		5,975
Other accrued expenses		140,245
		6,220,477
Net Assets ($)		422,589,210
Composition of Net Assets ($):
Paid-in capital		346,183,733
Total distributable earnings (loss)		76,405,477
Net Assets ($)		422,589,210


Net Asset Value Per Share	Class A	Class C	Class I	Class Y
Net Assets ($)	293,476,094	8,094,017	119,238,144	1,780,955
Shares Outstanding	9,870,738	346,859	4,028,805	60,099
Net Asset Value Per Share ($)	29.73	23.34	29.60	29.63

See notes to financial statements.

STATEMENT OF OPERATIONS

Year Ended August 31, 2022




Investment Income ($):
Income:
Cash dividends (net of $54,218 foreign taxes withheld at source):
Unaffiliated issuers					6,381,060
Affiliated issuers					68,520
Income from securities lending—Note 1(c)					26,432
Total Income					6,476,012
Expenses:
Management fee—Note 3(a)					3,536,521
Shareholder servicing costs—Note 3(c)					1,281,928
Professional fees					101,963
Distribution fees—Note 3(b)					85,212
Registration fees					69,690
Prospectus and shareholders’ reports					33,812
Directors’ fees and expenses—Note 3(d)					27,602
Chief Compliance Officer fees—Note 3(c)					17,169
Custodian fees—Note 3(c)					12,017
Loan commitment fees—Note 2					4,544
Miscellaneous					29,624
Total Expenses					5,200,082
Less—reduction in expenses due to undertaking—Note 3(a)					(92,609)
Net Expenses					5,107,473
Net Investment Income					1,368,539
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):
Net realized gain (loss) on investments and foreign currency transactions					28,607,669
Net change in unrealized appreciation (depreciation) on investments and foreign currency transactions					(57,226,212)
Net Realized and Unrealized Gain (Loss) on Investments					(28,618,543)
Net (Decrease) in Net Assets Resulting from Operations					(27,250,004)

See notes to financial statements.

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended August 31,
	2022	2021
Operations ($):
Net investment income	1,368,539	363,524
Net realized gain (loss) on investments	28,607,669	90,716,902
Net change in unrealized appreciation (depreciation) on investments	(57,226,212)	48,898,801
Net Increase (Decrease) in Net Assets Resulting from Operations	(27,250,004)	139,979,227
Distributions ($):
Distributions to shareholders:
Class A	(39,143,599)	(335,026)
Class C	(1,884,850)	-
Class I	(16,364,696)	(401,771)
Class Y	(673,118)	(23,223)
Total Distributions	(58,066,263)	(760,020)
Capital Stock Transactions ($):
Net proceeds from shares sold:
Class A	15,364,820	17,721,154
Class C	503,328	376,749
Class I	22,809,995	23,586,709
Class Y	646,566	630,980
Distributions reinvested:
Class A	36,818,716	314,931
Class C	1,859,138	-
Class I	15,754,358	385,156
Class Y	554,777	19,430
Cost of shares redeemed:
Class A	(47,904,282)	(51,928,896)
Class C	(6,773,252)	(8,939,738)
Class I	(42,404,164)	(38,679,440)
Class Y	(4,274,866)	(1,830,903)
Increase (Decrease) in Net Assets from Capital Stock Transactions	(7,044,866)	(58,343,868)
Total Increase (Decrease) in Net Assets	(92,361,133)	80,875,339
Net Assets ($):
Beginning of Period	514,950,343	434,075,004
End of Period	422,589,210	514,950,343


		Year Ended August 31,
		2022	2021
Capital Share Transactions (Shares):
Class A^a,b
Shares sold		477,218	544,119
Shares issued for distributions reinvested		1,166,626	10,265
Shares redeemed		(1,486,957)	(1,631,235)
Net Increase (Decrease) in Shares Outstanding		156,887	(1,076,851)
Class C^b
Shares sold		19,674	14,183
Shares issued for distributions reinvested		74,604	-
Shares redeemed		(262,548)	(337,997)
Net Increase (Decrease) in Shares Outstanding		(168,270)	(323,814)
Class I^a
Shares sold		722,440	739,518
Shares issued for distributions reinvested		502,211	12,620
Shares redeemed		(1,307,473)	(1,207,871)
Net Increase (Decrease) in Shares Outstanding		(82,822)	(455,733)
Class Y^a
Shares sold		20,390	19,168
Shares issued for distributions reinvested		17,674	636
Shares redeemed		(135,789)	(57,365)
Net Increase (Decrease) in Shares Outstanding		(97,725)	(37,561)

^a	During the period ended August 31, 2022, 1,805 Class A shares representing $56,801 were exchanged for 1,814 Class I shares and during the period ended August 31, 2021, 1,375 Class Y shares representing $41,097 were exchanged for 1,373 Class A shares.
^b	During the period ended August 31, 2021, 3,680 Class C shares representing $97,484 were automatically converted to 3,015 Class A shares.
See notes to financial statements.

FINANCIAL HIGHLIGHTS




	Year Ended August 31,
Class A Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	35.79	26.76	24.10	35.32	34.37
Investment Operations:
Net investment income (loss)^a	.08	.01	.03	.03	(.03)
Net realized and unrealized gain (loss) on investments	(2.00)	9.05	2.70	(4.32)	5.35
Total from Investment Operations	(1.92)	9.06	2.73	(4.29)	5.32
Distributions:
Dividends from net investment income	(.01)	(.03)	(.07)	-	-
Dividends from net realized gain on investments	(4.13)	-	-	(6.93)	(4.37)
Total Distributions	(4.14)	(.03)	(.07)	(6.93)	(4.37)
Net asset value, end of period	29.73	35.79	26.76	24.10	35.32
Total Return (%)^b	(6.05)	33.88	11.34	(10.64)	16.44
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	1.14	1.14	1.18	1.15	1.16
Ratio of net expenses to average net assets	1.12	1.14	1.18	1.15	1.16
Ratio of net investment income (loss) to average net assets	.25	.04	.13	.12	(.08)
Portfolio Turnover Rate	28.31	63.23	91.55	98.59	100.55
Net Assets, end of period ($ x 1,000)	293,476	347,690	288,719	343,673	484,169

^a Based on average shares outstanding.

^b Exclusive of sales charge.

See notes to financial statements.




	Year Ended August 31,
Class C Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	29.19	21.97	19.89	30.80	30.70
Investment Operations:
Net investment (loss)^a	(.14)	(.20)	(.13)	(.14)	(.25)
Net realized and unrealized gain (loss) on investments	(1.58)	7.42	2.21	(3.84)	4.72
Total from Investment Operations	(1.72)	7.22	2.08	(3.98)	4.47
Distributions:
Dividends from net investment income	-	-	(.00)^b	-	-
Dividends from net realized gain on investments	(4.13)	-	-	(6.93)	(4.37)
Total Distributions	(4.13)	-	(.00)^b	(6.93)	(4.37)
Net asset value, end of period	23.34	29.19	21.97	19.89	30.80
Total Return (%)^c	(6.79)	32.86	10.46	(11.34)	15.55
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	1.94	1.94	1.97	1.91	1.91
Ratio of net expenses to average net assets	1.92	1.94	1.97	1.91	1.91
Ratio of net investment (loss) to average net assets	(.54)	(.75)	(.64)	(.65)	(.84)
Portfolio Turnover Rate	28.31	63.23	91.55	98.59	100.55
Net Assets, end of period ($ x 1,000)	8,094	15,035	18,431	29,892	50,210

^a Based on average shares outstanding.

^b Amount is less than $.00 per share.

^c Exclusive of sales charge.

See notes to financial statements.

FINANCIAL HIGHLIGHTS (continued)




	Year Ended August 31,
Class I Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	35.65	26.65	24.00	35.14	34.27
Investment Operations:
Net investment income^a	.15	.08	.09	.11	.07
Net realized and unrealized gain (loss) on investments	(1.99)	9.01	2.68	(4.32)	5.32
Total from Investment Operations	(1.84)	9.09	2.77	(4.21)	5.39
Distributions:
Dividends from net investment income	(.08)	(.09)	(.12)	(.00)^b	(.15)
Dividends from net realized gain on investments	(4.13)	-	-	(6.93)	(4.37)
Total Distributions	(4.21)	(.09)	(.12)	(6.93)	(4.52)
Net asset value, end of period	29.60	35.65	26.65	24.00	35.14
Total Return (%)	(5.84)	34.17	11.55	(10.42)	16.74
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.94	.94	.96	.90	.89
Ratio of net expenses to average net assets	.92	.94	.96	.90	.89
Ratio of net investment income to average net assets	.45	.24	.35	.40	.19
Portfolio Turnover Rate	28.31	63.23	91.55	98.59	100.55
Net Assets, end of period ($ x 1,000)	119,238	146,592	121,710	197,290	507,298

^a Based on average shares outstanding.

^b Amount is less than $.00 per share.

See notes to financial statements.




	Year Ended August 31,
Class Y Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	35.70	26.69	24.05	35.22	34.34
Investment Operations:
Net investment income^a	.21	.12	.12	.12	.10
Net realized and unrealized gain (loss) on investments	(2.03)	9.02	2.69	(4.31)	5.33
Total from Investment Operations	(1.82)	9.14	2.81	(4.19)	5.43
Distributions:
Dividends from net investment income	(.12)	(.13)	(.17)	(.05)	(.18)
Dividends from net realized gain on investments	(4.13)	-	-	(6.93)	(4.37)
Total Distributions	(4.25)	(.13)	(.17)	(6.98)	(4.55)
Net asset value, end of period	29.63	35.70	26.69	24.05	35.22
Total Return (%)	(5.78)	34.33	11.71	(10.34)	16.84
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.83	.83	.84	.81	.79
Ratio of net expenses to average net assets	.81	.83	.84	.81	.79
Ratio of net investment income to average net assets	.65	.36	.47	.45	.30
Portfolio Turnover Rate	28.31	63.23	91.55	98.59	100.55
Net Assets, end of period ($ x 1,000)	1,781	5,634	5,215	9,176	15,538

^a Based on average shares outstanding.

See notes to financial statements.

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Opportunistic Midcap Value Fund (the “fund”) is a separate diversified series of BNY Mellon Advantage Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering eight series, including the fund. The fund’s investment objective is to seek to surpass the performance of the Russell Midcap^{^®} Value Index. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Newton Investment Management North America, LLC (the “Sub-Adviser”), a wholly-owned subsidiary of BNY Mellon and an affilate of the Adviser, serves as the fund’s sub-adviser.

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 800 million shares of $.001 par value Common Stock. The fund currently has authorized four classes of shares: Class A (350 million shares authorized), Class C (125 million shares authorized), Class I (175 million shares authorized) and Class Y (150 million shares authorized). Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including BNY Mellon and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses

on investments are allocated to each class of shares based on its relative net assets.

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.

NOTES TO FINANCIAL STATEMENTS (continued)

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.

For securities where observable inputs are limited, assumptions about market activity and risk are used and such securities are generally categorized within Level 3 of the fair value hierarchy.

