N-CSR/A 1 lp1-6914.htm ANNUAL REPORTS - AMENDED

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR-A

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-04813
   
  BNY Mellon Investment Funds I  
  (Exact name of Registrant as specified in charter)  
     
 

 

c/o BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, New York 10286

 
  (Address of principal executive offices)        (Zip code)  
     
 

Deirdre Cunnane, Esq.

240 Greenwich Street

New York, New York 10286

 
  (Name and address of agent for service)  
 
Registrant's telephone number, including area code:   (212) 922-6400
   

Date of fiscal year end:

 

09/30  
Date of reporting period:

09/30/2021

 

 

 

 
             

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

 

BNY Mellon Diversified Emerging Markets Fund

BNY Mellon International Equity Fund

BNY Mellon Small Cap Growth Fund

BNY Mellon Small Cap Value Fund

BNY Mellon Small/Mid Cap Growth Fund

BNY Mellon Tax Sensitive Total Return Bond Fund

 

 

 
 

FORM N-CSR

Item 1. Reports to Stockholders.

BNY Mellon Diversified Emerging Markets Fund

 

ANNUAL REPORT

September 30, 2021

 

 

 

Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes.

 

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

 

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

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Fund Performance

6

Understanding Your Fund’s Expenses

9

Comparing Your Fund’s Expenses
With Those of Other Funds

9

Statement of Investments

10

Statement of Investments
in Affiliated Issuers

19

Statement of Forward Foreign
Currency Exchange Contracts

20

Statement of Assets and Liabilities

21

Statement of Operations

22

Statement of Changes in Net Assets

23

Financial Highlights

25

Notes to Financial Statements

29

Report of Independent Registered
Public Accounting Firm

43

Important Tax Information

44

Information About the Approval
of the Fund’s Investment Advisory
and Sub-Investment Advisory
Agreements

45

Liquidity Risk Management Program

48

Board Members Information

49

Officers of the Fund

52

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from October 1, 2020 through September 30, 2021, as provided by portfolio managers Julianne McHugh and Peter D. Goslin, CFA, of Newton Investment Management North America, LLC, Sub-Investment Adviser

Market and Fund Performance Overview

For the 12-month period ended September 30, 2021, BNY Mellon Diversified Emerging Markets Fund’s Class A shares produced a total return of 19.15%, Class C shares returned 18.26%, Class I shares returned 19.65% and Class Y shares returned 19.68%.1 In comparison, the fund’s benchmark, the MSCI Emerging Markets Index (the “Index”), produced a return of 18.20% for the same period.2

Emerging-markets stocks posted positive returns during the reporting period, supported by government stimulus programs, accommodative central bank policies and improving investor sentiment as vaccines for the COVID-19 pandemic rolled out. The two underlying strategies and the one underlying fund in which the fund invested during the reporting period each outperformed the Index.

The Fund’s Investment Approach

The fund seeks long-term capital growth. To pursue its goal, the fund invests at least 80% of its assets, plus any borrowings for investment purposes, in equity securities (or other instruments with similar economic characteristics) of companies located, organized or with a majority of assets or business in countries considered to be emerging markets, including other investment companies that invest in such securities.

The fund uses a “manager-of-managers” approach by selecting one or more experienced investment managers to serve as sub-advisers to the fund. The fund also uses a “fund-of-funds” approach by investing in one or more underlying funds. The fund currently allocates its assets among the emerging-market equity strategies that are separately employed by: (i) Newton Investment Management North America, LLC (Newton), the fund’s sub-adviser, through its Active Equity portfolio management team (the Active Equity Strategy); (ii) Newton through its Multi-Factor Equity portfolio management team (the Multi-Factor Equity Strategy); and (iii) BNY Mellon Global Emerging Markets Fund, an affiliated underlying fund, which is sub-advised by Newton Investment Management Limited (the Newton Fund). BNY Mellon Investment Adviser, Inc. determines the investment strategies and sets the target allocations.

Government Policies and Pandemic Recovery Spur Equity Markets

The first month of the reporting period saw elevated levels of market volatility as increasing COVID-19 infection rates began to concern investors. However, resolution of the U.S. presidential election and promising progress toward a COVID-19 vaccine in November 2020 helped stocks advance. December 2020 brought vaccine approvals and passage of a second, U.S. pandemic-related, fiscal stimulus package, both of which helped to support the rally into the new year. In 2021, equity strength rotated out of technology and growth stocks benefiting from the pandemic into COVID-19-sensitive sectors of the market, which had previously lagged, as well as cyclical areas of the market on the theory that these sectors were offering more attractive valuations and would benefit most from economic reopening.

2

 

While few emerging-market governments provided levels of economic stimulus as generous as those granted in the United States, most emerging markets benefited from accommodative central bank monetary policies and progress toward pandemic recovery. In particular, stocks in energy- and commodity-producing countries rose as global demand increased, and prices of industrial materials climbed, while more defensive and economically sensitive areas, such as utilities and health care, lagged. Top-performing emerging markets included Russia and India, while the weakest performers included Peru and Singapore. Emerging-market stocks peaked in mid-February 2021, after which the spread of the Delta variant of the COVID-19 virus introduced more uncertainty into investor’s calculations. Slowing economic growth in China and increasing inflationary pressures further weighed on emerging-market equity performance, causing many market sectors to trend lower through the end of the period.

Underlying Fund and Strategies Contribute Positively

The Multi-Factor Equity Strategy delivered strong, absolute and relative performance in a period when investors rewarded value and dividend-yielding stocks and generally penalized growth and momentum stocks. The strategy, which focuses on investment factors such as value, quality and momentum in building the portfolio, benefited from the outperformance of dividend yield and value factors, while growth factors detracted. Stock selection in the energy and materials sectors contributed positively, as did positions in companies based in China and South Africa. Top-performing holdings included shares in Hong Kong-based Yanzhou Coal Mining, financial services provider Sberbank of Russia and India-based automotive company Tata Motors. Conversely, stock selection in the industrials, materials and health care sectors detracted from performance, as did selection among companies located in Malaysia and Taiwan. Notably weak holdings included positions in China-based internet services company Baidu, Hong Kong-based heavy machinery maker Sinotruk and China-based building materials producer China Resources Cement Holdings.

The Newton Fund outperformed the Index due to strong positioning in the information technology and materials sectors, as well as notably positive contributions from investments in India and South Korea. Several top performers were part of the electric-vehicle (EV) supply chain, which benefited from strong EV sales numbers, coupled with the U.S. administration’s push for renewable energy and other climate measures. Such holdings included South Korean battery maker Samsung SDI, South Korean copper foils producer Iljin Materials, and lithium producers U.S.-based Livent and Australia-based Orocobre. Another top holding, China-based solar-energy stock LONGi Green Energy Technology, rose, in part, on optimism about Chinese government pledges to become carbon neutral. India-based internet classified advertising company Info Edge India also bolstered returns as expectations for a fast recovery in demand following the impact of the Delta variant drove share prices higher. On the negative side, stock selection in financials detracted most from relative returns, largely due to positioning in insurance and underweight exposure to banks, which performed well. A multi-year-high oil price drove strong performance in energy-heavy markets such as Russia, Brazil and Saudi Arabia, where the fund held limited or no exposure.

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

Individual holdings that materially undermined performance included three China-based holdings: education provider New Oriental Education & Technology Group, online music platform Tencent Music Entertainment Group and Ping An Insurance Group Company of China, all of which were hurt by regulatory concerns, along with other factors.

The Active Equity Strategy posted positive absolute and relative performance, in part due to security selection and allocation decisions in the consumer discretionary sector. While consumer discretionary was the worst-performing sector on an absolute basis in the Index, producing double-digit negative returns, the portfolio generated positive returns in the sector, benefiting on a relative basis from its underweight position and strong stock selection. The fund’s leading performer, Taiwanese e-commerce services group momo.com, advanced over 113% during the period on rising e-commerce penetration. The company attracted new customers and improved stickiness by optimizing its app and payment experiences, and by providing better delivery service. From a country perspective, positions in Taiwan provided the strongest boost to performance, led by momo.com, described above. Another top Taiwan-based holding, industrial shipping group Evergreen Marine, benefited from ongoing inventory stocking off of low bases and tight supply, leading to strong pricing power. Shares in financial leasing company Chailease Holding, benefited from the company’s improved asset quality and its strong positioning as a quality provider in China with limited policy risks. Conversely, stock selection in the communication services sector detracted from returns, primarily due to a position in Chinese mobile gaming and e-commerce giant Tencent Holdings. The stock lagged as earnings expectations were revised downward, and the Chinese government attempted to curtail video game playing among minors. Relative and absolute performance also suffered due to the fund’s underweight exposure and disappointing stock selection in Saudi Arabia.

Finding Opportunities in the Current Environment

Emerging markets face a variety of challenges as of the end of the reporting period. Asset prices over the short term are likely to be influenced by commodity prices, the strength of the U.S. dollar and the impact of inflationary pressures, particularly in the United States. In China, markets have come under pressure from regulatory issues, the reimposition of some COVID-19 restrictions and concerns about possible systemic financial risk stemming from the potential collapse of the China Evergrande Group, the country’s largest property developer. Supply- chain disruptions and ongoing pandemic-related problems are also affecting a wide range of emerging markets. On the other hand, most central banks have maintained accommodative monetary policies, and increasingly widespread vaccine distribution is gradually driving infection rates lower throughout the world, allowing an increasing number of markets to reopen. Income-growth levels are relatively high, and we see rapid increases in emerging-market product penetration and scope for industry consolidation. In this environment of exciting innovation and change, with pockets of

4

 

sustainably fast economic growth, each of the fund’s underlying strategies continues to find attractive opportunities that meet their investment criteria across a wide variety of markets and industry groups.

