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 Alan
H. Howard, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange
Commission (the "SEC"). Mr. Howard is "independent" as defined by the SEC for purposes of audit committee financial expert
determinations.
|
Item 4. |
Principal Accountant Fees and Services. |
(a) Audit
Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services
rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements
or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting
Periods, were $36,261 in 2023 and $36,986 in 2024.
(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 $7,319 in 2023 and $7,332 in 2024. 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 2023 and $0 in 2024.
(c) Tax
Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance,
tax advice, and tax planning ("Tax Services") were $4,763 in 2023 and $4,763 in 2024. These services consisted of: (i) review
or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance
regarding statutory, regulatory or administrative developments; (iii) tax advice regarding tax qualification matters and/or treatment
of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies.
The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval
by the Audit Committee were $6,737 in 2023 and $7,439 in 2024.
(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 $4,390 in 2023 and $4,938 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
2023
and
$0
in
2024.
(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
$1,865,667
in
2023
and
$1,429,804
in
2024.
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.
|
Item 5. |
Audit Committee of Listed Registrants. |
Not applicable.
Not applicable.
BNY Mellon Active MidCap Fund
ANNUAL FINANCIALS
AND OTHER INFORMATION
IMPORTANT NOTICE – CHANGES
TO ANNUAL AND SEMI-ANNUAL REPORTS
The Securities
and Exchange Commission (the “SEC”) has adopted rule and form amendments which have resulted
in changes to the design and delivery of annual and semi-annual fund reports (“Reports”). Reports are
now streamlined to highlight key information. Certain information previously included in Reports, including
financial statements, no longer appear in the Reports but will be available online within the Semi-Annual
and Annual Financials and Other Information, delivered free of charge to shareholders upon request,
and filed with the SEC.
Save
time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.bny.com/investments
and sign up for eCommunications. It’s simple and only takes a few minutes.
The
views expressed in this report reflect those of the portfolio manager(s) only through the end of the period
covered and do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other
person in the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change
at any time based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims
any responsibility to update such views. These views may not be relied on as investment advice and,
because investment decisions for a fund in the BNY Mellon Family of Funds are based on numerous factors,
may not be relied on as an indication of trading intent on behalf of any fund in the BNY Mellon
Family of
Funds.
Not FDIC-Insured
• Not Bank-Guaranteed • May Lose Value
Contents
Please note
the Annual Financials and Other Information only contains Items 7-11 required in Form
N-CSR. All other required items will be filed with the SEC.
Item
7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
BNY Mellon Active MidCap Fund
Statement of Investments
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Automobiles
& Components — .8% |
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Armstrong
World Industries, Inc. |
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Axon
Enterprise, Inc. (a)
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Generac
Holdings, Inc. (a)
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Lincoln
Electric Holdings, Inc. |
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MSC
Industrial Direct Co., Inc., Cl. A |
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The
AZEK Company, Inc. (a)
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Vertiv
Holdings Co., Cl. A |
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Watts
Water Technologies, Inc., Cl. A |
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Commercial
& Professional Services — 3.3% |
Booz
Allen Hamilton Holding Corp. |
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Broadridge
Financial Solutions, Inc. |
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Consumer
Discretionary Distribution & Retail — 3.0% |
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Statement of Investments (continued)
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Common
Stocks — 99.2% (continued) |
Consumer
Discretionary Distribution & Retail — 3.0% (continued) |
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Consumer
Durables & Apparel — 2.8% |
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Deckers
Outdoor Corp. (a)
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Grand
Canyon Education, Inc. (a)
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MGM
Resorts International (a)
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Royal
Caribbean Cruises Ltd. |
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Consumer
Staples Distribution & Retail — 2.1% |
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Sprouts
Farmers Market, Inc. (a)
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US
Foods Holding Corp. (a)
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Equity
Real Estate Investment Trusts — 7.0% |
Brixmor
Property Group, Inc. (b)
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EastGroup
Properties, Inc. (b)
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Essex
Property Trust, Inc. (b)
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First
Industrial Realty Trust, Inc. (b)
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Host
Hotels & Resorts, Inc. (b)
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Common
Stocks — 99.2% (continued) |
Equity
Real Estate Investment Trusts — 7.0% (continued) |
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Lamar
Advertising Co., Cl. A (b)
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Mid-America
Apartment Communities, Inc. (b)
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Park
Hotels & Resorts, Inc. (b)
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Sabra
Health Care REIT, Inc. (b)
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Simon
Property Group, Inc. (b)
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Financial
Services — 7.5% |
Affirm
Holdings, Inc. (a)
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Ameriprise
Financial, Inc. |
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Coinbase
Global, Inc., Cl. A (a)
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Discover
Financial Services |
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Euronet
Worldwide, Inc. (a)
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FactSet
Research Systems, Inc. |
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Jack
Henry & Associates, Inc. |
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T.