Investment in private equity securities will be fair valued by the Board in accordance with valuation procedures approved by the Board. Those portfolio valuations will be based on unobservable inputs and certain assumptions about how market participants would price the instrument. The fund expects that inputs into the determination of fair value of those investments will require significant management judgment or estimation. Because valuations may fluctuate over short periods of time and may be based on estimates, fair value determinations may differ materially from the value received in an actual transaction. Additionally, valuations of private companies are inherently uncertain. The fund’s net asset value could be adversely affected if the fund’s determinations regarding the fair value of those investments were materially higher or lower than the values that it ultimately realized upon the disposal of such investments. These securities are categorized within Level 3 of the fair value hierarchy.

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 August 31, 2022 in valuing the fund’s investments:

NOTES TO FINANCIAL STATEMENTS (continued)


	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	402,760,595	-	-	402,760,595
Equity Securities - Private Equity	-	-	1,474,158	1,474,158
Exchange-Traded Funds	4,207,309	-	-	4,207,309
Investment Companies	18,622,039	-	-	18,622,039

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

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:


	Equity Securities-Common Stocks ($)
Balance as of 8/31/2021^†	2,398,743
Net realized gain (loss)	-
Change in unrealized appreciation (depreciation)	(924,585)
Purchases/Issuances	-
Sales/Dispositions	-
Transfers into Level 3	-
Transfer out of Level 3	-
Balances as of 8/31/2022^†	1,474,158
The amount of total net gains (loss) for the period included in earnings attributable to the change in unrealized appreciation (depreciation) relating to investments still held at 8/31/2022	(924,585)

^† Securities deemed as Level 3 due to the lack of observable inputs by management assessment.

The following table summarizes the significant unobservable inputs the fund used to value its investment categorized within Level 3 as of August 31, 2022. In addition to the techniques and inputs noted in the table below, according to the fund’s valuation policy, other valuation techniques and methodologies when determining the fund’s fair value measurements may be used. The below table is not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they are to the fund’s determination of fair values.


Asset Category- Issuer Name	Value ($)	Valuation Techniques/ Methodologies	Unobservable Inputs	Range	Weighted Average
Private Equity:
Databricks	1,474,158	Public Comparables/ Enterprise Value	Enterprise Value as Multiple of Revenue	15.9x-26.3x	19.7x

NOTES TO FINANCIAL STATEMENTS (continued)

of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, BNY Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended August 31, 2022, BNY Mellon earned $3,603 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

(d) Affiliated issuers: Investments in other investment companies advised by the Adviser are considered “affiliated” under the Act.

(e) Risk: Certain events particular to the industries in which the fund’s investments conduct their operations, as well as general economic, political and public health conditions, may have a significant negative impact on the investee’s operations and profitability. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or other serious public health concern could have, a significant negative impact on economic and market conditions and could trigger a prolonged period of global economic slowdown. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions

will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

Each tax year in the four-year period ended August 31, 2022 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At August 31, 2022, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $1,333,848, undistributed capital gains $23,811,831 and unrealized appreciation $51,259,798.

The tax character of distributions paid to shareholders during the fiscal years ended August 31, 2022 and August 31, 2021 were as follows: ordinary income $365,007 and $760,020 and long-term capital gains $57,701,256 and $0, respectively.

NOTE 2—Bank Lines of Credit:

NOTES TO FINANCIAL STATEMENTS (continued)

utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended August 31, 2022, the fund did not borrow under the Facilities.

NOTE 3—Management Fee, Sub-Advisory Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement with the Adviser, the management fee is computed at the annual rate of .75% of the value of the fund's average daily net assets and is payable monthly. The Adviser has contractually agreed from April 1, 2022 through December 31, 2022, to waive receipt of a portion of its management fee in the amount of .05% of the value of the fund’s average daily net assets. On or after December 31, 2022, the Adviser may terminate this waiver agreement at any time. The reduction in expenses, pursuant to the undertaking, amounted to $92,609 during the period ended August 31, 2022.

Pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .36% of the value of the fund’s average daily net assets.

During the period ended August 31, 2022, the Distributor retained $1,625 from commissions earned on sales of the fund’s Class A shares and $882 and $186 from CDSC fees on redemptions of the fund’s Class A and Class C shares, respectively.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily

net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended August 31, 2022, Class A and Class C shares were charged $808,253 and $28,404, respectively, pursuant to the Shareholder Services Plan.

The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services inclusive of earnings credits, if any, 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 August 31, 2022, the fund was charged $75,830 for transfer agency services, inclusive of earnings credit, if any. These fees are included in Shareholder servicing costs in the Statement of Operations.

NOTES TO FINANCIAL STATEMENTS (continued)

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fee of $278,759, Distribution Plan fees of $5,424, Shareholder Services Plan fees of $66,447, Custodian fees of $4,900, Chief Compliance Officer fees of $2,539 and Transfer Agent fees of $16,200, which are offset against an expense reimbursement currently in effect in the amount of $18,609.

(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 August 31, 2022, amounted to $130,416,296 and $201,593,086, respectively.

At August 31, 2022, the cost of investments for federal income tax purposes was $375,804,133; accordingly, accumulated net unrealized appreciation on investments was $51,259,968, consisting of $84,083,477 gross unrealized appreciation and $32,823,509 gross unrealized depreciation.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon Opportunistic Midcap Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Opportunistic Midcap Value Fund (the “Fund”) (one of the funds constituting BNY Mellon Advantage Funds, Inc.), including the statement of investments, as of August 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Advantage Funds, Inc.) at August 31, 2022, 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

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
October 24, 2022

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby reports 100% of the ordinary dividends paid during the fiscal year ended August 31, 2022 as qualifying for the corporate dividends received deduction. 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, $365,007 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2023 of the percentage applicable to the preparation of their 2022 income tax returns. The fund also hereby reports $4.1287 per share as a long-term capital gain distribution paid on December 08, 2021.

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

retail and institutional mid-cap core funds (the “Performance Universe”), all for various periods ended December 31, 2021, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all institutional mid-cap core funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board 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 and the Performance Universe medians for all periods, except the two- and three-year periods when the total return performance was above the Performance Group and Performance Universe medians. The Board discussed with representatives of 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 managers are 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 payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

The Board considered that the fund’s contractual management fee was lower than the Expense Group median contractual management fee, the fund’s actual management fee was lower than the Expense Group median and higher than the Expense Universe median actual management fee and the fund’s total expenses were higher than the Expense Group median and higher than the Expense Universe median total expenses.

Representatives of the Adviser stated that, effective as of April 1, 2022, the Adviser has contractually agreed to waive receipt of a portion of its management fee in the amount of .05% of the value of the fund’s average daily net assets until December 31, 2022.

Representatives of the Adviser reviewed with the Board the management or investment advisory fees paid to the Adviser or the Sub-Adviser for advising any separate accounts

and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee. 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.

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 fee waiver arrangement and its effect on the profitability of the Adviser and its affiliates. The Board also had been provided with information prepared by an independent consulting firm regarding the Adviser’s approach to allocating costs to, and determining the profitability of, individual funds and the entire BNY Mellon fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since the Adviser, and not the fund, pays the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’s profitability to be relevant to its deliberations. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have 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

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

considered potential benefits to the Adviser and the Sub-Adviser from acting as investment adviser and sub-adviser, respectively, and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.

· 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 agreed to closely monitor performance and determined to approve renewal of the Agreements only through September 30, 2022.

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

At a meeting of the fund’s Board of Directors held on July 26, 2022, the Board considered the renewal of the fund’s Management Agreement, pursuant to which the Adviser provides the fund with investment advisory and administrative services, and the Sub-Investment Advisory Agreement (together with the Management Agreement, the “Agreements”), pursuant to which Newton Investment Management 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.

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

periods ended June 30, 2022, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all institutional mid-cap core funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was above the Performance Group medians for the six-month, three- and five-year periods and below the Performance Group medians for the one-, two-, four- and ten-year periods, and the fund’s total return performance was above the Performance Universe medians for all periods, except the one- and four-year periods. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index. The Board noted that the fund had a five star rating for the three-year period from Morningstar based on Morningstar’s risk-adjusted return measures.

Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

The Board considered that the fund’s contractual management fee was slightly lower than the Expense Group median contractual management fee, the fund’s actual management fee was slightly lower than the Expense Group median and slightly higher than the Expense Universe median actual management fee and the fund’s total expenses were higher than the Expense Group median and higher than the Expense Universe median total expenses.

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.

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 fee waiver arrangement and its effect on the profitability of the Adviser and its affiliates. The Board also had been provided with information prepared by an independent consulting firm regarding the Adviser’s approach to allocating costs to, and determining the profitability of, individual funds and the entire BNY Mellon fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. 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-adviser, respectively, and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

· 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 overall performance.

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

Assessment of Program

BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (78)

Chairman of the Board (1995)

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-Present)

No. of Portfolios for which Board Member Serves: 94

———————

Peggy C. Davis (79)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Shad Professor of Law, New York University School of Law (1983-Present)

No. of Portfolios for which Board Member Serves: 33

———————

Gina D. France (64)

Board Member (2019)

Principal Occupation During Past 5 Years:

· France Strategic Partners, a strategy and advisory firm serving corporate clients across the United States, Founder, President and Chief Executive Officer (2003-Present)

Other Public Company Board Memberships During Past 5 Years:

· Huntington Bancshares, a bank holding company headquartered in Columbus, Ohio, Director (2016-Present)

· Cedar Fair, L.P., a publicly-traded partnership that owns and operates amusement parks and hotels in the U.S. and Canada, Director (2011-Present)

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2015-Present)

· FirstMerit Corporation, a diversified financial services company, Director (2004-2016)

No. of Portfolios for which Board Member Serves: 23

———————

Joan Gulley (74)

Board Member (2017)

Principal Occupation During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 40

———————

Robin A. Melvin (58)

Board Member (2012)

Principal Occupation During Past 5 Years:

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

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

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

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: 72

———————

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 Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

OFFICERS OF THE FUND (Unaudited)

DAVID DIPETRILLO, President since January 2021.

JAMES WINDELS, Treasurer since November 2001.

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

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

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

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

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

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

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

DANIEL GOLDSTEIN, Vice President since March 2022.

JOSEPH MARTELLA, Vice President since March 2022.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

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

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

This page intentionally left blank.

For More Information

BNY Mellon Opportunistic Midcap Value Fund

240 Greenwich Street

New York, NY 10286

Adviser

BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, NY 10286

Sub-Adviser

Newton Investment Management

North America, LLC

BNY Mellon Center

201 Washington Street

Boston, MA 02108

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: DMCVX Class C: DVLCX Class I: DVLIX Class Y: DMCYX

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


© 2022 BNY Mellon Securities Corporation 0258AR0822

BNY Mellon Opportunistic Small Cap Fund

ANNUAL REPORT

August 31, 2022

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.