October 15, 2021

1 DUE TO RECENT MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE DIFFERENT THAN THE FIGURES SHOWN. Investors should note that the fund’s short-term performance is highly unusual, in part due to unusually favorable market conditions, and is unlikely to be repeated or consistently achieved in the future. Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. The fund’s return reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement in effect through February 1, 2022, at which time it may be extended, modified or terminated. Had these expenses not been absorbed, returns would have been lower.

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

2 Source: Lipper Inc. — The MSCI Emerging Markets Index is a free float-adjusted, market capitalization-weighted index that is designed to measure equity market performance of emerging markets. It reflects reinvestment of net dividends and, where applicable, capital gain distributions. Investors cannot invest directly in any index.

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

The fund’s performance will be influenced by political, social and economic factors affecting investments in foreign companies. These special risks include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political instability and differing auditing and legal standards. Investments in foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged.

Emerging markets tend to be more volatile than the markets of more mature economies and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. The securities of companies located in emerging markets are often subject to rapid and large changes in price. An investment in this fund should be considered only as a supplement to a complete investment program for those investors willing to accept the greater risks associated with investing in emerging-market countries.

Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and 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.

The ability of the fund to achieve its investment goal depends, in part, on the ability of BNY Mellon Investment Adviser, Inc. to allocate effectively the fund’s assets among investment strategies, sub-advisers and underlying funds. There can be no assurance that the actual allocations will be effective in achieving the fund’s investment goal or that an investment strategy, sub-adviser or underlying fund will achieve its particular investment objective.

Each strategy of the sub-adviser makes investment decisions independently, and it is possible that the investment styles of the individual strategies of the sub-adviser may not complement one another. As a result, the fund’s exposure to a given stock, industry, sector, market capitalization, geographic area or investment style could unintentionally be greater or smaller than it would have been if the fund had a single investment strategy.

The risks of investing in other investment companies, including ETFs, typically reflect the risks associated with the types of instruments in which the investment companies and ETFs invest. When the fund or an underlying fund invests in another investment company or ETF, shareholders of the fund will bear indirectly their proportionate share of the expenses of the other investment company or ETF (including management fees) in addition to the expenses of the fund. ETFs are exchange-traded investment companies that are, in many cases, designed to provide investment results corresponding to an index. The value of the underlying securities can fluctuate in response to activities of individual companies or in response to general market and/or economic conditions.

The fund may, but is not required to, use derivative instruments. A small investment in derivatives could have a potentially large impact on the fund’s performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets.

5

 

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 Diversified Emerging Markets Fund with a hypothetical investment of $10,000 in the MSCI Emerging Markets 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 Diversified Emerging Markets Fund on 9/30/11 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 is a free float-adjusted market capitalization-weighted index that is designed to measure equity market performance of emerging markets. 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.

6

 


Comparison of change in value of a $1,000,000 investment in Class Y shares of BNY Mellon Diversified Emerging Markets Fund with a hypothetical investment of $1,000,000 in the MSCI Emerging Markets Index (the “Index”)

 Source: Lipper Inc.

†† The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class I shares for the period prior to 1/31/14 (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 Diversified Emerging Markets Fund on 9/30/11 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 other applicable fees and expenses of the fund’s Class Y shares. The Index is a free float-adjusted market capitalization-weighted index that is designed to measure equity market performance of emerging markets. 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.

7

 

FUND PERFORMANCE (Unaudited) (continued)

     

Average Annual Total Returns as of 9/30/2021

 

 

 

 

Inception

1 Year

5 Years

10 Years

Date

Class A shares

    

with maximum sales charge (5.75%)

3/31/09

12.29%

8.18%

5.67%

without sales charge

3/31/09

19.15%

9.47%

6.30%

Class C shares

    

with applicable redemption charge

3/31/09

17.26%

8.55%

5.45%

without redemption

3/31/09

18.26%

8.55%

5.45%

Class I shares

7/10/06

19.65%

10.00%

6.78%

Class Y shares

1/31/14

19.68%

10.07%

6.85%††

MSCI Emerging Markets Index

 

18.20%

9.23%

6.09%

 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 1/31/14 (the inception date for Class Y shares).

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

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

8

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Diversified Emerging Markets Fund from April 1, 2021 to September 30, 2021. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

       

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

 

Expenses paid per $1,000

$7.67

$11.35

$5.30

$5.00

 

Ending value (after expenses)

$973.20

$969.20

$975.30

$975.60

 

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

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (“SEC”) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

       

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

 

Expenses paid per $1,000

$7.84

$11.61

$5.42

$5.11

 

Ending value (after expenses)

$1,017.30

$1,013.54

$1,019.70

$1,020.00

 

Expenses are equal to the fund’s annualized expense ratio of 1.55% for Class A, 2.30% for Class C, 1.07% for Class I and 1.01% for Class Y, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

9

 

STATEMENT OF INVESTMENTS

September 30, 2021

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 62.5%

     

Brazil - 3.1%

     

B3 - Brasil Bolsa Balcao

   

202,200

 

474,520

 

Banco do Brasil

   

67,300

 

358,389

 

Cia de Saneamento de Minas Gerais-COPASA

   

184,600

 

468,131

 

Cia Siderurgica Nacional

   

30,800

 

162,774

 

Cyrela Brazil Realty Empreendimentos e Participacoes

   

199,600

 

656,079

 

IRB Brasil Resseguros

   

10,400

 

9,071

 

JBS

   

56,300

 

382,312

 

Minerva

   

234,400

 

448,936

 

Petroleo Brasileiro, ADR

   

159,057

 

1,644,649

 

TIM

   

10,300

 

22,167

 

Vale

   

72,200

 

1,005,623

 

WEG

   

50,300

 

364,844

 
    

5,997,495

 

Chile - .1%

     

Cencosud

   

83,486

 

161,453

 

Enel Americas

   

775,040

 

91,709

 

Enel Generacion Chile

   

63,326

 

15,436

 
    

268,598

 

China - 17.7%

     

Agile Group Holdings

   

340,000

 

316,575

 

Agricultural Bank of China, Cl. H

   

1,323,000

 

452,292

 

Alibaba Group Holding, ADR

   

17,271

a 

2,556,972

 

Aluminum Corp. of China, Cl. H

   

380,000

a 

285,584

 

Anhui Conch Cement, Cl. H

   

87,200

 

469,041

 

ANTA Sports Products

   

14,200

 

266,073

 

BAIC Motor, Cl. H

   

109,000

b 

37,400

 

Baidu, ADR

   

5,876

a 

903,435

 

CGN Power, Cl. H

   

1,735,000

b 

527,318

 

China CITIC Bank, Cl. H

   

1,374,000

 

619,968

 

China Construction Bank, Cl. H

   

2,677,700

 

1,899,422

 

China Everbright Bank, Cl. A

   

697,200

 

364,061

 

China Evergrande Group

   

38,000

 

14,290

 

China Galaxy Securities, Cl. H

   

1,136,500

 

657,984

 

China Life Insurance, Cl. H

   

188,400

 

307,259

 

China Medical System Holdings

   

155,100

 

280,326

 

China Merchants Bank, Cl. H

   

84,000

 

666,709

 

China National Building Material, Cl. H

   

141,800

 

191,307

 

China Pacific Insurance Group, Cl. H

   

64,100

 

188,501

 

10

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 62.5% (continued)

     

China - 17.7% (continued)

     

China Resources Sanjiu Medical & Pharmaceutical, Cl. A

   

127,195

 

556,748

 

China Shenhua Energy, Cl. H

   

839,700

 

1,961,322

 

China Vanke, Cl. H

   

13,400

 

36,626

 

Chongqing Rural Commercial Bank, Cl. H

   

716,700

 

260,829

 

Cosco Shipping Holdings, Cl. H

   

781,950

a,c 

1,183,926

 

Country Garden Services Holdings

   

26,000

 

204,040

 

ENN Energy Holdings

   

60,500

 

990,738

 

Fosun International

   

155,100

 

188,441

 

GSX Techedu, ADR

   

657

a 

2,017

 

Haier Smart Home, CI. H

   

198,400

 

696,976

 

Hello Group, ADR

   

10,225

a 

108,180

 

Industrial Bank, Cl. A

   

124,900

 

353,849

 

JD.com, ADR

   

10,871

a 

785,321

 

Lenovo Group

   

646,100

 

693,093

 

Li Ning

   

40,500

 

467,205

 

Longfor Group Holdings

   

8,500

b 

39,062

 

Lonking Holdings

   

1,390,000

 

418,414

 

Meituan, Cl. B

   

8,800

a,b 

274,795

 

NetDragon Websoft Holdings

   

203,000

 

457,575

 

NetEase, ADR

   

8,386

 

716,164

 

New China Life Insurance, Cl. H

   

262,100

 

771,972

 

NIO, ADR

   

12,019

a 

428,237

 

Pinduoduo, ADR

   

3,156

a 

286,154

 

Ping An Insurance Group Company of China, Cl. H

   

75,000

 

508,915

 

Shandong Weigao Group Medical Polymer, Cl. H

   

6,800

 

12,007

 

Shanghai Pharmaceuticals Holding, Cl. H

   

277,500

 

535,039

 

Sinopharm Group, Cl. H

   

204,600

 

531,414

 

Sinotruk Hong Kong

   

346,200

 

513,010

 

Tencent Holdings

   

123,900

 

7,264,779

 

Tingyi Cayman Islands Holding

   

175,200

 

325,540

 

Uni-President China Holdings

   

563,100

 

537,878

 

Vipshop Holdings, ADR

   

16,044

a 

178,730

 

Weichai Power, Cl. H

   

124,000

 

256,843

 

Yanzhou Coal Mining, Cl. H

   

118,700

 