Rowe Price Group, Inc. |
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The
Western Union Company |
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Food,
Beverage & Tobacco — 3.7% |
Celsius
Holdings, Inc. (a)
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Molson
Coors Beverage Co., Cl. B |
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Health
Care Equipment & Services — 6.4% |
Align
Technology, Inc. (a)
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Doximity,
Inc., Cl. A (a)
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GE
HealthCare Technologies, Inc. |
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IDEXX
Laboratories, Inc. (a)
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Inspire
Medical Systems, Inc. (a)
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Molina
Healthcare, Inc. (a)
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Statement of Investments (continued)
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Common
Stocks — 99.2% (continued) |
Health
Care Equipment & Services — 6.4% (continued) |
Option
Care Health, Inc. (a)
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Tenet
Healthcare Corp. (a)
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Veeva
Systems, Inc., Cl. A (a)
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Household
& Personal Products — 1.0% |
BellRing
Brands, Inc. (a)
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Reynolds
Consumer Products, Inc. |
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Cincinnati
Financial Corp. |
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CNO
Financial Group, Inc. |
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Kinsale
Capital Group, Inc. |
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The
Hartford Financial Services Group, Inc. |
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White
Mountains Insurance Group Ltd. |
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Cleveland-Cliffs,
Inc. (a)
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Media
& Entertainment — 4.4% |
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Nexstar
Media Group, Inc. |
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Pinterest,
Inc., Cl. A (a)
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Common
Stocks — 99.2% (continued) |
Media
& Entertainment — 4.4% (continued) |
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The
New York Times Company, Cl. A |
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The
Trade Desk, Inc., Cl. A (a)
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Pharmaceuticals,
Biotechnology & Life Sciences — 5.6% |
Agilent
Technologies, Inc. |
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Alnylam
Pharmaceuticals, Inc. (a)
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Charles
River Laboratories International, Inc. (a)
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Elanco
Animal Health, Inc. (a)
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Halozyme
Therapeutics, Inc. (a)
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Medpace
Holdings, Inc. (a)
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Mettler-Toledo
International, Inc. (a)
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Neurocrine
Biosciences, Inc. (a)
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Sarepta
Therapeutics, Inc. (a)
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West
Pharmaceutical Services, Inc. |
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Semiconductors
& Semiconductor Equipment — 1.7% |
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Monolithic
Power Systems, Inc. |
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Software
& Services — 9.2% |
Akamai
Technologies, Inc. (a)
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|
|
AppFolio,
Inc., Cl. A (a)
|
|
|
|
|
|
AppLovin
Corp., Cl. A (a)
|
|
|
|
|
|
Cloudflare,
Inc., Cl. A (a)
|
|
|
|
|
|
CrowdStrike
Holdings, Inc., Cl. A (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MicroStrategy,
Inc., Cl. A (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Palantir
Technologies, Inc., Cl. A (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Investments (continued)
|
|
|
|
|
|
|
Common
Stocks — 99.2% (continued) |
Software
& Services — 9.2% (continued) |
|
|
|
|
|
|
|
RingCentral,
Inc., Cl. A (a)
|
|
|
|
|
|
Smartsheet,
Inc., Cl. A (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zoom
Communications, Inc. (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology
Hardware & Equipment — 2.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telecommunication
Services — .3% |
Iridium
Communications, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American
Water Works Co., Inc. |
|
|
|
|
|
Consolidated
Edison, Inc. |
|
|
|
|
|
Constellation
Energy Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
New
Jersey Resources Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pinnacle
West Capital Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
Public
Service Enterprise Group, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stocks — 99.2% (continued) |
Utilities
— 4.9% (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Common Stocks
(cost
$365,918,005) |
|
|
|
|
|
|
|
|
|
|
|
|
Investment
Companies — .8% |
Registered
Investment Companies — .8% |
Dreyfus
Institutional Preferred Government Plus Money Market Fund, Institutional
(cost
$3,619,112) |
|
|
|
|
|
Total
Investments (cost $369,537,117)
|
|
|
|
|
|
Cash
and Receivables (Net) |
|
|
|
|
|
|
|
|
|
|
|
|
REIT—Real
Estate Investment Trust |
|
|
Non-income
producing security. |
|
|
Investment
in real estate investment trust within the United States. |
|
|
Investment
in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment
company’s
prospectus.