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

Contents

THE FUND


Discussion of Fund Performance	2
Fund Performance	5
Understanding Your Fund’s Expenses	8
Comparing Your Fund’s Expenses With Those of Other Funds	8
Statement of Investments	9
Statement of Assets and Liabilities	14
Statement of Operations	15
Statement of Changes in Net Assets	16
Financial Highlights	18
Notes to Financial Statements	21
Report of Independent Registered Public Accounting Firm	31
Important Tax Information	32
Information About the Renewal of the Fund’s Management and Sub-Investment Advisory Agreements	33
Liquidity Risk Management Program	41
Board Members Information	42
Officers of the Fund	44

FOR MORE INFORMATION

Back Cover

DISCUSSION OF FUND PERFORMANCE (Unaudited)

Market and Fund Performance Overview

For the 12-month period ended August 31, 2022, BNY Mellon Opportunistic Small Cap Fund’s (the “fund”) Investor shares achieved a total return of −13.63%, Class I shares returned −13.44% and Class Y shares returned −13.36%.¹ In comparison, the fund’s benchmark, the Russell 2000^{^®} Index (the “Index”), produced a total return of −17.88% for the same period.²

Small-cap stocks lost ground over the reporting period as COVID-19 variants, higher interest rates, inflation concerns and a slower economy weighed on markets. The fund outperformed the Index, mainly due to favorable stock selection.

The Fund’s Investment Approach

The fund seeks capital appreciation. The fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in the stocks of small-cap companies. The fund currently considers small-cap companies to be those companies with market capitalizations that fall within the range of companies in the Index. Stocks are selected for the fund’s portfolio based primarily on bottom-up, fundamental analysis. The fund’s portfolio managers use a disciplined investment process that relies, in general, on proprietary fundamental research and valuation. Generally, elements of the process include analysis of a company’s business prospects, estimation of the company’s value and the identification of events that could cause the estimated value of the company to change. In general, the fund seeks exposure to securities and sectors that the fund’s portfolio managers perceive to be attractive from a valuation and fundamental standpoint.

Investor Sentiment Shifts, Inflation and Economic Weakness Hinder Markets

Performance Aided by Stock Selection

The fund’s performance versus the benchmark stemmed from strong stock selection, primarily in the health care, energy and utilities sectors. In the health care sector, positions in Xenon Pharmaceuticals and Arena Pharmaceuticals were beneficial, as were decisions to avoid many other stocks in this industry. Positions in TransMedics Group, a health care equipment and supplies company, and Privia Health Group, a company that helps physicians optimize their businesses, contributed positively to returns. In the energy sector, the fund’s position in PBF Energy, a refinery company, performed well as oil prices rose. Positions in the energy exploration and production industry also added to relative performance. In the utilities sector, holdings among independent power producers focused on renewable energy, including Clearway Energy and NextEra Energy Partners, were advantageous.

On a less positive note, selections in the industrials sector were detrimental. Shares of Array Technology, a solar energy equipment company, detracted due to supply-chain bottlenecks and rising commodity costs. The fund’s position in SkyWest Airlines also hindered performance as a pilot shortage hampered revenues. In the communication services sector, the fund’s holding of Eventbrite, an event planning firm, was detrimental to returns as revenue growth has been disappointing. An underweight position in the consumer staples sector also hindered performance.

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

Slower Growth Likely in the Short Term

Economic uncertainty has weighed on the market, and this is likely to continue in the near term. We believe corporate earnings are likely to decline as the economy slows in the coming months, and for this reason we have positioned the fund defensively. Further out, we anticipate small-cap stocks could outperform as they are attractively valued versus large caps.

September 15, 2022

¹ Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.

² Source: Lipper Inc. — The Russell 2000^{^®} Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000^{^®} Index is a subset of the Russell 3000^{^®} Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000 is constructed to provide a comprehensive and unbiased, small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set. Investors cannot invest directly in any index.

Please note: the position in any security highlighted with italicized typeface was sold during the reporting period.

Stocks of small- and/or mid-cap companies often experience sharper price fluctuations than stocks of large-cap companies.

FUND PERFORMANCE (Unaudited)

Comparison of change in value of a $10,000 investment in Investor shares and Class I shares of BNY Mellon Opportunistic Small Cap Fund with a hypothetical investment of $10,000 in the Russell 2000^{^®} Index (the “Index”).

^† Source: Lipper Inc.

^†† The total return figures presented for Class I shares of the fund reflect the performance of the fund’s Investor shares for the period prior to 9/30/16 (the inception date for Class I shares).

Past performance is not predictive of future performance.

The above graph compares a hypothetical $10,000 investment made in each of the Investor shares and Class I shares of BNY Mellon Opportunistic Small Cap Fund on 8/31/12 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 all applicable fees and expenses on Investor shares and Class I shares. The Index measures the performance of the small-cap segment of the U.S. equity universe. The Index is a subset of the Russell 3000^{^®} Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set. 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.

FUND PERFORMANCE (Unaudited) (continued)

Comparison of change in value of a $1,000,000 investment in Class Y shares of BNY Mellon Opportunistic Small Cap Fund with a hypothetical investment of $1,000,000 in the Russell 2000^{^®} 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 Investor shares for the period prior to 9/30/16 (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 Opportunistic Small Cap Fund on 8/31/12 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 on Class Y shares. The Index measures the performance of the small-cap segment of the U.S. equity universe. The Index is a subset of the Russell 3000^{^®} Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set. 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.


Average Annual Total Returns as of 8/31/2022
	Inception Date	1 Year	5 Years	10 Years
Investor shares	11/16/1993	-13.63%	5.39%	9.80%
Class I shares	9/30/2016	-13.44%	5.60%^†	9.93%^†
Class Y shares	9/30/2016	-13.36%	5.72%^†	9.99%^†
Russell 2000^{^®} Index		-17.88%	6.95%	10.01%

^† The total return performance figures presented for Class I shares of the fund reflect the performance of the fund’s Investor shares for the period prior to 9/30/16 (the inception date for Class I shares).

The total return performance figures presented for Class Y shares of the fund reflect the performance of the fund’s Investor shares for the period prior to 9/30/16 (the inception date for Class Y shares).

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.

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Opportunistic Small Cap Fund from March 1, 2022 to August 31, 2022. 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 August 31, 2022

	Investor Shares	Class I	Class Y
Expenses paid per $1,000^†	$5.37	$4.41	$3.94
Ending value (after expenses)	$902.80	$903.70	$904.30

COMPARING YOUR FUND’S EXPENSES WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC’s method to compare expenses


Expenses and Value of a $1,000 Investment
Assuming a hypothetical 5% annualized return for the six months ended August 31, 2022

		Investor Shares	Class I	Class Y
Expenses paid per $1,000^†		$5.70	$4.69	$4.18
Ending value (after expenses)		$1,019.56	$1,020.57	$1,021.07
^†	Expenses are equal to the fund’s annualized expense ratio of 1.12% for Investor Shares, .92% for Class I and .82% for Class Y, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

STATEMENT OF INVESTMENTS

August 31, 2022



Description	Shares		Value ($)
Common Stocks - 97.3%
Automobiles & Components - .6%
Stoneridge Inc.	117,960	^a	2,241,240
Banks - 10.9%
BankUnited Inc.	179,637		6,655,551
Essent Group Ltd.	137,790		5,510,222
First BanCorp	603,361		8,628,062
First Interstate BancSystem Inc., Cl. A	121,586		4,895,052
First Merchants Corp.	105,691		4,208,616
Silvergate Capital Corp., Cl. A	26,505	^a	2,415,136
Synovus Financial Corp.	145,343		5,836,975
Texas Capital Bancshares Inc.	49,175	^a	2,902,800
			41,052,414
Capital Goods - 11.7%
EnerSys	57,382		3,578,915
Flowserve Corp.	62,187		1,894,838
Fluor Corp.	353,268	^a,b	9,340,406
Gibraltar Industries Inc.	51,736	^a	2,165,152
GrafTech International Ltd.	457,173		2,688,177
Matrix Service Co.	411,089	^a	2,334,985
Maxar Technologies Inc.	160,092		3,814,992
Terex Corp.	73,793		2,451,403
Titan Machinery Inc.	118,166	^a	3,637,149
Triumph Group Inc.	121,423	^a	1,577,285
Wabash National Corp.	294,666		4,847,256
WESCO International Inc.	44,209	^a	5,821,441
			44,151,999
Commercial & Professional Services - .9%
The Brink's Company	60,526		3,345,877
Consumer Durables & Apparel - 3.6%
Allbirds Inc., CI. A	521,764	^a,b	2,144,450
GoPro Inc., Cl. A	715,717	^a	4,358,717
Topgolf Callaway Brands Corp.	320,047	^a	7,082,640
			13,585,807
Consumer Services - 3.3%
Bloomin' Brands Inc.	293,003		5,924,521
Papa John's International Inc.	42,353	^b	3,423,393
Six Flags Entertainment Corp.	150,008	^a,b	3,322,677
			12,670,591
Diversified Financials - 1.4%
PJT Partners Inc., Cl. A	75,920		5,255,182
Energy - 5.9%
CNX Resources Corp.	382,216	^a	6,753,757

STATEMENT OF INVESTMENTS (continued)



Description	Shares		Value ($)
Common Stocks - 97.3% (continued)
Energy - 5.9% (continued)
PBF Energy Inc., Cl. A	249,770	^a	8,532,143
Viper Energy Partners LP	234,205		7,147,937
			22,433,837
Food & Staples Retailing - 1.9%
The Chefs' Warehouse Inc.	214,000	^a	7,134,760
Health Care Equipment & Services - 14.5%
Acadia Healthcare Co.	80,625	^a	6,605,606
Amedisys Inc.	34,212	^a	4,052,411
Health Catalyst Inc.	237,063	^a	2,844,756
Merit Medical Systems Inc.	35,410	^a	2,097,334
ModivCare Inc.	46,465	^a	5,033,089
NuVasive Inc.	76,746	^a	3,262,472
Privia Health Group Inc.	286,262	^a,b	11,390,365
R1 RCM Inc.	222,896	^a	4,870,278
Select Medical Holdings Corp.	200,461		5,139,820
TransMedics Group Inc.	183,502	^a	9,547,609
			54,843,740
Household & Personal Products - 1.6%
Spectrum Brands Holdings Inc.	95,842		6,037,088
Insurance - 2.8%
BRP Group Inc., Cl. A	178,808	^a	5,614,571
The Hanover Insurance Group Inc.	37,161		4,808,262
			10,422,833
Materials - 4.3%
Alamos Gold Inc., Cl. A	1,438,423		10,342,261
Largo Inc.	370,567	^a	2,542,090
Tronox Holdings PLC, Cl. A	229,607		3,359,150
			16,243,501
Media & Entertainment - 2.1%
Eventbrite Inc., Cl. A	410,287	^a	2,917,141
Magnite Inc.	493,917	^a	3,719,195
TrueCar Inc.	611,997	^a	1,334,153
			7,970,489
Pharmaceuticals Biotechnology & Life Sciences - 4.6%
Alkermes PLC	306,173	^a	7,247,115
Denali Therapeutics Inc.	144,022	^a	3,985,089
Ultragenyx Pharmaceutical Inc.	30,957	^a	1,476,339
Xenon Pharmaceuticals Inc.	116,699	^a	4,529,088
			17,237,631
Real Estate - 4.0%
Colliers International Group Inc.	52,444	^b	6,125,459
EPR Properties	109,076	^c	4,743,715