224,165

 

Yihai International Holding

   

6,000

 

33,205

 

Yum China Holdings

   

1,615

 

93,848

 

Zhongsheng Group Holdings

   

53,200

 

427,590

 

Zoomlion Heavy Industry Science & Technology, Cl. H

   

390,300

 

348,477

 
    

34,677,641

 

11

 

STATEMENT OF INVESTMENTS (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 62.5% (continued)

     

Colombia - .1%

     

Interconexion Electrica

   

41,885

 

 249,696

 

Greece - .1%

     

Hellenic Telecommunications Organization

   

15,055

 

 281,375

 

Hong Kong - 1.8%

     

Bosideng International Holdings

   

1,454,500

 

1,026,794

 

China Overseas Land & Investment

   

19,700

 

44,792

 

China Resources Cement Holdings

   

497,100

 

478,212

 

China Resources Land

   

34,000

 

143,010

 

China Taiping Insurance Holdings

   

149,600

 

226,540

 

Cosco Shipping Ports

   

162,000

 

140,055

 

Kingboard Laminates Holdings

   

9,500

 

15,488

 

Kunlun Energy

   

182,000

 

189,179

 

Shanghai Industrial Urban Development Group

   

106,200

 

9,268

 

Shimao Group Holdings

   

196,500

 

358,531

 

SITC International Holdings

   

226,000

 

805,727

 
    

3,437,596

 

Hungary - .3%

     

MOL Hungarian Oil & Gas

   

1,658

 

13,791

 

Richter Gedeon

   

20,556

 

559,531

 
    

573,322

 

India - 7.0%

     

Aurobindo Pharma

   

12,974

 

125,127

 

Cipla

   

42,196

 

559,197

 

Colgate-Palmolive India

   

15,955

 

356,572

 

Glenmark Pharmaceuticals

   

58,635

 

400,892

 

Hero MotoCorp

   

15,267

 

578,313

 

Hindalco Industries

   

14,486

 

94,863

 

Hindustan Unilever

   

4,503

 

163,764

 

Housing Development Finance

   

25,321

 

926,616

 

Indian Oil

   

135,910

 

226,498

 

Indus Towers

   

294,924

 

1,213,476

 

Infosys

   

82,082

 

1,827,299

 

ITC

   

162,472

 

513,491

 

Mindtree

   

23,028

 

1,296,485

 

Motherson Sumi Systems

   

251,963

 

758,699

 

Power Grid Corporation of India

   

209,103

 

530,201

 

REC

   

217,653

 

460,791

 

Tata Consultancy Services

   

14,651

 

741,883

 

Tata Motors

   

115,389

a 

511,134

 

Tata Steel

   

42,326

 

721,523

 

Tech Mahindra

   

52,026

 

963,382

 

12

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 62.5% (continued)

     

India - 7.0% (continued)

     

The Tata Power Company

   

316

 

670

 

Wipro

   

94,230

 

797,319

 
    

13,768,195

 

Indonesia - .6%

     

Gudang Garam

   

52,600

 

119,330

 

Indah Kiat Pulp & Paper

   

205,800

 

122,999

 

Indofood CBP Sukses Makmur

   

289,200

 

168,374

 

Indofood Sukses Makmur

   

1,514,100

 

668,923

 

XL Axiata

   

168,500

 

35,578

 
    

1,115,204

 

Malaysia - .8%

     

Hartalega Holdings

   

137,900

 

202,013

 

RHB Bank

   

432,600

 

563,579

 

Sime Darby

   

862,300

 

465,236

 

Supermax

   

162,600

 

92,294

 

Telekom Malaysia

   

133,300

 

180,718

 

Top Glove

   

192,900

 

132,645

 
    

1,636,485

 

Mexico - .8%

     

America Movil, Ser. L

   

1,013,600

 

897,148

 

Coca-Cola Femsa

   

6,455

 

36,438

 

Fibra Uno Administracion

   

14,100

 

16,046

 

Grupo Mexico, Ser. B

   

131,900

 

524,494

 
    

1,474,126

 

Philippines - .6%

     

Aboitiz Equity Ventures

   

274,540

 

260,753

 

Ayala Land

   

49,700

 

32,441

 

International Container Terminal Services

   

198,240

 

757,394

 

Metro Pacific Investments

   

69,000

 

4,909

 

SM Prime Holdings

   

53,300

 

34,182

 
    

1,089,679

 

Poland - .4%

     

CD Projekt

   

549

 

26,319

 

KGHM Polska Miedz

   

6,765

 

267,823

 

Polskie Gornictwo Naftowe i Gazownictwo

   

258,717

 

420,078

 
    

714,220

 

Qatar - .3%

     

The Commercial Bank

   

367,071

 

 621,351

 

Russia - 3.0%

     

Lukoil, ADR

   

23,590

 

2,245,894

 

MMC Norilsk Nickel, ADR

   

11,884

 

351,794

 

13

 

STATEMENT OF INVESTMENTS (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 62.5% (continued)

     

Russia - 3.0% (continued)

     

Sberbank of Russia, ADR

   

130,439

 

2,423,587

 

Sistema, GDR

   

3,791

 

27,599

 

Tatneft, ADR

   

7,187

 

311,138

 

X5 Retail Group, GDR

   

16,162

 

521,021

 
    

5,881,033

 

Saudi Arabia - 1.1%

     

Al Rajhi Bank

   

34,913

 

1,141,165

 

Bupa Arabia for Cooperative Insurance

   

4,391

 

174,734

 

Jarir Marketing

   

601

 

33,590

 

Sahara International Petrochemical

   

32,728

 

378,988

 

Saudi Kayan Petrochemical

   

30,475

a 

166,509

 

Saudi Telecom

   

7,839

 

265,545

 

The Savola Group

   

2,586

 

25,840

 
    

2,186,371

 

South Africa - 2.4%

     

Anglo American Platinum

   

440

 

38,079

 

AngloGold Ashanti

   

6,995

 

111,277

 

Growthpoint Properties

   

19,308

 

18,334

 

Impala Platinum Holdings

   

67,420

 

754,311

 

Investec

   

102,583

 

445,057

 

Kumba Iron Ore

   

6,473

 

213,142

 

MTN Group

   

81,257

 

762,620

 

MultiChoice Group

   

58,484

 

442,658

 

Ninety One

   

199

 

667

 

Redefine Properties

   

23,055

a 

6,993

 

Resilient REIT

   

2,623

 

9,929

 

Sibanye Stillwater

   

404,868

 

1,247,593

 

The Foschini Group

   

71,552

c 

647,139

 
    

4,697,799

 

South Korea - 9.2%

     

Celltrion

   

1,231

a 

269,507

 

CJ CheilJedang

   

973

 

333,578

 

DB Insurance

   

12,358

 

656,077

 

DGB Financial Group

   

46,082

 

381,967

 

DL E&C

   

303

a 

33,787

 

Dl Holdings

   

299

 

18,985

 

Doosan Bobcat

   

9,150

 

304,044

 

Doosan Heavy Industries & Construction

   

5,625

a 

96,131

 

Fila Holdings

   

3,919

 

140,123

 

Hana Financial Group

   

13,604

 

525,098

 

Hyundai Glovis

   

2,138

 

295,190

 

Hyundai Mobis

   

6,386

 

1,345,914

 

Kakao

   

3,126

 

306,232

 

14

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 62.5% (continued)

     

South Korea - 9.2% (continued)

     

KB Financial Group

   

13,471

 

626,376

 

Kia Motors

   

13,978

 

944,432

 

Korea Investment Holdings

   

7,807

 

560,411

 

Kumho Petrochemical

   

7,891

 

1,251,108

 

LG Electronics

   

8,257

 

875,990

 

Mirae Asset Securities

   

89,087

 

642,727

 

NAVER

   

94

 

30,629

 

Osstem Implant

   

4,156

 

465,628

 

POSCO

   

3,209

 

891,895

 

Posco International

   

1,167

 

23,104

 

Samsung Biologics

   

20

a,b 

14,638

 

Samsung Electronics

   

83,883

 

5,220,778

 

Samsung Securities

   

20,600

 

822,934

 

Seegene

   

1,176

 

60,459

 

Shinhan Financial Group

   

26,462

 

888,800

 
    

18,026,542

 

Taiwan - 11.1%

     

Accton Technology

   

20,000

 

188,039

 

Acer

   

112,000

 

99,115

 

Asustek Computer

   

10,000

 

116,196

 

Chailease Holding

   

344,489

 

3,027,032

 

China Development Financial Holding

   

489,000

 

245,856

 

EVA Airways

   

514,000

a 

342,945

 

Evergreen Marine

   

271,000

 

1,191,179

 

Hotai Motor

   

15,000

 

314,148

 

Innolux

   

348,000

 

209,370

 

MediaTek

   

81,000

 

2,610,898

 

Micro-Star International

   

31,000

 

141,705

 

momo.com

   

34,400

 

1,997,565

 

Nanya Technology

   

91,000

 

212,005

 

Powertech Technology

   

76,000

 

281,066

 

Realtek Semiconductor

   

43,000

 

757,787

 

Standard Foods

   

2,000

 

3,689

 

Taiwan Semiconductor Manufacturing

   

460,600

 

9,498,053

 

United Microelectronics

   

252,000

 

575,026

 
    

21,811,674

 

Thailand - .8%

     

Advanced Info Service, NVDR

   

43,100

 

249,414

 

Krungthai Card

   

9,400

 

15,172

 

PTT Exploration & Production, NVDR

   

28,400

 

98,181

 

Sri Trang Gloves Thailand

   

389,500

 

358,263

 

Thai Union Group, NVDR

   

677,600

 

433,265

 

15

 

STATEMENT OF INVESTMENTS (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 62.5% (continued)