|
|
|
|
|
|
|
|
|
Dividends/
Distributions
($) |
Registered
Investment Companies - .8% |
Dreyfus
Institutional Preferred Government Plus Money
Market
Fund, Institutional Shares - .8% |
|
|
|
|
|
Investment
of Cash Collateral for Securities Loaned - .0% |
|
Dreyfus
Institutional Preferred Government Plus Money
Market
Fund, Institutional Shares - .0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
December 31, 2024
|
|
|
|
|
|
|
|
Investments
in securities—See Statement of Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivable
for shares of Common Stock subscribed |
|
|
Tax
reclaim receivable—Note 1(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due
to BNY Mellon Investment Adviser, Inc. and affiliates—Note
3(c)
|
|
|
Payable
for shares of Common Stock redeemed |
|
|
Directors’
fees and expenses payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Composition
of Net Assets ($): |
|
|
|
|
|
|
Total
distributable earnings (loss) |
|
|
|
|
|
|
Net
Asset Value Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Asset Value Per Share ($) |
|
|
|
|
See notes to financial
statements.
Year Ended December
31, 2024
|
|
|
|
|
|
|
|
|
Cash
dividends (net of $7,872 foreign taxes withheld at source): |
|
|
|
|
|
|
|
Income
from securities lending—Note 1(c)
|
|
|
|
|
|
|
|
|
|
|
Shareholder
servicing costs—Note 3(c)
|
|
|
|
|
|
|
|
Directors’
fees and expenses—Note 3(d)
|
|
Prospectus
and shareholders’ reports |
|
|
|
|
Chief
Compliance Officer fees—Note 3(c)
|
|
Loan
commitment fees—Note 2 |
|
Distribution
fees—Note 3(b)
|
|
|
|
|
|
|
|
Less—reduction
in expenses due to undertaking—Note 3(a)
|
|
Less—reduction
in fees due to earnings credits—Note 3(c)
|
|
|
|
|
|
|
|
Realized
and Unrealized Gain (Loss) on Investments—Note 4 ($):
|
|
Net
realized gain (loss) on investments |
|
Net
change in unrealized appreciation (depreciation) on investments |
|
Net
Realized and Unrealized Gain (Loss) on Investments |
|
Net
Increase in Net Assets Resulting from Operations |
|
See notes to financial
statements.
STATEMENT
OF CHANGES IN NET ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized gain (loss) on investments |
|
|
Net
change in unrealized appreciation (depreciation) on investments |
|
|
Net
Increase (Decrease) in Net Assets Resulting from Operations |
|
|
|
|
|
|
Distributions
to shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
Stock Transactions ($): |
|
|
Net
proceeds from shares sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
reinvested: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Net Assets from Capital Stock Transactions |
|
|
Total
Increase (Decrease) in Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
Share Transactions (Shares): |
|
|
|
|
|
|
|
|
|
|
Shares
issued for distributions reinvested |
|
|
|
|
|
|
Net
Increase (Decrease) in Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
Shares
issued for distributions reinvested |
|
|
|
|
|
|
Net
Increase (Decrease) in Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
Shares
issued for distributions reinvested |
|
|
|
|
|
|
Net
Increase (Decrease) in Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
Shares
issued for distributions reinvested |
|
|
|
|
|
|
Net
Increase (Decrease) in Shares Outstanding |
|
|
|
|
During
the period ended December 31, 2024, 3,126 Class A shares representing $183,624 were exchanged for 3,110 Class I shares.
|
|
|
During
the period ended December 31, 2023, 209 Class C shares representing $8,909 were automatically converted to 180 Class A shares.
|
See notes to financial
statements.