Description		Shares		Value ($)
Common Stocks - 97.3% (continued)
Real Estate - 4.0% (continued)
Pebblebrook Hotel Trust		237,238	^c	4,180,133
				15,049,307
Retailing - 2.0%
Designer Brands Inc., Cl. A		210,073	^b	3,583,845
Petco Health & Wellness Co.		267,717	^a,b	3,994,338
				7,578,183
Semiconductors & Semiconductor Equipment - 1.2%
MaxLinear Inc.		124,260	^a	4,464,662
Software & Services - 7.4%
ChannelAdvisor Corp.		423,131	^a	6,385,047
DigitalOcean Holdings Inc.		49,157	^a,b	2,069,018
Edgio Inc.		1,773,023	^a	6,524,725
JFrog Ltd.		88,151	^a	1,864,394
Paya Holdings Inc.		1,188,582	^a	7,452,409
Zuora Inc., Cl. A		495,476	^a	3,805,256
				28,100,849
Technology Hardware & Equipment - 5.3%
ADTRAN Holdings Inc.		364,486		8,470,655
Arlo Technologies Inc.		506,424	^a	3,084,122
Extreme Networks Inc.		558,503	^a	8,003,348
Ondas Holdings Inc.		122,769	^a,b	579,470
				20,137,595
Transportation - 1.2%
SkyWest Inc.		215,213	^a	4,581,885
Utilities - 6.1%
Clearway Energy Inc., Cl. C		286,534	^b	10,630,411
NextEra Energy Partners LP		150,673	^b	12,368,747
				22,999,158
Total Common Stocks (cost $356,465,140)				367,538,628

Private Equity - .2%
Real Estate - .2%
Roofstock (cost $1,216,821)		41,269	^d	690,018
	1-Day Yield (%)
Investment Companies - 2.5%
Registered Investment Companies - 2.5%
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares (cost $9,640,347)	2.34	9,640,347	^e	9,640,347

STATEMENT OF INVESTMENTS (continued)



Description	1-Day Yield (%)	Shares		Value ($)
Investment of Cash Collateral for Securities Loaned - 1.8%
Registered Investment Companies - 1.8%
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares (cost $6,992,538)	2.34	6,992,538	^e	6,992,538
Total Investments (cost $374,314,846)		101.8%		384,861,531
Liabilities, Less Cash and Receivables		(1.8%)		(6,950,010)
Net Assets		100.0%		377,911,521

^a Non-income producing security.

^b Security, or portion thereof, on loan. At August 31, 2022, the value of the fund’s securities on loan was $18,648,470 and the value of the collateral was $19,215,521, consisting of cash collateral of $6,992,538 and U.S. Government & Agency securities valued at $12,222,983. In addition, the value of collateral may include pending sales that are also on loan.

^c Investment in real estate investment trust within the United States.

^d The fund held Level 3 securities at August 31, 2022. These securities were valued at $690,018 or .18% of net assets.

^e Investment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.


Portfolio Summary (Unaudited) ^†	Value (%)
Health Care	19.1
Financials	15.0
Information Technology	14.0
Industrials	13.8
Consumer Discretionary	9.5
Utilities	6.1
Energy	5.9
Investment Companies	4.3
Materials	4.3
Real Estate	4.2
Consumer Staples	3.5
Communication Services	2.1
	101.8

^† Based on net assets.

See notes to financial statements.


Affiliated Issuers
Description	Value ($) 8/31/2021	Purchases ($)^†	Sales ($)	Value ($) 8/31/2022	Dividends/ Distributions ($)
Registered Investment Companies - 2.5%
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 2.5%	10,163,658	110,721,216	(111,244,527)	9,640,347	52,608
Investment of Cash Collateral for Securities Loaned - 1.8%
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - 1.8%	4,538,966	186,435,371	(183,981,799)	6,992,538	60,517	^††
Total - 4.3%	14,702,624	297,156,587	(295,226,326)	16,632,885	113,125

^† Includes reinvested dividends/distributions.

See notes to financial statements.

STATEMENT OF ASSETS AND LIABILITIES

August 31, 2022



	Cost	Value
Assets ($):
Investments in securities—See Statement of Investments (including securities on loan, valued at $18,648,470)—Note 1(c):
Unaffiliated issuers	357,681,961	368,228,646
Affiliated issuers	16,632,885	16,632,885
Dividends and securities lending income receivable		399,294
Receivable for investment securities sold		168,777
Receivable for shares of Common Stock subscribed		11,772
Prepaid expenses		27,243
		385,468,617
Liabilities ($):
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(b)		333,041
Liability for securities on loan—Note 1(c)		6,992,538
Payable for shares of Common Stock redeemed		107,226
Directors’ fees and expenses payable		8,439
Other accrued expenses		115,852
		7,557,096
Net Assets ($)		377,911,521
Composition of Net Assets ($):
Paid-in capital		355,259,321
Total distributable earnings (loss)		22,652,200
Net Assets ($)		377,911,521


Net Asset Value Per Share	Investor Shares	Class I	Class Y
Net Assets ($)	240,926,253	26,190,514	110,794,754
Shares Outstanding	8,076,665	869,003	3,665,488
Net Asset Value Per Share ($)	29.83	30.14	30.23

See notes to financial statements.

STATEMENT OF OPERATIONS

Year Ended August 31, 2022




Investment Income ($):
Income:
Cash dividends (net of $47,046 foreign taxes withheld at source):
Unaffiliated issuers					4,304,145
Affiliated issuers					52,608
Income from securities lending—Note 1(c)					60,517
Total Income					4,417,270
Expenses:
Management fee—Note 3(a)					3,400,230
Shareholder servicing costs—Note 3(b)					895,306
Professional fees					97,836
Registration fees					54,028
Directors’ fees and expenses—Note 3(c)					26,009
Prospectus and shareholders’ reports					20,760
Chief Compliance Officer fees—Note 3(b)					17,169
Custodian fees—Note 3(b)					13,721
Loan commitment fees—Note 2					7,232
Interest expense—Note 2					101
Miscellaneous					30,367
Total Expenses					4,562,759
Net Investment (Loss)					(145,489)
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):
Net realized gain (loss) on investments					14,037,620
Net change in unrealized appreciation (depreciation) on investments					(78,907,153)
Net Realized and Unrealized Gain (Loss) on Investments					(64,869,533)
Net (Decrease) in Net Assets Resulting from Operations					(65,015,022)

See notes to financial statements.

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended August 31,
	2022	2021
Operations ($):
Net investment (loss)	(145,489)	(1,254,263)
Net realized gain (loss) on investments	14,037,620	126,212,004
Net change in unrealized appreciation (depreciation) on investments	(78,907,153)	26,960,087
Net Increase (Decrease) in Net Assets Resulting from Operations	(65,015,022)	151,917,828
Distributions ($):
Distributions to shareholders:
Investor Shares	(26,496,039)	(585,218)
Class I	(3,965,477)	(71,129)
Class Y	(14,710,233)	(733,824)
Total Distributions	(45,171,749)	(1,390,171)
Capital Stock Transactions ($):
Net proceeds from shares sold:
Investor Shares	6,488,488	9,667,030
Class I	30,120,782	9,734,445
Class Y	15,231,210	16,528,564
Distributions reinvested:
Investor Shares	25,369,412	560,659
Class I	3,866,182	69,780
Class Y	7,111,581	207,731
Cost of shares redeemed:
Investor Shares	(45,188,016)	(33,023,283)
Class I	(21,679,898)	(13,279,057)
Class Y	(47,138,645)	(36,556,621)
Increase (Decrease) in Net Assets from Capital Stock Transactions	(25,818,904)	(46,090,752)
Total Increase (Decrease) in Net Assets	(136,005,675)	104,436,905
Net Assets ($):
Beginning of Period	513,917,196	409,480,291
End of Period	377,911,521	513,917,196


		Year Ended August 31,
		2022	2021
Capital Share Transactions (Shares):
Investor Shares^a
Shares sold		180,736	278,948
Shares issued for distributions reinvested		740,713	17,565
Shares redeemed		(1,232,440)	(1,012,715)
Net Increase (Decrease) in Shares Outstanding		(310,991)	(716,202)
Class I^a
Shares sold		770,533	268,612
Shares issued for distributions reinvested		111,869	2,173
Shares redeemed		(668,126)	(397,350)
Net Increase (Decrease) in Shares Outstanding		214,276	(126,565)
Class Y^a
Shares sold		443,530	482,243
Shares issued for distributions reinvested		205,359	6,461
Shares redeemed		(1,430,350)	(1,124,816)
Net Increase (Decrease) in Shares Outstanding		(781,461)	(636,112)

^a	During the period ended August 31, 2022, 5,031 Investor shares representing $189,372 were exchanged for 4,981 Class Y shares and 316 Investor shares representing $9,238 were exchanged for 313 Class I shares and 80,162 Class Y shares representing $2,769,844 were exchanged for 80,339 Class I shares. During the period ended August 31, 2021, 58,589 Class Y shares representing $2,130,493 were exchanged for 58,671 Class I shares and 3,802 Investor shares representing $142,499 were exchanged for 3,772 Class Y shares..
See notes to financial statements.

FINANCIAL HIGHLIGHTS




Investor Shares	Year Ended August 31,
	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	37.97	27.26	25.18	40.10	36.53
Investment Operations:
Net investment income (loss)^a	(.05)	(.13)	.03	.03	(.16)
Net realized and unrealized gain (loss) on investments	(4.69)	10.91	2.10	(8.16)	8.29
Total from Investment Operations	(4.74)	10.78	2.13	(8.13)	8.13
Distributions:
Dividends from net investment income	-	(.07)	(.05)	-	-
Dividends from net realized gain on investments	(3.40)	-	-	(6.79)	(4.56)
Total Distributions	(3.40)	(.07)	(.05)	(6.79)	(4.56)
Net asset value, end of period	29.83	37.97	27.26	25.18	40.10
Total Return (%)	(13.63)	39.58	8.44	(19.47)	23.51
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	1.11	1.11	1.13	1.13	1.09
Ratio of net investment income (loss) to average net assets	(.14)	(.37)	.11	.12	(.43)
Portfolio Turnover Rate	41.25	85.56	95.32	83.97	74.02
Net Assets, end of period ($ x 1,000)	240,926	318,464	248,201	285,688	635,221

^a Based on average shares outstanding.

See notes to financial statements.




Class I Shares	Year Ended August 31,
Class I Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	38.25	27.45	25.38	40.28	36.60
Investment Operations:
Net investment income (loss)^a	.01	(.07)	.08	.08	(.08)
Net realized and unrealized gain (loss) on investments	(4.72)	10.98	2.11	(8.19)	8.32
Total from Investment Operations	(4.71)	10.91	2.19	(8.11)	8.24
Distributions:
Dividends from net investment income	-	(.11)	(.12)	-	-
Dividends from net realized gain on investments	(3.40)	-	-	(6.79)	(4.56)
Total Distributions	(3.40)	(.11)	(.12)	(6.79)	(4.56)
Net asset value, end of period	30.14	38.25	27.45	25.38	40.28
Total Return (%)	(13.44)	39.80	8.63	(19.31)	23.78
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.93	.93	.96	.93	.87
Ratio of net investment income (loss) to average net assets	.03	(.19)	.30	.26	(.20)
Portfolio Turnover Rate	41.25	85.56	95.32	83.97	74.02
Net Assets, end of period ($ x 1,000)	26,191	25,047	21,448	28,586	72,845

^a Based on average shares outstanding.