     

Thailand - .8% (continued)

     

Thanachart Capital

   

306,300

 

305,016

 
    

1,459,311

 

Turkey - .7%

     

BIM Birlesik Magazalar

   

63,208

 

454,322

 

Emlak Konut Gayrimenkul Yatirim Ortakligi

   

16,452

 

3,310

 

Eregli Demir ve Celik Fabrikalari

   

390,139

 

729,115

 

KOC Holding

   

12,447

 

31,595

 

Turkcell Iletisim Hizmetleri

   

97,088

 

167,341

 
    

1,385,683

 

United Arab Emirates - .2%

     

Abu Dhabi National Oil Co. for Distribution

   

292,398

 

332,076

 

Dubai Islamic Bank

   

13,689

 

18,411

 

Emaar Properties

   

34,567

 

38,351

 
    

388,838

 

Uruguay - .3%

     

Globant

   

2,168

a 

 609,230

 

Total Common Stocks (cost $92,608,578)

   

122,351,464

 
        

Exchange-Traded Funds - 1.3%

     

United States - 1.3%

     

iShares MSCI Emerging Markets ETF
(cost $2,647,456)

   

51,611

 

 2,600,163

 
  

Preferred Dividend
Yield (%)

     

Preferred Stocks - .9%

     

Brazil - .6%

     

Cia Energetica de Minas Gerais

 

5.36

 

164,152

 

422,004

 

Cia Paranaense de Energia, Cl. B

 

22.84

 

569,300

 

764,189

 
    

1,186,193

 

South Korea - .3%

     

Samsung Electronics

   

8,596

 

 503,146

 

Total Preferred Stocks (cost $1,393,677)

   

1,689,339

 
    

Number of Rights

   

Rights - .0%

     

Taiwan - .0%

     

EVA Airways expiring 10/1/2021
(cost $0)

   

8,402

 

 0

 

16

 

        
 

Description

 

1-Day
Yield (%)

     

Shares

Value ($)

Investment Companies - 35.3%

     

Registered Investment Companies - 35.3%

     

BNY Mellon Global Emerging Markets Fund, Cl. Y
(cost $33,096,133)

   

2,559,794

d 

 69,242,437

 
        

Investment of Cash Collateral for Securities Loaned - .6%

     

Registered Investment Companies - .6%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares
(cost $1,132,530)

 

0.02

 

1,132,530

d 

 1,132,530

 

Total Investments (cost $130,878,374)

 

100.6%

 

197,015,933

 

Liabilities, Less Cash and Receivables

 

(.6%)

 

(1,127,404)

 

Net Assets

 

100.0%

 

195,888,529

 

ADR—American Depository Receipt

ETF—Exchange-Traded Fund

GDR—Global Depository Receipt

NVDR—Non-Voting Depository Receipt

REIT—Real Estate Investment Trust

a Non-income producing security.

b Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2021, these securities were valued at $893,213 or .46% of net assets.

c Security, or portion thereof, on loan. At September 30, 2021, the value of the fund’s securities on loan was $1,067,509 and the value of the collateral was $1,132,530.

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.

17

 

STATEMENT OF INVESTMENTS (continued)

  

Portfolio Summary (Unaudited)

Value (%)

Investment Companies

37.2

Semiconductors & Semiconductor Equipment

7.2

Banks

6.8

Materials

5.3

Media & Entertainment

5.2

Retailing

4.0

Technology Hardware & Equipment

3.7

Energy

3.6

Diversified Financials

3.6

Software & Services

3.2

Transportation

2.4

Automobiles & Components

2.4

Utilities

2.2

Consumer Durables & Apparel

2.1

Telecommunication Services

2.1

Food, Beverage & Tobacco

2.1

Capital Goods

1.7

Insurance

1.6

Pharmaceuticals Biotechnology & Life Sciences

1.4

Health Care Equipment & Services

1.2

Real Estate

.7

Food & Staples Retailing

.6

Household & Personal Products

.3

Consumer Services

.0

 

100.6

 Based on net assets.

See notes to financial statements.

18

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS

       

Investment Companies

 

Value
9/30/2020 ($)

Purchases ($)

 

Sales ($)

Net Realized
Gain (Loss) ($)

Registered Investment Companies;

BNY Mellon Global Emerging Markets Fund, Cl. Y

 

57,827,175

7,687,122

 

(10,182,281)

1,801,961

Investment of Cash Collateral for
Securities Loaned:††

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

 

21,750

447,527

 

(469,277)

-

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares

 

-

27,665,819

 

(26,533,289)

-

Total

 

57,848,925

35,800,468

 

(37,184,847)

1,801,961

       

Investment Companies

 

Net Change in
Unrealized
Appreciation
(Depreciation) ($)

Value
9/30/2021 ($)

 

Net
Assets (%)

Dividends/
Distributions ($)

Registered Investment Companies;

BNY Mellon Global Emerging Markets Fund, Cl. Y

 

12,108,460

69,242,437

 

35.3

231,405

Investment of Cash Collateral for
Securities Loaned:††

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

 

-

-

 

-

32†††

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares

 

-

1,132,530

 

.6

5,893†††

Total

 

12,108,460

70,374,967

 

35.9

237,330

 Includes reinvested dividends/distributions.

†† Effective November 9, 2020, cash collateral for securities lending was transferred from Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares to Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares.

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

See notes to financial statements.

19

 

STATEMENT OF FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS September 30, 2021 (Unaudited)

      

Counterparty/ Purchased
Currency

Purchased Currency
Amounts

Currency
Sold

Sold
Currency
Amounts

Settlement Date

Unrealized Appreciation (Depreciation) ($)

Citigroup

United States Dollar

122,134

South African Rand

1,844,550

10/4/2021

(285)

Hong Kong Dollar

591,890

United States Dollar

75,989

10/4/2021

45

Gross Unrealized Appreciation

  

45

Gross Unrealized Depreciation

  

(285)

See notes to financial statements.

20

 

STATEMENT OF ASSETS AND LIABILITIES

September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $1,067,509)—Note 1(c):

 

 

 

Unaffiliated issuers

96,649,711

 

126,640,966

 

Affiliated issuers

 

34,228,663

 

70,374,967

 

Cash

 

 

 

 

557,724

 

Cash denominated in foreign currency

 

 

1,521,757

 

1,499,210

 

Receivable for investment securities sold

 

450,402

 

Dividends and securities lending income receivable

 

178,758

 

Receivable for shares of Beneficial Interest subscribed

 

17,309

 

Tax reclaim receivable—Note 1(b)

 

5,509

 

Unrealized appreciation on forward foreign
currency exchange contracts—Note 4

 

45

 

Prepaid expenses

 

 

 

 

27,001

 

 

 

 

 

 

199,751,891

 

Liabilities ($):

 

 

 

 

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

 

213,722

 

Payable for shares of Beneficial Interest redeemed

 

1,690,311

 

Liability for securities on loan—Note 1(c)

 

1,132,530

 

Foreign capital gains tax payable—Note 1(b)

 

418,719

 

Payable for investment securities purchased

 

329,107

 

Trustees’ fees and expenses payable

 

1,255

 

Unrealized depreciation on forward foreign
currency exchange contracts—Note 4

 

285

 

Other accrued expenses

 

 

 

 

77,433

 

 

 

 

 

 

3,863,362

 

Net Assets ($)

 

 

195,888,529

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

141,968,710

 

Total distributable earnings (loss)

 

 

 

 

53,919,819

 

Net Assets ($)

 

 

195,888,529

 

      

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

511,826

13,051

6,257,923

189,105,729

 

Shares Outstanding

16,756

460.19

206,183

6,221,934

 

Net Asset Value Per Share ($)

30.55

28.36

30.35

30.39

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

21

 

STATEMENT OF OPERATIONS

Year Ended September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $549,926 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

4,521,782

 

Affiliated issuers

 

 

231,405

 

Income from securities lending—Note 1(c)

 

 

5,925

 

Total Income

 

 

4,759,112

 

Expenses:

 

 

 

 

Investment advisory fee—Note 3(a)

 

 

1,460,567

 

Custodian fees—Note 3(c)

 

 

350,296

 

Professional fees

 

 

133,528

 

Administration fee—Note 3(a)

 

 

132,835

 

Registration fees

 

 

69,148

 

Trustees’ fees and expenses—Note 3(d)

 

 

16,392

 

Chief Compliance Officer fees—Note 3(c)

 

 

14,069

 

Prospectus and shareholders’ reports

 

 

11,868

 

Shareholder servicing costs—Note 3(c)

 

 

7,537

 

Loan commitment fees—Note 2

 

 

5,863

 

Distribution fees—Note 3(b)

 

 

150

 

Miscellaneous

 

 

31,523

 

Total Expenses

 

 

2,233,776

 

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

 

 

(206)

 

Net Expenses

 

 

2,233,570

 

Investment Income—Net

 

 

2,525,542

 

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

 

 

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

 

 

Unaffiliated issuers

 

 

 

9,918,171

 

Affiliated issuers

 

 

 

1,801,961

 

Net realized gain (loss) on forward foreign currency exchange contracts

(78,157)

 

Net Realized Gain (Loss)

 

 

11,641,975

 

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

 

 

Unaffiliated issuers

 

 

 

6,191,198

 

Affiliated issuers

 

 

 

12,108,460

 

Net change in unrealized appreciation (depreciation) on
forward foreign currency exchange contracts

(2,438)

 

Net Change in Unrealized Appreciation (Depreciation)

 

 

18,297,220

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

29,939,195

 

Net Increase in Net Assets Resulting from Operations

 

32,464,737

 

 

 

 

 

 

 

 

See notes to financial statements.