The
following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover
rate) reflects financial results for
a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset
value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption
at net asset value on the last day
of the period. Net asset value total return includes adjustments in accordance with accounting principles generally
accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon
those net asset values may differ from the net asset
value and returns for shareholder transactions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized and unrealized gain (loss) on investments |
|
|
|
|
|
Total
from Investment Operations |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
from net investment income |
|
|
|
|
|
Dividends
from net realized gain on investments |
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, end of period |
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental
Data (%): |
|
|
|
|
Ratio
of total expenses to average net assets |
|
|
|
|
|
Ratio
of net expenses to average net assets |
|
|
|
|
|
Ratio
of net investment income to average net assets |
|
|
|
|
|
|
|
|
|
|
|
|
Net
Assets, end of period ($ x 1,000) |
|
|
|
|
|
|
|
Based
on average shares outstanding. |
|
|
Exclusive
of sales charge. |
See notes to financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized and unrealized gain (loss) on investments |
|
|
|
|
|
Total
from Investment Operations |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
from net realized gain on investments |
|
|
|
|
|
Net
asset value, end of period |
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental
Data (%): |
|
|
|
|
Ratio
of total expenses to average net assets |
|
|
|
|
|
Ratio
of net expenses to average net assets |
|
|
|
|
|
Ratio
of net investment (loss) to average net assets |
|
|
|
|
|
|
|
|
|
|
|
|
Net
Assets, end of period ($ x 1,000) |
|
|
|
|
|
|
|
Based
on average shares outstanding. |
|
|
Exclusive
of sales charge. |
See notes to financial statements.
FINANCIAL
HIGHLIGHTS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized and unrealized gain (loss) on investments |
|
|
|
|
|
Total
from Investment Operations |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
from net investment income |
|
|
|
|
|
Dividends
from net realized gain on investments |
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, end of period |
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental
Data (%): |
|
|
|
|
Ratio
of total expenses to average net assets |
|
|
|
|
|
Ratio
of net expenses to average net assets |
|
|
|
|
|
Ratio
of net investment income to average net assets |
|
|
|
|
|
|
|
|
|
|
|
|
Net
Assets, end of period ($ x 1,000) |
|
|
|
|
|
|
|
Based
on average shares outstanding. |
See notes to financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized and unrealized gain (loss) on investments |
|
|
|
|
|
Total
from Investment Operations |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
from net investment income |
|
|
|
|
|
Dividends
from net realized gain on investments |
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, end of period |
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental
Data (%): |
|
|
|
|
Ratio
of total expenses to average net assets |
|
|
|
|
|
Ratio
of net expenses to average net assets |
|
|
|
|
|
Ratio
of net investment income to average net assets |
|
|
|
|
|
|
|
|
|
|
|
|
Net
Assets, end of period ($ x 1,000) |
|
|
|
|
|
|
|
Based
on average shares outstanding. |
See notes to financial
statements.
NOTES
TO FINANCIAL STATEMENTS
NOTE
1—
Significant
Accounting Policies:
BNY Mellon
Active MidCap Fund (the “fund”)
is a separate diversified series of BNY Mellon Strategic 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 three series, including the fund. The fund’s investment objective is to seek
to maximize capital appreciation.
BNY Mellon Investment Adviser, Inc. (the “Adviser”),
a wholly-owned subsidiary of The Bank of New York
Mellon Corporation (“BNY”),
serves as the fund’s investment adviser. Newton Investment Management North America, LLC (the “Sub-Adviser”
or “NIMNA”),
an indirect wholly-owned subsidiary of BNY and an affiliate of the Adviser, serves as the fund’s sub-adviser.
NIMNA has entered into a sub-sub-investment advisory agreement with its affiliate, Newton Investment Management Limited (“NIM”),
which enables NIM to provide certain advisory services to the Sub-Adviser for the benefit of the fund, including, but not limited
to, portfolio management services. NIM is subject to the supervision of NIMNA and the Adviser. NIM is also an affiliate of the Adviser.
NIM, located at 160 Queen Victoria Street, London, EC4V, 4LA, England, was formed in 1978. NIM is an indirect subsidiary of BNY.