See notes to financial statements.

FINANCIAL HIGHLIGHTS (continued)




Class Y Shares	Year Ended August 31,
Class Y Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	38.32	27.51	25.44	40.32	36.60
Investment Operations:
Net investment income (loss)^a	.05	(.03)	.11	.11	(.04)
Net realized and unrealized gain (loss) on investments	(4.74)	11.00	2.13	(8.20)	8.32
Total from Investment Operations	(4.69)	10.97	2.24	(8.09)	8.28
Distributions:
Dividends from net investment income	-	(.16)	(.17)	-	-
Dividends from net realized gain on investments	(3.40)	-	-	(6.79)	(4.56)
Total Distributions	(3.40)	(.16)	(.17)	(6.79)	(4.56)
Net asset value, end of period	30.23	38.32	27.51	25.44	40.32
Total Return (%)	(13.36)	39.97	8.81	(19.23)	23.90
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.82	.82	.83	.81	.79
Ratio of net investment income (loss) to average net assets	.15	(.08)	.45	.38	(.12)
Portfolio Turnover Rate	41.25	85.56	95.32	83.97	74.02
Net Assets, end of period ($ x 1,000)	110,795	170,407	139,832	209,291	585,686

^a Based on average shares outstanding.

See notes to financial statements.

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Opportunistic Small Cap Fund (the “fund”) is a separate diversified series of BNY Mellon Advantage Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering eight series, including the fund. The fund’s investment objective is to seek capital appreciation. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Newton Investment Management North America, LLC (the “Sub-Adviser”), a wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, serves as the fund’s sub-adviser.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares, which are sold without a sales charge. The fund is authorized to issue 400 million shares of $.001 par value Common Stock. The fund currently has authorized three classes of shares: Investor (200 million shares authorized), Class I (100 million shares authorized) and Class Y shares (100 million shares authorized). Investor shares are sold primarily to retail investors through financial intermediaries and bear Shareholder Services Plan fees. 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 Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Shareholder Services Plan fees. 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative

NOTES TO FINANCIAL STATEMENTS (continued)

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.

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:

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

NOTES TO FINANCIAL STATEMENTS (continued)

categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.

For securities where observable inputs are limited, assumptions about market activity and risk are used and such securities are generally categorized within Level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of August 31, 2022 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	367,538,628	-	-	367,538,628
Equity Securities - Private Equity	-	-	690,018	690,018
Investment Companies	16,632,885	-	-	16,632,885

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

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:


Equity Securities- Private Equity ($)
Balance as of 8/31/2021	-
Net realized gain (loss)	-
Change in unrealized appreciation (depreciation)	(526,803)
Purchases/Issuances	1,216,821
Sales/Dispositions	-
Transfers into Level 3	-
Transfers out of Level 3	-
Balances as of 8/31/2022^†	690,018
The amount of total net gains (loss) for the period included in earnings attributable to the change in unrealized appreciation (depreciation) relating to investments still held at 8/31/2022	(526,803)

^† Securities deemed as Level 3 due to the lack of observable inputs by management assessment.


Asset Category- Issuer Name	Value ($)	Valuation Techniques/ Methodologies	Unobservable Inputs	Range	Weighted Average
Private Equity:
Roofstock	690,018	Public Comparables/ Enterprise Value	Enterprise Value as Multiple of Revenue	.1x-9.8x	2.1x

(b) Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign

NOTES TO FINANCIAL STATEMENTS (continued)

taxes payable or deferred or those subject to reclaims as of August 31, 2022, if any, are disclosed in the fund’s Statement of Assets and Liabilities.

Pursuant to a securities lending agreement with BNY Mellon, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, BNY Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended August 31, 2022, BNY Mellon earned $8,248 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.

wide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or other serious public health concern could have, a significant negative impact on economic and market conditions and could trigger a prolonged period of global economic slowdown. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

Each tax year in the four-year period ended August 31, 2022 remains subject to examination by the Internal Revenue Service and state taxing authorities.

NOTES TO FINANCIAL STATEMENTS (continued)

At August 31, 2022, the components of accumulated earnings on a tax basis were as follows: undistributed capital gains $13,730,635 and unrealized appreciation $8,921,565.

The tax character of distributions paid to shareholders during the fiscal years ended August 31, 2022 and August 31, 2021 were as follows: ordinary income $0 and $1,386,206 and long-term capital gains $45,171,749 and $3,965, respectively.

During the period ended August 31, 2022, as a result of permanent book to tax differences, primarily due to the tax treatment for net operating losses, the fund increased total distributable earnings (loss) by $1,258,133 and decreased paid-in capital by the same amount. Net assets and net asset value per share were not affected by this reclassification.

NOTE 2—Bank Lines of Credit:

The average amount of borrowings outstanding under the Facilities during the period ended August 31, 2022 was approximately $9,863 with a related weighted average annualized interest rate of 1.02.

NOTE 3—Management Fee, Sub–Advisory Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement with the Adviser, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly.

(b) Under the Shareholder Services Plan, Investor shares pay the Distributor at an annual rate of .25% of the value of its average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended August 31, 2022, the fund was charged $691,189 pursuant to the Shareholder Services Plan.

The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services inclusive of earnings credits, if any, 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 August 31, 2022, the fund was charged $79,609 for transfer agency services, inclusive of earnings credit, if any. These fees are included in Shareholder servicing costs in the Statement of Operations.

NOTES TO FINANCIAL STATEMENTS (continued)

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fee of $253,247, Shareholder Services Plan fees of $53,540, Custodian fees of $6,000, Chief Compliance Officer fees of $2,539 and Transfer Agent fees of $17,715.

(c) Each Board member also serves as a Board member of other funds in the BNY Mellon Family of Funds complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended August 31, 2022, amounted to $182,541,440 and $253,026,610, respectively.

At August 31, 2022, the cost of investments for federal income tax purposes was $375,939,966; accordingly, accumulated net unrealized appreciation on investments was $8,921,565, consisting of $73,384,282 gross unrealized appreciation and $64,462,717 gross unrealized depreciation.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon Opportunistic Small Cap Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Opportunistic Small Cap Fund (the “Fund”) (one of the funds constituting BNY Mellon Advantage Funds, Inc.), including the statement of investments, as of August 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Advantage Funds, Inc.) at August 31, 2022, 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

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
October 24, 2022

IMPORTANT TAX INFORMATION (Unaudited)

The fund hereby reports $3.4046 per share as a long-term capital gain distribution paid on December 10, 2021.

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

the fund (the “Performance Group”) and with a broader group of funds consisting of all retail and institutional small-cap core funds (the “Performance Universe”), all for various periods ended December 31, 2021, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all retail no-load small-cap core funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was at or above the Performance Group and Performance Universe medians for all periods, except the one-, three- and four-year periods when it was below the Performance Group and Performance Universe medians. The Board discussed with representatives of 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 managers are 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 payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

The Board considered that the fund’s contractual management fee was lower than the Expense Group median contractual management fee, the fund’s actual management fee was lower than the Expense Group median and lower than the Expense Universe median actual management fee and the fund’s total expenses were higher than the Expense Group median and lower than the Expense Universe median total expenses.

explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee.

Analysis of Profitability and Economies of Scale. Representatives of the Adviser reviewed the expenses allocated and profit received by the Adviser and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to the Adviser and its affiliates for managing the funds in the BNY Mellon fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not excessive, given the services rendered and service levels provided by the Adviser and its affiliates. The Board also had been provided with information prepared by an independent consulting firm regarding the Adviser’s approach to allocating costs to, and determining the profitability of, individual funds and the entire BNY Mellon fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since the Adviser, and not the fund, pays the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’s profitability to be relevant to its deliberations. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have realized any economies of scale would be less. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser and the Sub-Adviser from acting as investment adviser and sub-adviser, respectively, and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

· 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 agreed to closely monitor performance and determined to approve renewal of the Agreements only through September 30, 2022.

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

Sub-Investment Advisory Agreement (together with the Management 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.

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

load small-cap core funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was at or above the Performance Group medians for all periods, except the one-, two-, four- and five-year periods when the fund’s total return performance was below the Performance Group medians, and was below the Performance Universe medians for all periods, except the three- and ten-year periods when the fund’s total return performance was above the Performance Universe medians. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index. 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 of the periods under review and noted that the fund’s relative performance had improved since the Board last considered renewal of the Agreements.

Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

The Board considered that the fund’s contractual management fee was lower than the Expense Group median contractual management fee, the fund’s actual management fee was lower than the Expense Group median and lower than the Expense Universe median actual management fee, and the fund’s total expenses were equal to the Expense Group median and lower than the Expense Universe median total expenses.

Representatives of the Adviser reviewed with the Board the management or investment advisory fees (1) paid by funds advised by the Adviser that are in the same Lipper category as the fund and (2) paid to the Adviser or the Sub-Adviser for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information

provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee.

Analysis of Profitability and Economies of Scale. Representatives of the Adviser reviewed the expenses allocated and profit received by the Adviser and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to the Adviser and its affiliates for managing the funds in the BNY Mellon fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not excessive, given the services rendered and service levels provided by the Adviser and its affiliates. The Board also had been provided with information prepared by an independent consulting firm regarding the Adviser’s approach to allocating costs to, and determining the profitability of, individual funds and the entire BNY Mellon fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. 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-adviser, respectively, and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

· 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 performance.

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

Assessment of Program

BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (78)

Chairman of the Board (1995)

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-Present)

No. of Portfolios for which Board Member Serves: 94

———————

Peggy C. Davis (79)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Shad Professor of Law, New York University School of Law (1983-Present)

No. of Portfolios for which Board Member Serves: 33

———————

Gina D. France (64)

Board Member (2019)

Principal Occupation During Past 5 Years:

· France Strategic Partners, a strategy and advisory firm serving corporate clients across the United States, Founder, President and Chief Executive Officer (2003-Present)

Other Public Company Board Memberships During Past 5 Years:

· Huntington Bancshares, a bank holding company headquartered in Columbus, Ohio, Director (2016-Present)

· Cedar Fair, L.P., a publicly-traded partnership that owns and operates amusement parks and hotels in the U.S. and Canada, Director (2011-Present)

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2015-Present)

· FirstMerit Corporation, a diversified financial services company, Director (2004-2016)

No. of Portfolios for which Board Member Serves: 23

———————

Joan Gulley (74)

Board Member (2017)

Principal Occupation During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 40

———————

Robin A. Melvin (58)

Board Member (2012)

Principal Occupation During Past 5 Years:

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

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

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

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: 72

———————

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 Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

OFFICERS OF THE FUND (Unaudited)

DAVID DIPETRILLO, President since January 2021.

JAMES WINDELS, Treasurer since November 2001.

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

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

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

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

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

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

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

DANIEL GOLDSTEIN, Vice President since March 2022.