     

22

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2021

 

2020

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

2,525,542

 

 

 

3,304,205

 

Net realized gain (loss) on investments

 

11,641,975

 

 

 

4,277,700

 

Net change in unrealized appreciation
(depreciation) on investments

 

18,297,220

 

 

 

19,719,219

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

32,464,737

 

 

 

27,301,124

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Class A

 

 

(1,490)

 

 

 

(4,209)

 

Class C

 

 

-

 

 

 

(230)

 

Class I

 

 

(27,119)

 

 

 

(85,164)

 

Class Y

 

 

(1,141,669)

 

 

 

(4,635,350)

 

Total Distributions

 

 

(1,170,278)

 

 

 

(4,724,953)

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

184,270

 

 

 

37,178

 

Class I

 

 

5,632,347

 

 

 

4,071,189

 

Class Y

 

 

31,656,022

 

 

 

32,168,702

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

1,177

 

 

 

4,103

 

Class C

 

 

-

 

 

 

140

 

Class I

 

 

24,958

 

 

 

74,367

 

Class Y

 

 

172,643

 

 

 

708,904

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(67,968)

 

 

 

(64,475)

 

Class C

 

 

(22,338)

 

 

 

-

 

Class I

 

 

(3,503,356)

 

 

 

(4,837,945)

 

Class Y

 

 

(40,303,211)

 

 

 

(93,223,924)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

(6,225,456)

 

 

 

(61,061,761)

 

Total Increase (Decrease) in Net Assets

25,069,003

 

 

 

(38,485,590)

 

Net Assets ($):

 

Beginning of Period

 

 

170,819,526

 

 

 

209,305,116

 

End of Period

 

 

195,888,529

 

 

 

170,819,526

 

23

 

STATEMENT OF CHANGES IN NET ASSETS (continued)

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2021

 

2020

 

Capital Share Transactions (Shares):

 

Class A

 

 

 

 

 

 

 

 

Shares sold

 

 

6,007

 

 

 

1,516

 

Shares issued for distributions reinvested

 

 

40

 

 

 

167

 

Shares redeemed

 

 

(2,162)

 

 

 

(2,835)

 

Net Increase (Decrease) in Shares Outstanding

3,885

 

 

 

(1,152)

 

Class Ca

 

 

 

 

 

 

 

 

Shares issued for distributions reinvested

 

 

-

 

 

 

6

 

Shares redeemed

 

 

(724)

 

 

 

-

 

Net Increase (Decrease) in Shares Outstanding

(724)

 

 

 

6

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

186,455

 

 

 

175,581

 

Shares issued for distributions reinvested

 

 

848

 

 

 

3,055

 

Shares redeemed

 

 

(114,476)

 

 

 

(222,389)

 

Net Increase (Decrease) in Shares Outstanding

72,827

 

 

 

(43,753)

 

Class Ya

 

 

 

 

 

 

 

 

Shares sold

 

 

1,000,992

 

 

 

1,549,992

 

Shares issued for distributions reinvested

 

 

5,860

 

 

 

29,113

 

Shares redeemed

 

 

(1,322,968)

 

 

 

(4,304,456)

 

Net Increase (Decrease) in Shares Outstanding

(316,116)

 

 

 

(2,725,351)

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended September 30, 2021, 175,458 Class Y shares representing $5,295,614 were exchanged for 175,667 Class I shares and during the period ended September 30, 2020, 166,105 Class C shares representing $3,853,381 were exchanged for 166,268 Class I shares.

 

See notes to financial statements.

        

24

 

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.

         
    
  
 

Year Ended September 30,

Class A Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

25.72

22.25

22.69

24.18

19.92

Investment Operations:

      

Investment income—neta

 

.26

.21

.13

.19

.02

Net realized and unrealized
gain (loss) on investments

 

4.66

3.59

(.55)

(1.50)

4.26

Total from Investment Operations

 

4.92

3.80

(.42)

(1.31)

4.28

Distributions:

      

Dividends from investment
income—net

 

(.09)

(.33)

(.02)

(.18)

(.02)

Net asset value, end of period

 

30.55

25.72

22.25

22.69

24.18

Total Return (%)b

 

19.15

17.12

(1.87)

(5.50)

21.48

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assetsc

 

1.59

1.62

1.51

1.26

1.28

Ratio of net expenses
to average net assetsc

 

1.55

1.55

1.51

1.26

1.27

Ratio of net investment income
to average net assetsc

 

.81

.89

.60

.77

.08

Portfolio Turnover Rate

 

50.23

47.02

44.24

41.37

50.35

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

 

512

331

312

479

901

a Based on average shares outstanding.

b Exclusive of sales charge.

c Amount does not include the expenses of the underlying funds.

See notes to financial statements.

25

 

FINANCIAL HIGHLIGHTS (continued)

        
    
  
 

Year Ended September 30,

Class C Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

23.99

20.81

21.37

22.85

18.98

Investment Operations:

      

Investment income (loss)—neta

 

(.03)

.03

.04

(.11)

(.16)

Net realized and unrealized
gain (loss) on investments

 

4.40

3.35

(.60)

(1.37)

4.03

Total from Investment Operations

 

4.37

3.38

(.56)

(1.48)

3.87

Distributions:

      

Dividends from investment
income—net

 

-

(.20)

-

-

-

Net asset value, end of period

 

28.36

23.99

20.81

21.37

22.85

Total Return (%)b

 

18.26

16.21

(2.62)

(6.48)

20.39

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assetsc

 

2.49

2.51

2.27

2.59

2.32

Ratio of net expenses
to average net assetsc

 

2.30

2.30

2.27

2.26

2.25

Ratio of net investment income (loss)
to average net assetsc

 

(.13)

.15

.21

(.47)

(.83)

Portfolio Turnover Rate

 

50.23

47.02

44.24

41.37

50.35

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

 

13

28

25

29

28

a Based on average shares outstanding.

b Exclusive of sales charge.

c Amount does not include the expenses of the underlying funds.

See notes to financial statements.

26

 

        
   
  
 

Year Ended September 30,

Class I Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

25.52

22.11

22.66

24.13

19.86

Investment Operations:

      

Investment income—neta

 

.38

.36

.33

.32

.13

Net realized and unrealized
gain (loss) on investments

 

4.62

3.54

(.64)

(1.52)

4.22

Total from Investment Operations

 

5.00

3.90

(.31)

(1.20)

4.35

Distributions:

      

Dividends from investment
income—net

 

(.17)

(.49)

(.24)

(.27)

(.08)

Net asset value, end of period

 

30.35

25.52

22.11

22.66

24.13

Total Return (%)

 

19.65

17.71

(1.26)

(5.10)

22.05

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assetsb

 

1.14

1.01

.90

.89

.95

Ratio of net expenses
to average net assetsb

 

1.14

1.01

.90

.89

.94

Ratio of net investment income
to average net assetsb

 

1.21

1.53

1.49

1.26

.57

Portfolio Turnover Rate

 

50.23

47.02

44.24

41.37

50.35

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

 

6,258

3,403

3,916

4,700

3,550

a Based on average shares outstanding.

b Amount does not include the expenses of the underlying funds.

See notes to financial statements.

27

 

FINANCIAL HIGHLIGHTS (continued)

           
    
     
  

Year Ended September 30,

 

Class Y Shares

 

2021

2020

2019

2018

2017

 

Per Share Data ($):

       

Net asset value,
beginning of period

 

25.55

22.14

22.69

24.16

19.90

 

Investment Operations:

       

Investment income—neta

 

.38

.39

.35

.31

.13

 

Net realized and unrealized
gain (loss) on investments

 

4.64

3.53

(.63)

(1.50)

4.23

 

Total from Investment Operations

 

5.02

3.92

.28

1.19

4.36

 

Distributions:

       

Dividends from investment
income—net

 

(.18)

(.51)

(.27)

(.28)

(.10)

 

Net asset value, end of period

 

30.39

25.55

22.14

22.69

24.16

 

Total Return (%)

 

19.68

17.84

(1.15)

(5.06)

22.06

 

Ratios/Supplemental Data (%):

       

Ratio of total expenses
to average net assetsb

 

1.08

.91

.82

.80

.86

 

Ratio of net expenses
to average net assetsb

 

1.08

.91

.82

.80

.85

 

Ratio of net investment income
to average net assetsb

 

1.22

1.71

1.59

1.24

.61

 

Portfolio Turnover Rate

 

50.23

47.02

44.24

41.37

50.35

 

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

 

189,106

167,057

205,052

225,899

213,397

 

a Based on average shares outstanding.

b Amount does not include the expenses of the underlying funds.

See notes to financial statements.

28

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Diversified Emerging Markets Fund (the “fund”) is a separate diversified series of BNY Mellon Investment Funds I (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering seven series, including the fund. The fund’s investment objective is to seek long-term growth of capital. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Prior to September 1, 2021, Mellon Investments Corporation (“Mellon”), a wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, served as the sub-investment adviser of a portion of the fund’s assets. Effective September 1, 2021 (the “Effective Date”), 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 sub-investment adviser of the same portion of the fund’s assets. As sub-investment adviser of a portion of the fund’s assets, the Sub-Adviser provides the day-to-day management of a portion of the fund’s investments, subject to the Adviser’s supervision and approval. As was the case under the sub-investment advisory agreement between the Adviser and Mellon, the Adviser (and not the fund) pays the Sub-Adviser for its sub-investment advisory services. The rate of sub-investment advisory fee payable by the Adviser to the Sub-Adviser is the same as was paid by the Adviser to Mellon pursuant to the respective sub-investment advisory agreements. As of the Effective Date, portfolio managers responsible for managing the fund’s investments as employees of Mellon became employees of the Sub-Adviser and are no longer employees of Mellon.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Class A, Class C, Class I and Class Y. Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C

29

 

NOTES TO FINANCIAL STATEMENTS (continued)

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 The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The Trust enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.