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 270 million shares of $.001 par value of Common Stock. The fund currently has authorized four classes of
shares: Class A (90 million shares authorized), Class C (15 million shares authorized), Class I (65 million shares authorized) and Class
Y (100 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 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.
NOTES
TO FINANCIAL STATEMENTS (continued)
Various
inputs are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized
in the three broad levels listed below:
Level 1—unadjusted
quoted prices in active markets for identical investments.
Level 2—other
significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit
risk, etc.).
Level 3—significant
unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).
The inputs
or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Changes in
valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques
used to value the fund’s investments are as follows:
The Company’s
Board of Directors (the “Board”)
has designated the Adviser as the fund’s valuation designee to make all fair value determinations
with respect to the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.
Investments
in equity securities are valued at the last sales price on the securities exchange or national securities market on which such securities
are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the
official closing price or, if there is no official closing price that day, at the last sales price. For open short positions, asked prices
are used for valuation purposes.
Bid price is used when no asked price is available. Registered investment companies that are not traded on an
exchange are valued at their net asset value. All of the preceding securities are generally categorized within Level 1 of the fair value
hierarchy.
Securities
not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average
of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.
Fair valuing
of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities
and other appropriate indicators, such as prices of relevant American Depositary Receipts and futures. Utilizing these techniques
may result in transfers between Level 1 and Level 2 of the fair value hierarchy.
When market
quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when
the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally
traded, but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance
with the procedures approved by the Board. Certain factors may be considered when fair valuing investments such as: fundamental
analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which
the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities
are either categorized within Level 2 or 3 of the
fair value hierarchy depending on the relevant inputs used.
For securities
where observable inputs are limited, assumptions about market activity and risk are used and such securities are generally categorized
within Level 3 of the fair value hierarchy.
The following is a summary
of the inputs used as of December 31, 2024 in valuing the fund’s investments:
|
|
Level
1 -
Unadjusted
Quoted
Prices |
Level
2- Other
Significant
Observable
Inputs |
Level
3-
Significant
Unobservable
Inputs
|
|
|
|
|
|
|
|
Investments
in Securities:†
|
|
|
|
|
Equity
Securities -
Common
Stocks |
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See
Statement of Investments for additional detailed categorizations, if any. |
(b) Foreign
taxes: The fund may be subject to foreign taxes (a
portion of which may be reclaimable) on income, stock dividends, realized
and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance
NOTES
TO FINANCIAL STATEMENTS (continued)
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 December 31, 2024, 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, 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. Any non-cash collateral received cannot be sold or re-pledged by the fund, except in the event of borrower default,
and is not reflected in the Statement of Assets and Liabilities. The securities on loan, if any, are also disclosed in the fund’s
Statement of Investments. 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 is required to
replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated
to the fund’s rights against
the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an
overnight and continuous basis. During the period ended December 31, 2024, BNY earned $3,908 from the lending of the fund’s portfolio
securities, pursuant to the securities lending agreement.
For financial
reporting purposes, the fund elects not to offset assets and liabilities subject to a securities lending agreement, if any, in the Statement
of Assets and Liabilities. Therefore, all qualifying transactions are presented on a gross basis in the Statement of Assets and Liabilities.
As of December 31, 2024, the fund had no securities on loan.
(d) Affiliated
issuers: Investments in other investment companies
advised by the Adviser are considered “affiliated” under the Act.
(e) Market
Risk: The value of the securities in which the fund
invests may be affected by political, regulatory, economic and social developments,
and developments that impact specific economic sectors, industries or segments of the market. 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.
(f) Dividends
and distributions to shareholders:
Dividends and distributions are recorded on the ex-dividend date. Dividends from net
investment income and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make
distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended
(the “Code”). To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of
the fund not to distribute such
gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ
from GAAP.
(g) Federal
income taxes: It is the policy of the fund to continue
to qualify as a regulated investment company, if such qualification is in
the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable
income and net realized capital gain sufficient to
relieve it from substantially all federal income and excise taxes.
As of and
during the period ended December 31, 2024, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes
interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the
period ended December 31, 2024, the fund did not incur any interest or penalties.
Each tax year
in the four-year period ended December 31, 2024 remains subject to examination by the Internal Revenue Service and state
taxing authorities.