JOSEPH MARTELLA, Vice President since March 2022.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

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

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

For More Information

BNY Mellon Opportunistic Small Cap Fund

240 Greenwich Street

New York, NY 10286

Adviser

BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, NY 10286

Sub-Adviser

Newton Investment Management

North America, LLC

BNY Mellon Center

201 Washington Street

Boston, MA 02108

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:	Investor: DSCVX Class I: DOPIX Class Y: DSCYX

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


© 2022 BNY Mellon Securities Corporation 0253AR0822

BNY Mellon Technology Growth Fund

ANNUAL REPORT

August 31, 2022

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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	11
Statement of Operations	12
Statement of Changes in Net Assets	13
Financial Highlights	15
Notes to Financial Statements	19
Report of Independent Registered Public Accounting Firm	30
Important Tax Information	31
Information About the Renewal of the Fund’s Management and Sub-Investment Advisory Agreements	32
Liquidity Risk Management Program	40
Board Members Information	41
Officers of the Fund	43

FOR MORE INFORMATION

Back Cover

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from September 1, 2021, through August 31, 2022, as provided by portfolio managers Robert Zeuthen, CFA and James Boyd, CFA of Newton Investment Management North America, LLC, sub-adviser

Market and Fund Performance Overview

For the 12-month period ended August 31, 2022, BNY Mellon Technology Growth Fund’s (the “fund’) Class A shares produced a total return of −40.01%, Class C shares returned −40.50%, Class I shares returned −39.88% and Class Y shares returned −39.84%.¹ In comparison, the fund’s benchmarks, the NYSE^{^®} Technology Index and the S&P 500^{^®} Index, produced total returns of −33.85% and −11.22%, respectively, over the same period.^2,3

Equities lost ground as investors grew increasingly concerned about rising inflation, higher interest rates and slower economic growth. The fund underperformed the NYSE^{^®} Technology Index primarily due to positioning in the software, IT services and semiconductor industries.

The Fund’s Investment Approach

The fund seeks capital appreciation. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in the stocks of growth companies of any size that Newton Investment Management North America, LLC, the fund’s sub-adviser, believes to be leading producers or beneficiaries of technological innovation. Up to 25% of the fund’s assets may be invested in foreign securities. In choosing stocks, the fund looks for technology companies with the potential for strong earnings or revenue growth rates. The fund’s investment process centers on a multidimensional approach that looks for opportunities across emerging growth, cyclical or stable growth companies.

Shifting Sentiment, High Inflation and Economic Weakness Hinder Markets

Performance Hampered by Software, IT Services and Semiconductors

Returns were hindered by positioning in the information technology sector. Inflation and rising interest rates drove a correction among high-growth, long-duration technology companies, especially in the IT services and software industries. Shares of Unity Technologies and CrowdStrike were among the primary detractors. In the semiconductor industry, companies were hurt by slowing growth that led to a cyclical downturn. Among the leading detractors in this industry were Taiwan Semiconductor and NVIDIA.

On a more positive note, positioning in the communication services sector contributed positively to performance. An underweight position in this sector was a leading contributor; this underweight was further increased as the fund reduced positions in companies that had benefited during the pandemic. Also contributing to the fund’s performance in this sector was a decision to exit a position in Roblox, whose shares experienced a sharp decline during the period. Also contributing positively to overall fund returns was an overweight position in Tesla.

Positioned for Economic Uncertainty

We believe that inflationary pressures and an activist Federal Reserve are increasing the odds of a growth slowdown, if not a recession. We have positioned the portfolio in companies that are leading in technological innovation and that have the pricing power and financial strength to drive growth over the next several years. The portfolio continues to be underweight cyclical semiconductor companies. We also remain overweight among software and IT services companies, where recurring revenues provide some level of durability in an uncertain macroeconomic environment.

September 15, 2022

² Source: Bloomberg L.P. — The NYSE^{^®} Technology Index is an equal-dollar-weighted index designed to objectively represent the technology sector by holding 35 of the leading U.S. technology-related companies. Investors cannot invest directly in any index.

³ Source: Lipper Inc. — The S&P 500^{^®} Index is widely regarded as the best single gauge of large-cap U.S. equities. The index includes 500 leading companies and captures approximately 80% coverage of available market capitalization. Investors cannot invest directly in any index.

Please note: the position in any security highlighted with italicized typeface was sold during the reporting period.

The technology sector has been among the most volatile sectors of the stock market. Technology companies involve greater risk because their revenue and/or earnings tend to be less predictable, and some companies may be experiencing significant losses.

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 Technology Growth Fund with a hypothetical investment of $10,000 in the NYSE^{^®} Technology Index and S&P 500^{^®} Index.

^† Source: Bloomberg L.P.

^†† Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a hypothetical $10,000 investment made in each of the Class A shares, Class C shares and Class I shares of BNY Mellon Technology Growth Fund on 8/31/12 to a hypothetical investment of $10,000 made in each of the NYSE^{^®} Technology Index and S&P 500^{^®} 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 Class A shares, Class C shares and Class I shares. The NYSE^{^®} Technology Index is an equal-dollar weighted index designed to objectively represent the technology sector by holding 35 of the leading U.S. technology-related companies. The S&P 500^{^®} Index is widely regarded as the best single gauge of large-cap U.S. equities. The index includes 500 leading companies and captures approximately 80% coverage of available market capitalization. Unlike a mutual fund, the indices are 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.

Comparison of change in value of a $1,000,000 investment in Class Y shares of BNY Mellon Technology Growth Fund with a hypothetical investment of $1,000,000 in the NYSE^{^®} Technology Index and S&P 500^{^®} Index.

^† Source: Bloomberg L.P.

^†† 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 9/30/16 (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 Technology Growth Fund on 8/31/12 to a hypothetical investment of $1,000,000 made in each of the NYSE^{^®} Technology Index and S&P 500^{^®} 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 on Class Y shares. The NYSE^{^®} Technology Index is an equal-dollar weighted index designed to objectively represent the technology sector by holding 35 of the leading U.S. technology-related companies. The S&P 500^{^®} Index is widely regarded as the best single gauge of large-cap U.S. equities. The index includes 500 leading companies and captures approximately 80% coverage of available market capitalization. Unlike a mutual fund, the indices are 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.

FUND PERFORMANCE (Unaudited) (continued)


Average Annual Total Returns as of 8/31/2022
	Inception Date	1 Year	5 Years	10 Years
Class A shares
with maximum sales charge (5.75%)	10/13/1997	-43.46%	8.13%	11.81%
without sales charge	10/13/1997	-40.01%	9.42%	12.48%
Class C shares
with applicable redemption charge^†	4/15/1999	-40.93%	8.59%	11.59%
without redemption	4/15/1999	-40.50%	8.59%	11.59%
Class I shares	4/15/1999	-39.88%	9.67%	12.75%
Class Y shares	9/30/2016	-39.84%	9.77%	12.81%^††
NYSE^{^®} Technology Index		-33.85%	13.69%	16.70%
S&P 500^{^®} Index		-11.22%	11.82%	13.07%

^† 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 9/30/16 (the inception date for Class Y shares).

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Technology Growth Fund from March 1, 2022 to August 31, 2022. 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 August 31, 2022

	Class A	Class C	Class I	Class Y
Expenses paid per $1,000^†	$5.23	$8.91	$4.36	$4.00
Ending value (after expenses)	$744.90	$741.90	$745.70	$746.00

COMPARING YOUR FUND’S EXPENSES WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC’s method to compare expenses


Expenses and Value of a $1,000 Investment
Assuming a hypothetical 5% annualized return for the six months ended August 31, 2022

		Class A	Class C	Class I	Class Y
Expenses paid per $1,000^†		$6.06	$10.31	$5.04	$4.63
Ending value (after expenses)		$1,019.21	$1,014.97	$1,020.21	$1,020.62
^†	Expenses are equal to the fund’s annualized expense ratio of 1.19% for Class A, 2.03% for Class C, .99% for Class I and .91% for Class Y, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

STATEMENT OF INVESTMENTS

August 31, 2022



Description	Shares		Value ($)
Common Stocks - 96.0%
Application Software - 11.5%
Adobe Inc.	24,514	^a	9,154,508
Bill.com Holdings Inc.	30,388	^a	4,919,209
HubSpot Inc.	15,853	^a	5,343,095
Salesforce Inc.	79,699	^a	12,442,608
			31,859,420
Automobile Manufacturers - 3.2%
Tesla Inc.	32,091	^a	8,844,601
Communications Equipment - 2.9%
Nokia OYJ, ADR	1,584,059		7,999,498
Data Processing & Outsourced Services - 8.4%
Block Inc.	135,004	^a	9,303,126
PayPal Holdings Inc.	102,274	^a	9,556,483
Visa Inc., Cl. A	21,889	^b	4,349,563
			23,209,172
Holding Companies-Divers - 1.6%
Figure Acquisition Corp.	451,574	^a	4,457,035
Hotels, Resorts & Cruise Lines - 4.5%
Booking Holdings Inc.	6,637	^a	12,449,751
Interactive Media & Services - 8.6%
Alphabet Inc., Cl. C	180,400	^a	19,690,660
Meta Platforms Inc., Cl. A	25,266	^a	4,116,589
			23,807,249
Internet & Direct Marketing Research - 5.5%
Amazon.com Inc.	119,300	^a	15,123,661
Internet Services & Infrastructure - 3.5%
Shopify Inc., Cl. A	205,540	^a,b	6,505,341
Twilio Inc., Cl. A	45,044	^a	3,134,162
			9,639,503
Semiconductor Equipment - 8.6%
Applied Materials Inc.	130,416		12,268,233
Lam Research Corp.	26,369		11,547,249
			23,815,482
Semiconductors - 15.7%
Diodes Inc.	31,344	^a	2,230,752
Marvell Technology Inc.	155,424		7,276,952
NVIDIA Corp.	33,759		5,095,583
Qualcomm Inc.	101,653		13,445,642
Taiwan Semiconductor Manufacturing Co., ADR	182,209		15,187,120
			43,236,049



Description		Shares		Value ($)
Common Stocks - 96.0% (continued)
Systems Software - 15.6%
CrowdStrike Holdings Inc., CI. A		26,659	^a	4,868,200
JFrog Ltd.		126,181	^a	2,668,728
Microsoft Corp.		79,673		20,832,099
ServiceNow Inc.		33,795	^a	14,687,983
				43,057,010
Technology Hardware, Storage & Equipment - 4.9%
Apple Inc.		86,657		13,624,214
Trucking - 1.5%
Uber Technologies Inc.		139,473	^a	4,011,244
Total Common Stocks (cost $219,360,128)				265,133,889

Private Equity - .7%
Real Estate - .2%
Roofstock		35,162	^c	587,909
Software - .5%
Databricks Inc.		31,884	^c	1,439,881
Total Private Equity (cost $3,379,723)				2,027,790
	1-Day Yield (%)
Investment Companies - 3.4%
Registered Investment Companies - 3.4%
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares (cost $9,493,659)	2.34	9,493,659	^d	9,493,659
Total Investments (cost $232,233,510)		100.1%		276,655,338
Liabilities, Less Cash and Receivables		(.1%)		(290,488)
Net Assets		100.0%		276,364,850

ADR—American Depository Receipt

^a Non-income producing security.