As of September 30, 2021, MBC Investments Corporation, an indirect subsidiary of BNY Mellon, held all of the outstanding Class C shares of the fund.

(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability

30

 

in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

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

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

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

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

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

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

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

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

31

 

NOTES TO FINANCIAL STATEMENTS (continued)

the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.

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

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Trust’s Board of Trustees (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.

For 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.

Forward foreign currency exchange contracts (“forward contracts”) are valued at the forward rate and are generally categorized within Level 2 of the fair value hierarchy.

The following is a summary of the inputs used as of September 30, 2021 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

14,658,203

107,693,261

†† 

-

122,351,464

 

32

 

       
 

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 - Preferred Stocks

1,186,193

503,146

†† 

-

1,689,339

 

Exchange-Traded Funds

2,600,163

-

 

-

2,600,163

 

Investment Companies

70,374,967

-

 

-

70,374,967

 

Rights

-

0

†† 

-

0

 

Other Financial Instruments:

  

Forward Foreign Currency Exchange Contracts†††

-

45

 

-

45

 

Liabilities ($)

  

Other Financial Instruments:

  

Forward Foreign Currency Exchange Contracts†††

-

(285)

 

-

(285)

 

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

†† Securities classified within Level 2 at period end as the values were determined pursuant to the fund’s fair valuation procedures.

††† Amount shown represents unrealized appreciation (depreciation) at period end, but only variation margin on exchanged traded and centrally cleared derivatives, if any, are reported in the Statement of Assets and Liabilities.

(b) Foreign currency transactions: The fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized on securities transactions between trade and settlement date, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments resulting from changes in exchange rates. Foreign currency gains and losses on foreign currency transactions are also included with net realized and unrealized gain or loss on investments.

33

 

NOTES TO FINANCIAL STATEMENTS (continued)

Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred or those subject to reclaims as of September 30, 2021, 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 The Bank of New York 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, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended September 30, 2021, The Bank of New York Mellon earned $804 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: Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political, economic

34

 

developments and public health conditions. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls and delayed settlements, and their prices may be more volatile than those of comparable securities in the U.S. 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.

The fund follows an investment policy of investing primarily in emerging market countries. Because the fund’s investments are concentrated in emerging market countries, the fund’s performance is expected to be closely tied to social, political and economic conditions within such countries and to be more volatile than the performance of more geographically diversified funds.

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

35

 

NOTES TO FINANCIAL STATEMENTS (continued)

gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

As of and during the period ended September 30, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended September 30, 2021, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended September 30, 2021 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At September 30, 2021, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $2,250,594, accumulated capital losses $11,507,702 and unrealized appreciation $63,176.927.

The fund is permitted to carry forward capital losses for an unlimited period. Furthermore, capital loss carryovers retain their character as either short-term or long-term capital losses.

The accumulated capital loss carryover is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to September 30, 2021. The fund has $11,507,702 of short-term capital losses which can be carried forward for an unlimited period.

The tax character of distributions paid to shareholders during the fiscal periods ended September 30, 2021 and September 30, 2020 were as follows: ordinary income $1,170,278 and $4,724,953, respectively.

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 The Bank of New York Mellon (the “BNYM Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The

36

 

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 September 30, 2021, the fund did not borrow under the Facilities.

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

(a) Pursuant to an investment advisory agreement with the Adviser, the fund has agreed to pay an investment advisory fee at the annual rate of 1.10% of the value of the fund’s average daily net assets other than assets allocated to investments in other investment companies (other underlying funds, which may consist of affiliated funds, mutual funds and exchange traded funds) and is payable monthly. Therefore the fund’s investment advisory fee will fluctuate based on the fund’s allocation between underlying and direct investments. The Adviser has also contractually agreed, from October 1, 2020 through February 1, 2022, to waive receipt of its fees and/or assume the direct expenses of the fund, so that the expenses of none of the classes (excluding Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings, and extraordinary expenses) exceed 1.30% of the value of the fund’s average daily net assets. On or after February 1, 2022, the Adviser, Inc. may terminate this expense limitation at any time. Because “acquired fund fees and expenses” are incurred indirectly by the fund as a result of its investment in underlying funds, such fees and expenses are not included in the expense limitation. The reduction in expenses, pursuant to the undertaking, amounted to $206 during the period ended September 30, 2021.

Prior to September 1, 2021, Mellon served as the sub-investment adviser of a portion of the fund’s assets and, as of September 1, 2021, the Sub-Adviser serves as the sub-investment adviser of the fund responsible for the day-to day management of a portion of the fund’s portfolio. Pursuant to separate sub-investment advisory agreements between the Adviser and Mellon and the Adviser and the Sub-Adviser, the Adviser previously paid Mellon and currently pays the Sub-Adviser a monthly fee at an annual percentage of the value of the fund’s average daily net assets. The Adviser

37

 

NOTES TO FINANCIAL STATEMENTS (continued)

has obtained an exemptive order from the SEC (the “Order”), upon which the fund may rely, to use a manager of managers approach that permits the Adviser, subject to certain conditions and approval by the Board, to enter into and materially amend sub-investment advisory agreements with one or more sub-investment advisers who are either unaffiliated with the Adviser or are wholly-owned subsidiaries (as defined under the Act) of the Adviser’s ultimate parent company, BNY Mellon, without obtaining shareholder approval. The Order also allows the fund to disclose the sub-investment advisory fee paid by the Adviser to any unaffiliated sub-investment adviser in the aggregate with other unaffiliated sub-investment advisers in documents filed with the SEC and provided to shareholders. In addition, pursuant to the Order, it is not necessary to disclose the sub-investment advisory fee payable by the Adviser separately to a sub-investment adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to the Adviser. The Adviser has ultimate responsibility (subject to oversight by the Board) to supervise any sub-investment adviser and recommend the hiring, termination, and replacement of any sub-investment adviser to the Board.

The fund has a Fund Accounting and Administrative Services Agreement (the “Administration Agreement”) with the Adviser, whereby the Adviser performs administrative, accounting and recordkeeping services for the fund. The fund has agreed to compensate the Adviser for providing accounting and recordkeeping services, administration, compliance monitoring, regulatory and shareholder reporting, as well as related facilities, equipment and clerical help. The fee is based on the fund’s average daily net assets and computed at the following annual rates: .10% of the first $500 million, .065% of the next $500 million and .02% in excess of $1 billion.

In addition, after applying any expense limitations or fee waivers that reduce the fees paid to the Adviser for this service, the Adviser has contractually agreed in writing to waive any remaining fees for this service to the extent that they exceed both the Adviser’s costs in providing these services and a reasonable allocation of the costs incurred by the Adviser and its affiliates related to the support and oversight of these services. The fund also reimburses the Adviser for the out-of-pocket expenses incurred in performing this service for the fund. Pursuant to the Administration Agreement, the fund was charged $132,835 during the period ended September 30, 2021.

During the period ended September 30, 2021, the Distributor retained $5 from commissions earned on sales of the fund’s Class A shares.

38

 

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended September 30, 2021, Class C shares were charged $150 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 September 30, 2021, Class A and Class C shares were charged $1,260 and $50, respectively, pursuant to the Shareholder Services Plan.

Under its terms, the Distribution Plan and Shareholder Services Plan shall remain in effect from year to year, provided such continuance is approved annually by a vote of a majority of those Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the operation of or in any agreement related to the Distribution Plan or Shareholder Services Plan.

The fund has an arrangement with the transfer agent whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency 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 custodian 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 BNY Mellon Transfer, Inc., a wholly-owned subsidiary of the Adviser, 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 agency fees are comprised of

39

 

NOTES TO FINANCIAL STATEMENTS (continued)

amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended September 30, 2021, the fund was charged $3,565 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 Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended September 30, 2021, the fund was charged $350,296 pursuant to the custody agreement.

During the period ended September 30, 2021, the fund was charged $14,069 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: investment advisory fees of $121,332, administration fees of $10,991, Distribution Plan fees of $8, Shareholder Services Plan fees of $112, custodian fees of $77,100, Chief Compliance Officer fees of $3,538 and transfer agency fees of $662, which are offset against an expense reimbursement currently in effect in the amount of $21.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and forward contracts, during the period ended September 30, 2021, amounted to $100,897,120 and $103,395,853, respectively.

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. The fund enters into International Swaps and Derivatives Association, Inc. Master Agreements or similar agreements (collectively, “Master Agreements”) with its over-the-counter (“OTC”) derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under a Master Agreement, the fund may offset with the counterparty certain derivative financial instruments’

40

 

payables and/or receivables with collateral held and/or posted and create one single net payment in the event of default or termination.

Each type of derivative instrument that was held by the fund during the period ended September 30, 2021 is discussed below.

Forward Foreign Currency Exchange Contracts: The fund enters into forward contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to settle foreign currency transactions or as a part of its investment strategy. When executing forward contracts, the fund is obligated to buy or sell a foreign currency at a specified rate on a certain date in the future. With respect to sales of forward contracts, the fund incurs a loss if the value of the contract increases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract decreases between those dates. With respect to purchases of forward contracts, the fund incurs a loss if the value of the contract decreases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract increases between those dates. Any realized or unrealized gains or losses which occurred during the period are reflected in the Statement of Operations. The fund is exposed to foreign currency risk as a result of changes in value of underlying financial instruments. The fund is also exposed to credit risk associated with counterparty nonperformance on these forward contracts, which is generally limited to the unrealized gain on each open contract. This risk may be mitigated by Master Agreements, if any, between the fund and the counterparty and the posting of collateral, if any, by the counterparty to the fund to cover the fund’s exposure to the counterparty. Forward contracts open at September 30, 2021 are set forth in the Statement of Forward Foreign Currency Exchange Contracts.