At December
31, 2024, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $1,864,261,
undistributed capital gains $6,746,988 and unrealized appreciation $87,065,980.
The tax character
of distributions paid to shareholders during the fiscal years ended December 31, 2024 and December 31, 2023 were as
follows: ordinary income $8,409,781 and $3,266,080, and long-term capital gains $29,673,950 and $4,143,923, respectively.
NOTES
TO FINANCIAL STATEMENTS (continued)
(h) Operating
segment reporting: In this reporting period, the
fund adopted FASB Accounting Standards Update 2023-07, Segment Reporting
(Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of the new standard impacted financial
statement disclosures only and did not affect the fund’s financial position or the results of its operations. The ASU 2023-07 is
effective for public entities for
fiscal years beginning after December 15, 2023, and requires retrospective application for all prior periods presented
within the financial statements.
Since its
commencement, the fund operates and is managed as a single reportable segment deriving returns in the form of dividends, interest
and/or gains from the investments made in pursuit of its single stated investment objective as outlined in the fund’s prospectus.
The accounting policies of the fund
are consistent with those described in these Notes to Financial Statements. The chief operating decision
maker (“CODM”) is represented by BNY Investments, the management of the fund’s Adviser, comprising of Senior Management
and Directors. The CODM considers net increase in net assets resulting from operations in deciding whether to purchase additional
investments or to make distributions to its shareholders. Detailed financial information for the fund is disclosed within these
financial statements with total
assets and liabilities disclosed on the Statement of Assets and Liabilities, investments held on the Statement
of Investments, results of operations and significant segment expenses on the Statement of Operations and other information about
the fund’s performance, including total return, portfolio turnover and ratios within the Financial Highlights.
NOTE
2—
Bank
Lines of Credit:
The fund participates
with other long-term open-end funds managed by the Adviser in a $738 million unsecured credit facility led by Citibank,
N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY (the “BNY Credit
Facility”), each to be utilized
primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”).
The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $618 million and is available to all
long-term open-ended funds, including
the fund, and (ii) Tranche B is an amount equal to $120 million and is available only to BNY Mellon
Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. 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 BNY 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 December 31, 2024, the fund did not borrow under either Facility.
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 January 1, 2024 through May 1,
2025, 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 .75% of the value of the fund’s average daily net assets. On or after May
1, 2025, the Adviser may terminate this expense limitation agreement at any time. The reduction in expenses, pursuant to the undertaking,
amounted to $591,018 during the period ended December 31, 2024.
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 December 31, 2024, the Distributor retained $3,863 from commissions earned on sales of the fund’s Class A shares.
(b) Under
the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares
at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect
of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the
basis on which such payments are made. During the period ended December 31, 2024, Class C shares were charged $6,187
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 December 31, 2024,
Class A and Class C shares were charged $1,078,249 and $2,062, respectively, pursuant to the Shareholder Services Plan.
NOTES
TO FINANCIAL STATEMENTS (continued)
The
fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY and an affiliate of the
Adviser, whereby the fund may receive
earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent
fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement
of Operations.
The fund has
an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY and an affiliate of the Adviser, whereby
the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes,
the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.
The fund compensates
the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services
for the fund. The majority of Transfer Agent fees are comprised of amounts paid on a per account basis, while cash management fees
are related to fund subscriptions and redemptions. During the period ended December 31, 2024, the fund was charged $142,153
for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were
partially offset by earnings credits of $40,600.
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 December 31, 2024, the fund was charged
$26,374 pursuant to the custody agreement.
During the
period ended December 31, 2024, the fund was charged $22,219 for services performed by the fund’s Chief Compliance Officer
and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.
The components
of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of:
Management fee of $301,991, Distribution Plan fees of $427, Shareholder Services Plan fees of $96,176, Custodian fees of $3,600, Chief
Compliance Officer fees of $4,797 and Transfer Agent fees of $27,478, which are offset against an expense reimbursement currently
in effect in the amount of $54,950.
(d) Each
board member of the fund also serves as a board member of other funds in the BNY Mellon Family of Funds complex. Annual retainer
fees and attendance fees are allocated to each fund based on net assets.
NOTE
4—
Securities
Transactions:
The aggregate
amount of purchases and sales of investment securities, excluding short-term securities, during the period ended December
31, 2024, amounted to $232,239,165 and $270,096,100, respectively.