^b Security, or portion thereof, on loan. At August 31, 2022, the value of the fund’s securities on loan was $10,746,314 and the value of the collateral was $10,974,327, consisting of U.S. Government & Agency securities. In addition, the value of collateral may include pending sales that are also on loan.

^c The fund held Level 3 securities at August 31, 2022. These securities were valued at $2,027,790 or .73% of net assets.

^d Investment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.

STATEMENT OF INVESTMENTS (continued)


Portfolio Summary (Unaudited) ^†	Value (%)
Information Technology	71.1
Consumer Discretionary	13.2
Communication Services	8.6
Investment Companies	3.4
Diversified	1.6
Industrials	1.5
Technology	.5
Real Estate	.2
	100.1

^† Based on net assets.

See notes to financial statements.


Affiliated Issuers
Description	Value ($) 8/31/2021	Purchases ($)^†	Sales ($)	Value ($) 8/31/2022	Dividends/ Distributions ($)
Registered Investment Companies - 3.4%
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 3.4%	10,798,404	106,114,784	(107,419,529)	9,493,659	53,107
Investment of Cash Collateral for Securities Loaned - .0%
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - .0%	-	27,021,950	(27,021,950)	-	16,150	^††
Total - 3.4%	10,798,404	133,136,734	(134,441,479)	9,493,659	69,257

^† Includes reinvested dividends/distributions.

See notes to financial statements.

STATEMENT OF ASSETS AND LIABILITIES

August 31, 2022



	Cost	Value
Assets ($):
Investments in securities—See Statement of Investments (including securities on loan, valued at $10,746,314)—Note 1(c):
Unaffiliated issuers	222,739,851	267,161,679
Affiliated issuers	9,493,659	9,493,659
Cash denominated in foreign currency	46,344	46,214
Dividends and securities lending income receivable		183,853
Receivable for shares of Common Stock subscribed		16,834
Tax reclaim receivable—Note 1(b)		6,457
Prepaid expenses		45,434
		276,954,130
Liabilities ($):
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(c)		281,645
Payable for shares of Common Stock redeemed		195,173
Directors’ fees and expenses payable		3,978
Other accrued expenses		108,484
		589,280
Net Assets ($)		276,364,850
Composition of Net Assets ($):
Paid-in capital		251,392,796
Total distributable earnings (loss)		24,972,054
Net Assets ($)		276,364,850


Net Asset Value Per Share	Class A	Class C	Class I	Class Y
Net Assets ($)	250,424,398	2,611,032	23,262,430	66,990
Shares Outstanding	6,856,708	135,568	522,146	1,490.69
Net Asset Value Per Share ($)	36.52	19.26	44.55	44.94

See notes to financial statements.

STATEMENT OF OPERATIONS

Year Ended August 31, 2022




Investment Income ($):
Income:
Cash dividends (net of $80,110 foreign taxes withheld at source):
Unaffiliated issuers					1,397,513
Affiliated issuers					53,107
Income from securities lending—Note 1(c)					16,150
Total Income					1,466,770
Expenses:
Management fee—Note 3(a)					2,942,623
Shareholder servicing costs—Note 3(c)					1,255,000
Professional fees					97,618
Registration fees					74,339
Prospectus and shareholders’ reports					35,851
Distribution fees—Note 3(b)					30,725
Directors’ fees and expenses—Note 3(d)					22,697
Chief Compliance Officer fees—Note 3(c)					17,169
Custodian fees—Note 3(c)					11,540
Loan commitment fees—Note 2					3,822
Miscellaneous					21,702
Total Expenses					4,513,086
Net Investment (Loss)					(3,046,316)
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):
Net realized gain (loss) on investments					(10,118,659)
Net change in unrealized appreciation (depreciation) on investments and foreign currency transactions					(180,452,367)
Net Realized and Unrealized Gain (Loss) on Investments					(190,571,026)
Net (Decrease) in Net Assets Resulting from Operations					(193,617,342)

See notes to financial statements.

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended August 31,
	2022	2021
Operations ($):
Net investment (loss)	(3,046,316)	(3,874,762)
Net realized gain (loss) on investments	(10,118,659)	93,005,796
Net change in unrealized appreciation (depreciation) on investments	(180,452,367)	14,639,401
Net Increase (Decrease) in Net Assets Resulting from Operations	(193,617,342)	103,770,435
Distributions ($):
Distributions to shareholders:
Class A	(79,738,309)	(22,761,811)
Class C	(1,625,975)	(606,583)
Class I	(6,222,702)	(1,615,487)
Class Y	(58,917)	(16,077)
Total Distributions	(87,645,903)	(24,999,958)
Capital Stock Transactions ($):
Net proceeds from shares sold:
Class A	16,444,712	23,783,218
Class C	1,002,584	841,821
Class I	11,607,531	15,003,209
Class Y	25,000	-
Distributions reinvested:
Class A	72,668,371	20,884,849
Class C	1,597,295	598,396
Class I	6,095,060	1,577,915
Class Y	56,126	15,280
Cost of shares redeemed:
Class A	(46,322,341)	(45,834,633)
Class C	(1,841,717)	(4,206,089)
Class I	(12,325,997)	(11,470,025)
Class Y	(319,476)	-
Increase (Decrease) in Net Assets from Capital Stock Transactions	48,687,148	1,193,941
Total Increase (Decrease) in Net Assets	(232,576,097)	79,964,418
Net Assets ($):
Beginning of Period	508,940,947	428,976,529
End of Period	276,364,850	508,940,947

STATEMENT OF CHANGES IN NET ASSETS (continued)


		Year Ended August 31,
		2022	2021
Capital Share Transactions (Shares):
Class A^a,b
Shares sold		321,634	366,719
Shares issued for distributions reinvested		1,160,466	326,888
Shares redeemed		(932,258)	(705,564)
Net Increase (Decrease) in Shares Outstanding		549,842	(11,957)
Class C^a
Shares sold		33,675	20,641
Shares issued for distributions reinvested		48,082	15,215
Shares redeemed		(69,367)	(104,060)
Net Increase (Decrease) in Shares Outstanding		12,390	(68,204)
Class I^b
Shares sold		182,419	197,587
Shares issued for distributions reinvested		79,914	20,963
Shares redeemed		(203,314)	(153,833)
Net Increase (Decrease) in Shares Outstanding		59,019	64,717
Class Y
Shares sold		546	-
Shares issued for distributions reinvested		730	201
Shares redeemed		(4,359)	-
Net Increase (Decrease) in Shares Outstanding		(3,083)	201

^a	During the period ended August 31, 2021, 7,003 Class C shares representing $273,943 were automatically converted to 4,393 Class A shares.
^b	During the period ended August 31, 2022, 1,044 Class A shares representing $51,570 were exchanged for 866 Class I shares.
See notes to financial statements.

FINANCIAL HIGHLIGHTS



	Year Ended August 31,
Class A Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	73.40	62.07	43.75	59.03	49.66
Investment Operations:
Net investment (loss)^a	(.41)	(.56)	(.12)	(.07)	(.18)
Net realized and unrealized gain (loss) on investments	(23.59)	15.57	25.25	(3.93)	14.40
Total from Investment Operations	(24.00)	15.01	25.13	(4.00)	14.22
Distributions:
Dividends from net realized gain on investments	(12.88)	(3.68)	(6.81)	(11.28)	(4.85)
Net asset value, end of period	36.52	73.40	62.07	43.75	59.03
Total Return (%)^b	(40.01)	25.06	67.36	(4.38)	30.67
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	1.16	1.15	1.20	1.20	1.22
Ratio of net investment (loss) to average net assets	(.79)	(.85)	(.28)	(.15)	(.34)
Portfolio Turnover Rate	43.78	54.26	70.24	69.92	49.14
Net Assets, end of period ($ x 1,000)	250,424	462,897	392,204	263,227	310,110

^a Based on average shares outstanding.

^b Exclusive of sales charge.

See notes to financial statements.

FINANCIAL HIGHLIGHTS (continued)



	Year Ended August 31,
Class C Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	44.92	39.59	30.51	45.44	39.52
Investment Operations:
Net investment (loss)^a	(.46)	(.65)	(.30)	(.29)	(.47)
Net realized and unrealized gain (loss) on investments	(12.32)	9.66	16.19	(3.36)	11.24
Total from Investment Operations	(12.78)	9.01	15.89	(3.65)	10.77
Distributions:
Dividends from net realized gain on investments	(12.88)	(3.68)	(6.81)	(11.28)	(4.85)
Net asset value, end of period	19.26	44.92	39.59	30.51	45.44
Total Return (%)^b	(40.50)	24.07	66.16	(5.10)	29.74
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	1.97	1.94	1.96	1.92	1.96
Ratio of net investment (loss) to average net assets	(1.60)	(1.64)	(1.03)	(.88)	(1.14)
Portfolio Turnover Rate	43.78	54.26	70.24	69.92	49.14
Net Assets, end of period ($ x 1,000)	2,611	5,533	7,576	8,754	13,692

^a Based on average shares outstanding.

^b Exclusive of sales charge.

See notes to financial statements.



	Year Ended August 31,
Class I Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	86.61	72.48	49.88	65.30	54.34
Investment Operations:
Net investment income (loss)^a	(.36)	(.49)	(.03)	.04	(.07)
Net realized and unrealized gain (loss) on investments	(28.82)	18.30	29.44	(4.18)	15.88
Total from Investment Operations	(29.18)	17.81	29.41	(4.14)	15.81
Distributions:
Dividends from net realized gain on investments	(12.88)	(3.68)	(6.81)	(11.28)	(4.85)
Net asset value, end of period	44.55	86.61	72.48	49.88	65.30
Total Return (%)	(39.88)	25.33	67.73	(4.16)	30.97
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.94	.93	.98	.96	.99
Ratio of net investment income (loss) to average net assets	(.57)	(.62)	(.05)	.08	(.11)
Portfolio Turnover Rate	43.78	54.26	70.24	69.92	49.14
Net Assets, end of period ($ x 1,000)	23,262	40,112	28,877	23,367	34,742

^a Based on average shares outstanding.

See notes to financial statements.

FINANCIAL HIGHLIGHTS (continued)



	Year Ended August 31,
Class Y Shares	2022	2021	2020	2019	2018
Per Share Data ($):
Net asset value, beginning of period	87.21	72.90	50.08	65.48	54.40
Investment Operations:
Net investment income (loss)^a	(.40)	(.43)	.03	.14	.01
Net realized and unrealized gain (loss) on investments	(28.99)	18.42	29.60	(4.26)	15.92
Total from Investment Operations	(29.39)	17.99	29.63	(4.12)	15.93
Distributions:
Dividends from net realized gain on investments	(12.88)	(3.68)	(6.81)	(11.28)	(4.85)
Net asset value, end of period	44.94	87.21	72.90	50.08	65.48
Total Return (%)	(39.84)	25.43	67.91	(4.11)	31.16
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.87	.85	.88	.89	.85
Ratio of net investment income (loss) to average net assets	(.51)	(.55)	.05	.26	.02
Portfolio Turnover Rate	43.78	54.26	70.24	69.92	49.14
Net Assets, end of period ($ x 1,000)	67	399	319	165	14

^a Based on average shares outstanding.

See notes to financial statements.