The provisions of ASC Topic 210 “Disclosures about Offsetting Assets and Liabilities” require disclosure on the offsetting of financial assets and liabilities. These disclosures are required for certain investments, including derivative financial instruments subject to Master Agreements which are eligible for offsetting in the Statement of Assets and Liabilities and require the fund to disclose both gross and net information with respect to such investments. For financial reporting purposes, the fund does not offset derivative assets and derivative liabilities that are subject to Master Agreements in the Statement of Assets and Liabilities.

41

 

NOTES TO FINANCIAL STATEMENTS (continued)

At September 30, 2021, derivative assets and liabilities (by type) on a gross basis are as follows:

      

Derivative Financial Instruments:

 

Assets ($)

 

Liabilities ($)

 

Forward contracts

 

45

 

(285)

 

Total gross amount of derivative

 

 

 

 

 

assets and liabilities in the

 

 

 

 

 

Statement of Assets and Liabilities

 

45

 

(285)

 

Derivatives not subject to

 

 

 

 

 

Master Agreements

 

-

 

-

 

Total gross amount of assets

 

 

 

 

 

and liabilities subject to

 

 

 

 

 

Master Agreements

 

45

 

(285)

 

The following tables present derivative assets and liabilities net of amounts available for offsetting under Master Agreements and net of related collateral received or pledged, if any, as of September 30, 2021:

       

 

 

 

Financial

 

 

 

 

 

 

Instruments

 

 

 

 

 

 

and Derivatives

 

 

 

 

Gross Amount of

 

Available

Collateral

 

Net Amount of

Counterparty

Assets ($)

1 

for Offset ($)

Received ($)

  

Assets ($)

Citigroup

45

 

(45)

-

 

-

 

 

 

 

 

 

 

 

 

 

Financial

 

 

 

 

 

 

Instruments

 

 

 

 

 

 

and Derivatives

 

 

 

 

Gross Amount of

 

Available

Collateral

 

Net Amount of

Counterparty

Liabilities ($)

1 

for Offset ($)

Pledged ($)

  

Liabilities ($)

Citigroup

(285)

 

45

-

 

(240)

 

 

 

 

 

 

 

1 Absent a default event or early termination, OTC derivative assets and liabilities are presented at gross amounts
and are not offset in the Statement of Assets and Liabilities.

The following summarizes the average market value of derivatives outstanding during the period ended September 30, 2021:

   

 

 

Average Market Value ($)

Forward contracts

 

177,579

At September 30, 2021, the cost of investments for federal income tax purposes was $133,396,094; accordingly, accumulated net unrealized appreciation on investments inclusive of derivative contracts was $63,619,599, consisting of $72,410,797 gross unrealized appreciation and $8,791,198 gross unrealized depreciation.

42

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of the fund and Board of Trustees of
BNY Mellon Investment Funds I:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Diversified Emerging Markets Fund (the “Fund”), a series of BNY Mellon Investment Funds I, including the statements of investments and forward foreign currency exchange contracts, as of September 30, 2021, the statement of investments in affiliated issuers as of and for the year then ended, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements), and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights 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 and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. Such procedures also included confirmation of securities owned as of September 30, 2021, by correspondence with the custodian, transfer agent and brokers or by other appropriate auditing procedures when replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more BNY Mellon Investment Adviser, Inc. investment companies since 1994.

New York, New York
November 22, 2021

43

 

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund elects to provide each shareholder with their portion of the fund’s income sourced from foreign countries and taxes paid from foreign countries. The fund reports the maximum amount allowable but not less than $5,323,174 as income sourced from foreign countries for the fiscal year ended September 30, 2021 in accordance with Section 853(c)(2) of the Internal Revenue Code and also, the fund reports the maximum amount allowable but not less than $554,866 as taxes paid from foreign countries for the fiscal year ended September 30, 2021 in accordance with Section 853(a) of the Internal Revenue Code. Where required by federal tax rules, shareholders will receive notification of their proportionate share of foreign sourced income and foreign taxes paid for the 2021 calendar year with Form 1099-DIV which will be mailed in early 2022. Also, the fund reports the maximum amount allowable, but not less than $1,725,144 as ordinary income dividends paid during the fiscal year ended September 30, 2021 as qualified dividend income in accordance with Section 854(b)(1)(B) Section 852(b)(3)(C) of the Internal Revenue Code.

44

 

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

At a meeting of the fund’s Board of Trustees held on April 29, 2021 (the “Meeting”), the Board discussed with representatives of the Adviser plans to realign Mellon Investments Corporation’s (“Mellon”) equities and multi-asset capabilities with Newton Investment Management North America, LLC (“Newton US”) (the “Firm Realignment”), with such realignment scheduled to occur, subject to regulatory requirements, in the third quarter of 2021 (the “Effective Date”). The Adviser noted that, as a result of the Firm Realignment, the portfolio managers who are currently responsible for managing the investments of the fund as employees of Mellon as a sub-investment adviser pursuant to a sub-investment advisory agreement with the Adviser (the “Current Sub-Advisory Agreement”), will become employees of Newton US as of the Effective Date. Consequently, the Adviser proposed to engage Newton US to serve as the fund’s sub-investment adviser, pursuant to a sub-investment advisory agreement between the Adviser and Newton US (the “New Sub-Advisory Agreement”), to be effective on the Effective Date. In addition, the Adviser proposed amending the fund’s current investment advisory agreement (the “Current Investment Advisory Agreement”) to reflect the engagement of Newton US as sub-investment adviser to the fund (as proposed to be amended, the “Amended Investment Advisory Agreement”), to be effective on the Effective Date.

At the Meeting, the Adviser recommended the approval of the New Sub-Advisory Agreement, pursuant to which Newton US would serve as sub-investment adviser to the fund, and the Amended Investment Advisory Agreement. The recommendation for the approval of the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement was based on the following considerations, among others: (i) approval of the New Sub-Advisory Agreement would permit the fund’s current portfolio managers to continue to be responsible for the day-to-day management of the fund’s portfolio after the Effective Date as employees of Newton US; (ii) there will be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund as a result of the proposed changes to the investment advisory arrangements; and (iii) the rate of the sub-investment advisory fee payable by the Adviser to Newton US under the New Sub-Advisory Agreement will be the same as that currently payable by the Adviser to Mellon under the Current Sub-Advisory Agreement and all material terms and conditions of the New Sub-Advisory Agreement are substantially identical to those of the Current Sub-Advisory Agreement, and the Adviser (and not the fund) will pay Newton US for its sub-investment advisory services. The Board also considered the fact that the Adviser stated that it believes there are no material changes to the information the Board had previously considered at a Board meeting on February 24-25, 2021 (the “15(c) Meeting”), at which the Board re-approved the Current Sub-Advisory Agreement and the Current Investment Advisory Agreement for the ensuing year, other than the information about the Firm Realignment and Newton US.

At the Meeting, the Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the fund (the

45

 

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

“Independent Trustees”), considered and approved the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement. In determining whether to approve the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement, the Board considered the materials prepared by the Adviser received in advance of the Meeting and other information presented at the Meeting, which included: (i) a form of the New Sub-Advisory Agreement and a form of the Amended Investment Advisory Agreement; (ii) information regarding the Firm Realignment and how it is expected to enhance investment capabilities; (iii) information regarding Newton US; and (iv) an opinion of counsel that the proposed changes to the investment advisory arrangements would not result in an “assignment” of the Current Sub-Advisory Agreement or the Current Investment Advisory Agreement under the 1940 Act and the Investment Advisers Act of 1940, as amended, and, therefore, do not require the approval of fund shareholders. The Board also considered the substance of discussions with representatives of the Adviser at the Meeting and the 15(c) Meeting.

Nature, Extent and Quality of Services to be Provided. In examining the nature, extent and quality of the services that were expected to be provided by Newton US to the fund under the New Sub-Advisory Agreement, the Board considered: (i) Newton US’s organization, qualification and background, as well as the qualifications of its personnel; (ii) the expertise of the personnel providing portfolio management services, which would remain the same after the Effective Date; and (iii) the investment strategy for the fund, which would remain the same after the Effective Date. The Board also considered the review process undertaken by the Adviser and the Adviser’s favorable assessment of the nature and quality of the sub-investment advisory services expected to be provided to the fund by Newton US after the Effective Date. Based on their consideration and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by Newton US under the New Sub-Advisory Agreement, as well as Newton US’s ability to render such services based on its resources and the experience of the investment team, which will include the fund’s current portfolio managers, were adequate and appropriate for the fund in light of the fund’s investment objective, and supported a decision to approve the New Sub-Advisory Agreement. The Board also considered, as it related to the Amended Investment Advisory Agreement, that the nature, extent and quality of the services that are provided by the Adviser are expected to remain the same, including the Adviser’s extensive administrative, accounting and compliance infrastructures, as well as the Adviser’s supervisory activities over the fund’s portfolio management personnel.

Investment Performance. The Board had considered the fund’s investment performance and that of the investment team managing the fund’s portfolio at the 15(c) Meeting (including comparative data provided by Broadridge Financial Solutions, Inc.). The Board considered the performance and that the same investment professionals would continue to manage the fund’s assets after the Effective Date, as factors in evaluating the services to be provided by Newton US under the New Sub-Advisory Agreement after the Effective Date, and determined that these factors, when viewed together with the other factors considered by the Board, supported a decision to approve the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement.