At December
31, 2024, the cost of investments for federal income tax purposes was $369,747,746; accordingly, accumulated net unrealized
appreciation on investments was $87,065,980, consisting of $106,265,948 gross unrealized appreciation and $19,199,968
gross unrealized depreciation.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Shareholders and the Board of Directors of BNY Mellon Active MidCap Fund
Opinion on the Financial Statements
We have audited
the accompanying statement of assets and liabilities of BNY Mellon Active MidCap Fund (the “Fund”) (one of the funds constituting BNY
Mellon Strategic Funds, Inc. (the “Company”)),
including the statement of investments, as of December 31, 2024, 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 Strategic Funds,
Inc.) at December 31, 2024, 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.
These financial
statements are the responsibility of the Company’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 Company 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 Company is not
required to have, nor were we engaged
to perform, an audit of the Company’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 Company’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2024, by correspondence with
the custodian, brokers and others;
when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits
provide a reasonable basis for our opinion. 
We have served
as the auditor of one or more investment companies in the BNY Mellon Family of Funds since at least 1957, but we are unable to determine
the specific year.
New
York, New York
February 21, 2025
IMPORTANT
TAX INFORMATION (Unaudited)
For
federal tax purposes, the fund hereby reports 57.39% of the ordinary dividends paid during the fiscal year ended December 31, 2024
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, $4,562,581 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive
notification in early 2025 of the percentage applicable to the preparation of their 2024 income tax returns. The fund also hereby reports
$.6520 per share as a long-term capital gain distribution paid on March 26, 2024 and $3.4344 per shares as a long-term capital gain
distribution and $.8317 per share as a short-term capital gain distribution paid December 17, 2024.
Item
8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies
(Unaudited)
Item
9. Proxy Disclosures for Open-End Management Investment Companies (Unaudited)
Item
10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies
(Unaudited)
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. Directors fees paid by the fund are within Item 7. Statement of Operations
as Directors’ fees and expenses.
Item
11. Statement Regarding Basis for Approval of Investment Advisory Contracts (Unaudited)
At
a meeting of the fund’s Board of Directors (the “Board”)
held on November 5-6, 2024, 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, the Sub-Investment
Advisory Agreement, pursuant to which Newton Investment Management North America, LLC (the “Sub-Adviser”
or “NIMNA”)
provides day to day management of the fund’s investments, and the Sub-Sub-Investment Advisory Agreement (collectively with
the Management Agreement and the Sub-Investment Advisory Agreement, the “Agreements”)
between NIMNA and Newton Investment
Management Limited (“NIM”),
pursuant to which NIMNA may use the investment advisory personnel, resources, and capabilities
available at its sister company, NIM, in providing the day-to-day management of the fund’s investments. The Board members,
none of whom are “interested
persons”
(as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in
their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser and the
Sub-Adviser. In considering the renewal of the Agreements, the Board considered several factors that it believed to be relevant, including
those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different
weights to the factors considered.
Analysis
of Nature, Extent, and Quality of Services Provided to the Fund.
The Board considered information provided to it at the meeting
and in previous presentations from representatives of the Adviser regarding the nature, extent, and quality of the services provided
to funds in the BNY Mellon fund complex, including the fund. The Adviser provided the number of open accounts in the fund,
the fund’s asset size and the allocation of fund assets among distribution channels. The Adviser also had previously provided information
regarding the diverse intermediary relationships and distribution channels of funds in the BNY Mellon fund complex (such as
retail direct or intermediary, in which intermediaries typically are paid by the fund and/or the Adviser) and the Adviser’s corresponding
need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel,
as applicable to the fund.
The Board
also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel
and that the Adviser also provides oversight of day-to-day fund operations, including fund accounting and administration and
assistance in meeting legal and regulatory requirements. The Board also considered the Adviser’s extensive administrative, accounting
and compliance infrastructures, as well as the Adviser’s supervisory activities over the Sub-Adviser. The Board also considered
portfolio management’s brokerage
policies and practices (including policies and practices regarding soft dollars) and the standards applied
in seeking best execution.
Comparative
Analysis of the Fund’s Performance and Management Fee and Expense Ratio.