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Technology Growth Fund (the “fund”) is a separate diversified series of BNY Mellon Advantage Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering eight series, including the fund. The fund’s investment objective is to seek capital appreciation. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Newton Investment Management North America, LLC (the “Sub-Adviser”), a wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, serves as the fund’s sub-adviser.

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 700 million shares of $.001 par value Common Stock. The fund currently has authorized four classes of shares: Class A (200 million shares authorized), Class C (100 million shares authorized), Class I (250 million shares authorized), and Class Y (150 million shares authorized). Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including BNY Mellon and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses

NOTES TO FINANCIAL STATEMENTS (continued)

on investments are allocated to each class of shares based on its relative net assets.

As of August 31, 2022, MBC Investments Corporation, an indirect subsidiary of BNY Mellon, held 217 of Class Y shares of the fund.

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:

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the

NOTES TO FINANCIAL STATEMENTS (continued)

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 August 31, 2022 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	265,133,889	-	-	265,133,889


	Level 1-Unadjusted Quoted Prices	Level 2- Other Significant Observable Inputs	Level 3-Significant Unobservable Inputs	Total
Assets ($)(continued)
Investments in Securities:^†(continued)
Equity Securities - Private Equity	-	-	2,027,790	2,027,790
Investment Companies	9,493,659	-	-	9,493,659

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

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:


	Equity Securities-Private Equity ($)
Balance as of 8/31/2021^†	2,342,968
Net realized gain (loss)	-
Change in unrealized appreciation (depreciation)	(1,351,933)
Purchases/Issuances	1,036,755
Sales/Dispositions	-
Transfers into Level 3	-
Transfers out of Level 3	-
Balances as of 8/31/2022^†	2,027,790
The amount of total net gains (loss) for the period included in earnings attributable to the change in unrealized appreciation (depreciation) relating to investments still held at 8/31/2022	(1,351,933)

^† Securities deemed as Level 3 due to the lack of observable inputs by management assessment.

NOTES TO FINANCIAL STATEMENTS (continued)


Asset Category- Issuer Name	Value ($)	Valuation Techniques/ Methodologies	Unobservable Inputs	Range	Weighted Average
Private Equity:
Roofstock	587,909	Public Comparables/ Enterprise Value	Enterprise Value as Multiple of Revenue	.1x-9.8x	2.1x
Databricks	1,439,881	Public Comparables/ Enterprise Value	Enterprise Value as Multiple of Revenue	15.9x-26.3x	19.7x

Pursuant to a securities lending agreement with BNY Mellon, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, BNY Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended August 31, 2022, BNY Mellon earned $2,202 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.

NOTES TO FINANCIAL STATEMENTS (continued)

market conditions and could trigger a prolonged period of global economic slowdown. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

Each tax year in the four-year period ended August 31, 2022 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At August 31, 2022, the components of accumulated earnings on a tax basis were as follows: unrealized appreciation $43,370,132. In addition, the fund had $16,657,587 of capital losses realized after October 31, 2021 and $1,740,491 of late year ordinary losses both deferred for tax purposes to the first day of the following fiscal year.

The tax character of distributions paid to shareholders during the fiscal years ended August 31, 2022 and August 31, 2021 were as follows: ordinary income $32,094,668 and $0, and long-term capital gains $55,551,235 and $24,999,958.

During the period ended August 31, 2022, as a result of permanent book to tax differences, primarily due to the tax treatment for net operating losses, the fund increased total distributable earnings (loss) by $1,308,978 and decreased paid-in capital by the same amount. Net assets and net asset value per share were not affected by this reclassification.

NOTE 2—Bank Lines of Credit:

NOTE 3—Management Fee, Sub-Advisory Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement with the Adviser, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly.

During the period ended August 31, 2022, the Distributor retained $7,411 from commissions earned on sales of the fund’s Class A shares and $819 from CDSC fees on redemptions of the fund’s Class C shares.

NOTES TO FINANCIAL STATEMENTS (continued)

are made. During the period ended August 31, 2022, Class C shares were charged $30,725 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended August 31, 2022, Class A and Class C shares were charged $889,484 and $10,242, respectively, pursuant to the Shareholder Services Plan.

The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services inclusive of earnings credits, if any, 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 August 31, 2022, the fund was charged $115,120 for transfer agency services, inclusive of earnings credit, if any. These fees are included in Shareholder servicing costs 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 $190,981, Distribution Plan fees of $1,807, Shareholder Services Plan fees of $58,371, Custodian fees of $3,500, Chief Compliance Officer fees of $2,539 and Transfer Agent fees of $24,447.

(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 August 31, 2022, amounted to $168,813,642 and $209,847,311, respectively.

At August 31, 2022, the cost of investments for federal income tax purposes was $233,285,076; accordingly, accumulated net unrealized appreciation on investments was $43,370,262, consisting of $72,690,587 gross unrealized appreciation and $29,320,325 gross unrealized depreciation.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon Technology Growth Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Technology Growth Fund (the “Fund”) (one of the funds constituting BNY Mellon Advantage Funds, Inc.), including the statement of investments, as of August 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Advantage Funds, Inc.) at August 31, 2022, 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

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
October 24, 2022

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby reports 2.89% of the ordinary dividends paid during the fiscal year ended August 31, 2022 as qualifying for the corporate dividends received deduction. 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 year, $1,054,420 represents the maximum amount that may be considered qualified dividend income. The fund hereby reports $4.7164 per share as a short term capital gain distribution and $8.1631 per share as a long-term capital gain distribution paid on December 8, 2021.

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)

consisting of all retail and institutional science and technology funds (the “Performance Universe”), all for various periods ended December 31, 2021, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all institutional science and technology 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 discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was at or above the Performance Group and Performance Universe medians for all periods, except the one- and ten-year periods when it was below the Performance Group and Performance Universe medians. 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 managers are 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 payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

The Board considered that the fund’s contractual management fee was lower than the Expense Group median contractual management fee, the fund’s actual management fee was equal to the Expense Group median and lower than the Expense Universe median actual management fee and the fund’s total expenses were equal to the Expense Group median and lower than the Expense Universe median total expenses.

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 or separate accounts and/or other types of client portfolios advised by the Adviser or the Sub-Adviser that are considered to have similar investment strategies and policies as the fund.

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

Analysis of Profitability and Economies of Scale. Representatives of the Adviser reviewed the expenses allocated and profit received by the Adviser and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to the Adviser and its affiliates for managing the funds in the BNY Mellon fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not excessive, given the services rendered and service levels provided by the Adviser and its affiliates. The Board also had been provided with information prepared by an independent consulting firm regarding the Adviser’s approach to allocating costs to, and determining the profitability of, individual funds and the entire BNY Mellon fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since the Adviser, and not the fund, pays the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’s profitability to be relevant to its deliberations. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have realized any economies of scale would be less. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser and the Sub-Adviser from acting as investment adviser and sub-adviser, respectively, and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.

· 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 agreed to closely monitor performance and determined to approve renewal of the Agreements only through September 30, 2022.

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

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

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.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper, which included information comparing (1) the performance of the fund’s Class I shares with the performance of a group of institutional science and technology 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 science and technology funds (the “Performance Universe”), all for various periods ended June 30, 2022, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all institutional science and technology 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 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 and Performance Universe medians for all periods. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index. 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 the periods under review and noted that the fund’s current portfolio managers assumed responsibility for managing the fund’s assets in March 2022.

Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate payable by the fund to the Adviser in light of the nature, extent and quality of the management services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year. 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 slightly lower than the Expense Group median contractual management fee, the fund’s actual management fee was equal to the Expense Group median and lower than the Expense Universe median actual management fee, and the fund’s total expenses were equal to the Expense Group median and lower than the Expense Universe median total expenses.

Representatives of the Adviser stated that the Adviser has contractually agreed, until December 31, 2022, to waive receipt of a portion of its management fee in the amount of .10% of the value of the fund’s average daily net assets.

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

had been provided with information prepared by an independent consulting firm regarding the Adviser’s approach to allocating costs to, and determining the profitability of, individual funds and the entire BNY Mellon fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. 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-adviser, respectively, and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.

· The Board concluded that the nature, extent and quality of the services provided by the Adviser and the Sub-Adviser are adequate and appropriate.

· The Board generally was satisfied with the explanations from the Adviser and the Sub-Adviser concerning the reasons for the fund’s relative performance and efforts to improve the fund’s overall performance.

been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

Assessment of Program

BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (78)

Chairman of the Board (1995)

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-Present)

No. of Portfolios for which Board Member Serves: 94

———————

Peggy C. Davis (79)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Shad Professor of Law, New York University School of Law (1983-Present)

No. of Portfolios for which Board Member Serves: 33

———————

Gina D. France (64)

Board Member (2019)

Principal Occupation During Past 5 Years:

· France Strategic Partners, a strategy and advisory firm serving corporate clients across the United States, Founder, President and Chief Executive Officer (2003-Present)

Other Public Company Board Memberships During Past 5 Years:

· Huntington Bancshares, a bank holding company headquartered in Columbus, Ohio, Director (2016-Present)

· Cedar Fair, L.P., a publicly-traded partnership that owns and operates amusement parks and hotels in the U.S. and Canada, Director (2011-Present)

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2015-Present)

· FirstMerit Corporation, a diversified financial services company, Director (2004-2016)

No. of Portfolios for which Board Member Serves: 23

———————

Joan Gulley (74)

Board Member (2017)

Principal Occupation During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 40

———————

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Robin A. Melvin (58)

Board Member (2012)

Principal Occupation During Past 5 Years:

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

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

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

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: 72

———————

OFFICERS OF THE FUND (Unaudited)

DAVID DIPETRILLO, President since January 2021.

JAMES WINDELS, Treasurer since November 2001.

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

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

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

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

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

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

OFFICERS OF THE FUND (Unaudited) (continued)

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

DANIEL GOLDSTEIN, Vice President since March 2022.

JOSEPH MARTELLA, Vice President since March 2022.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

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

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

This page intentionally left blank.

For More Information

BNY Mellon Technology Growth Fund

240 Greenwich Street

New York, NY 10286

Adviser

BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, NY 10286

Sub-Adviser

Newton Investment Management

North America, LLC

BNY Mellon Center

201 Washington Street

Boston, MA 02108

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: DTGRX Class C: DTGCX Class I: DGVRX Class Y: DTEYX

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


© 2022 BNY Mellon Securities Corporation 0255AR0822

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 Gina France, 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"). Ms. France 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 $174,265 in 2021 and $142,200 in 2022.

(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 $35,400 in 2021 and $28,889 in 2022. 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 2021 and $0 in 2022.

(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 $30,622 in 2021 and $19,051 in 2022. 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 $0 in 2021 and $26,949 in 2022.

(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 $9,941 in 2021 and $19,641 in 2022. 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 2021 and $0 in 2022.

(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 $2,692,122 in 2021 and $2,418,678 in 2022.

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 Advantage Funds, Inc.

By: /s/ David J. DiPetrillo

David J. DiPetrillo

President (Principal Executive Officer)

Date: October 21, 2022

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: October 21, 2022

By: /s/ James Windels

James Windels

Treasurer (Principal Financial Officer)

Date: October 21, 2022

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)