The Board reviewed reports prepared by Broadridge
Financial Solutions, Inc. (“Broadridge”),
an independent provider of investment company data based on classifications provided
by Thomson Reuters Lipper (“Lipper”),
which included information comparing (1) the performance of the fund’s Class I shares
with the performance of a group of institutional mid-cap growth funds selected by Broadridge as comparable to the fund (the “Performance
Group”)
and with a broader group of funds consisting of all retail and institutional mid-cap growth funds (the “Performance
Universe”),
all for various periods ended September 30, 2024, and (2) the fund’s actual and contractual management fees and total
expenses with those of the same group of funds in the Performance Group (the “Expense
Group”)
and with a broader group of funds
consisting of all institutional mid-cap growth funds, excluding outliers (the “Expense
Universe”),
the information for which was derived
in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the
Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense
Group and Expense Universe.
Performance Comparisons.
Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number
of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the
end date selected. The Board also considered the fund’s performance in light of overall financial market conditions. The Board discussed
with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return
performance was above the Performance Group and the Performance Universe medians for all periods, except for the ten-year period
when the fund’s total return performance was below the Performance Group and 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 indices, and it
was noted that the fund’s
returns were above the returns of the Russell 3000 Index, the fund’s broad-based index, in four of the ten calendar years
shown and above the returns of the Russell Midcap Index, the fund’s performance benchmark, in five of the ten calendar years shown.
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 an expense limitation arrangement in place that reduced the
management fee paid to the Adviser.
The Board also reviewed the range of actual and contractual management fees and total expenses as
a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.
The Board
considered that the fund’s contractual management fee was 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 May 1, 2025, to waive receipt of its fees and/or assume
the direct expenses of the fund so that the direct expenses of none of the fund’s share classes (excluding Rule 12b-1 fees, shareholder
services fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed
.75% of the fund’s average daily net assets.
Representatives
of the Adviser reviewed with the Board the management or investment advisory fees paid by funds advised by the Adviser
that are in the same Lipper category as the fund (the “Similar
Funds”)
and explained the nature of the Similar Funds. They discussed
differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant
factors. The Board considered the relevance of the fee information provided for the Similar Funds to evaluate the appropriateness
of the fund’s management fee. Representatives of the Adviser noted that there were no separate accounts and/or other types of client
portfolios advised by the Adviser or the Sub-Adviser
that are considered to have similar investment strategies and policies as the fund.
The Board
considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services
provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser,
out of its fee from the fund, and not the fund.
Analysis
of Profitability and Economies of Scale. Representatives
of the Adviser reviewed the expenses allocated and profit received by the
Adviser and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage
to the Adviser and its affiliates
for managing the funds in the BNY Mellon fund complex, and the method used to determine the expenses
and profit. The Board concluded that the profitability results were not excessive, given the services rendered and service levels provided
by the Adviser and its affiliates. The Board also considered the expense limitation arrangement and its effect on the profitability
of the Adviser and its affiliates. The Board also had been provided with information prepared by an independent consulting firm regarding
the Adviser’s approach to allocating costs 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-investment adviser, respectively, and took into consideration
the soft dollar arrangements in effect for trading the fund’s investments.
Item
11. Statement Regarding Basis for Approval of Investment Advisory Contracts (Unaudited) (continued)
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.
©
2025 BNY Mellon Securities Corporation
Code-0085NCSRAR1224
|
Item 12. |
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
|
Item 13. |
Portfolio Managers for Closed-End Management Investment Companies. |
Not applicable.
|
Item 14. |
Purchases of Equity Securities By Closed-End Management Investment Companies and Affiliated Purchasers.
|
Not applicable.
|
Item 15. |
Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures
applicable to Item 15.
|
Item 16. |
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 17. |
Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
Not applicable.
|
Item 18. |
Recovery of Erroneously Awarded Compensation. |
Not applicable.
(a)(1) Code of ethics referred to in Item 2.
(a)(3) Not applicable.
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
Strategic
Funds,
Inc.
By: /s/
David
J.
DiPetrillo
David
J.
DiPetrillo
President
(Principal
Executive
Officer)
Date: February
14,
2025
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: February
14,
2025
By: /s/
James
Windels
James
Windels
Treasurer
(Principal
Financial
Officer)
Date: February
14,
2025
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) |