46

 

Costs of Services to be Provided and Profitability. The Board considered the proposed fee payable under the New Sub-Advisory Agreement (which was the same as that payable under the Current Sub-Advisory Agreement and had been considered at the 15(c) Meeting), noting that the proposed fee would be paid by the Adviser and, thus, would not impact the fees paid by the fund or the Adviser’s profitability. The Board considered the fee payable to Newton US in relation to the fee paid to the Adviser by the fund and the respective services provided by Newton US and the Adviser. The Board recognized that, because Newton US’s fee would be paid by the Adviser, and not the fund, an analysis of profitability was more appropriate in the context of the Board’s consideration of the fund’s Current Investment Advisory Agreement, and that the Board had received and considered a profitability analysis of the Adviser and its affiliates, including Newton US, at the 15(c) Meeting. The Board concluded that the proposed fee payable to Newton US by the Adviser was appropriate and the Adviser’s profitability was not excessive in light of the nature, extent and quality of the services to be provided to the fund by the Adviser under the Amended Investment Advisory Agreement and Newton US under the New Sub-Advisory Agreement.

Economies of Scale to be Realized. The Board recognized that, because the fee payable to Newton US would continue to be paid by the Adviser, and not the fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Current Investment Advisory Agreement, which had been done at the 15(c) Meeting. At the 15(c) Meeting, the Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Current Investment Advisory 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.

The Board also considered whether there were any ancillary benefits that would accrue to Newton US as a result of its relationship with the fund, and such ancillary benefits, if any, were determined to be reasonable.

In considering the materials and information described above, the Independent Trustees received assistance from, and met separately with, their independent legal counsel, and were provided with a written description of their statutory responsibilities and the legal standards that are applicable to the approval of investment advisory and sub-investment advisory agreements.

After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board members, all of whom are Independent Trustees, with the assistance of independent legal counsel, approved the New Sub-Advisory Agreement and Amended Investment Advisory Agreement for the fund effective as of the Effective Date.

47

 

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, 2020 to December 31, 2020, 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.

48

 

BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (77)

Chairman of the Board (2008)

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: 97

———————

Francine J. Bovich (70)

Board Member (2011)

Principal Occupation During Past 5 Years:

· The Bradley Trusts, private trust funds, Trustee (2011-Present)

Other Public Company Board Memberships During Past 5 Years:

· Annaly Capital Management, Inc., a real estate investment trust, Director (2014-Present)

No. of Portfolios for which Board Member Serves: 54

———————

Andrew J. Donohue (71)

Board Member (2019)

Principal Occupation During Past 5 Years:

· Attorney, Solo Law Practice (2019-Present)

· Shearman & Sterling LLP. a law firm, Of Counsel (2017-2019)

· Chief of Staff to the Chair of the SEC (2015-2017)

Other Public Company Board Memberships During Past 5 Years:

· Oppenheimer Funds (58 funds), Director (2017-2019)

No. of Portfolios for which Board Member Serves: 44

———————

49

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Kenneth A. Himmel (75)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Gulf Related, an international real estate development company, Managing Partner (2010-Present)

· Related Urban Development, a real estate development company, President and Chief Executive Officer (1996-Present)

· American Food Management, a restaurant company, Chief Executive Officer (1983-Present)

· Himmel & Company, a real estate development company, President and Chief Executive Officer (1980-Present)

No. of Portfolios for which Board Member Serves: 21

———————

Stephen J. Lockwood (74)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Stephen J. Lockwood and Company LLC, a real estate investment company, Chairman (2000-Present)

No. of Portfolios for which Board Member Serves: 21

———————

Roslyn M. Watson (71)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Watson Ventures, Inc., a real estate investment company, Principal (1993-Present)

Other Public Company Board Memberships During Past 5 Years:

· American Express Bank, FSB, Director (1993-2018)

No. of Portfolios for which Board Member Serves: 44

———————

50

 

Benaree Pratt Wiley (75)

Board Member (2008)

Principal Occupation During Past 5 Years:

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

Other Public Company Board Memberships During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 62

———————

Interested Board Member

Bradley Skapyak (62)

Board Member (2021)

Principal Occupation During Past 5 Years:

· Chief Operating Officer and Director of Dreyfus (2009-2019)

· Chief Executive Officer and Director of the Distributor (2016-2019)

· Chairman and Director of the Transfer Agent (2011-2019)

· Senior Vice President of the Custodian (2007-2019)

No. of Portfolios for which Board Member Serves: 21

Mr. Skapyak is deemed to be an Interested Board Member of the funds as a result of his ownership of unvested restricted stock units of BNY Mellon.

———————

Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street, New York, New York 10286. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

James M. Fitzgibbons, Emeritus Board Member

51

 

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; Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017. He is an officer of 56 investment companies (comprised of 106 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 43 years old and has been an employee of BNY Mellon since 2005.

JAMES WINDELS, Treasurer since December 2008.

Vice President of the Adviser since September 2020; Director - BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 since July 2021, Associate General Counsel of BNY Mellon since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; Managing Counsel of BNY Mellon from March 2009 to December 2020, and an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of BNY Mellon since April 2004.

JAMES BITETTO, Vice President since December 2008 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 57 investment companies (comprised of 128 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 December 1996.

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

Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 31 years old and has been an employee of the Adviser since August 2018.

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

Senior Managing Counsel of BNY Mellon since September 2021, Managing Counsel from December 2017 to September 2021; Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 57 investment companies (comprised of 128 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 December 2008.

Senior Managing Counsel of BNY Mellon, and an officer of 57 investment companies (comprised of 128 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 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; Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 36 years old and has been an employee of the Adviser since June 2019.

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

Chief Compliance Officer (since August 2021) and Vice President and Assistant Secretary (since February 2020) of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer (since August 2021) and Vice President (since February 2020) of BNY Mellon ETF Trust; Managing Counsel (December 2019 to August 2021) and Counsel (May 2016 to December 2019) of BNY Mellon; Assistant Secretary of the Adviser from April 2018 to August 2021. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 36 years old and has been an employee of BNY Mellon since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager-BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Adviser since April 1991.

52

 

ROBERT SALVIOLO, Assistant Treasurer since December 2008.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2008.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since December 2008.

Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004, Chief Compliance Officer of the Adviser from 2004 until June 2021. He is an officer of 56 investment companies (comprised of 119 portfolios) managed by the Adviser. He is 64 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 50 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 53 years old and has been an employee of the Distributor since 1997.

53

 

For More Information

BNY Mellon Diversified Emerging Markets 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 Place
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: DBEAX      Class C: DBECX      Class I: SBCEX       Class Y: SBYEX

Telephone Call your financial representative or 1-800-373-9387

Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144

E-mail Send your request to info@bnymellon.com

Internet Information can be viewed online or downloaded at www.im.bnymellon.com

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-PORT. The fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.im.bnymellon.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.

  

© 2021 BNY Mellon Securities Corporation
6919AR0921

 

BNY Mellon International Equity Fund

 

ANNUAL REPORT

September 30, 2021

 

 

 

Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes.

 

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

 

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

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Fund Performance

5

Understanding Your Fund’s Expenses

8

Comparing Your Fund’s Expenses
With Those of Other Funds

8

Statement of Investments

9

Statement of Investments
in Affiliated Issuers

13

Statement of Forward Foreign
Currency Exchange Contracts

14

Statement of Assets and Liabilities

15

Statement of Operations

16

Statement of Changes in Net Assets

17

Financial Highlights

19

Notes to Financial Statements

23

Report of Independent Registered
Public Accounting Firm

36

Important Tax Information

37

Liquidity Risk Management Program

38

Board Members Information

39

Officers of the Fund

42

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from October 1, 2020 through September 30, 2021, as provided by portfolio managers Paul Markham, of Newton Investment Management Limited, Sub-Investment Adviser

Market and Fund Performance Overview

For the 12-month period ended September 30, 2021, BNY Mellon International Equity Fund’s Class A shares produced a total return of 22.00%, Class C shares returned 21.11%, Class I shares returned 22.32% and Class Y shares returned 22.29%.1,2 In comparison, the fund’s benchmark, the MSCI EAFE Index (the “Index”), produced a net return of 25.73% for the same period.3

International equity markets generally rose over the reporting period, supported by government stimulus programs, accommodative central bank policies and improving investor sentiment as vaccines for the COVID-19 pandemic rolled out. The fund underperformed the Index, primarily due to out-of-Index exposure to China-based stocks.

The Fund’s Investment Approach

The fund seeks long-term growth of capital. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in common stocks or securities convertible into common stocks of foreign companies and depositary receipts evidencing ownership in such securities. At least 75% of the fund’s net assets will be invested in countries represented in the Index.

The core of the investment philosophy of Newton Investment Management Limited (“Newton”), the fund’s sub-investment adviser, is the belief that no company, market or economy can be considered in isolation; each must be understood within a global context. Newton believes that a global comparison of companies is the most effective method of stock analysis, and Newton’s global analysts research investment opportunities by global sector rather than by region.

The process begins by identifying a core list of investment themes that Newton believes will positively or negatively affect certain sectors or industries and cause stocks within these sectors or industries to outperform or underperform others. Newton then identifies specific companies, using these investment themes, to help focus on areas where thematic and strategic research indicates superior returns are likely to be achieved. Sell decisions for individual stocks will typically be a result of one or more of the following: a change in investment theme or strategy, profit-taking, a significant change in the prospects of a company, price movement and market activity creating an extreme valuation, and the valuation of a company becoming expensive against its peers.

Government Policies and Pandemic Recovery Spur Equity Markets

The first month of the reporting period saw elevated levels of market volatility as increasing COVID-19 infection rates began to concern investors. However, resolution of the U.S. presidential election and promising progress toward a COVID-19 vaccine in November 2020 helped stocks advance. December 2020 brought vaccine approvals and passage of a second U.S. pandemic-related fiscal stimulus package, both of which helped to support the rally into the new year. International stocks, as measured by the Index, outperformed their U.S. counterparts in November and December.

2

 

In 2021, equity strength rotated out of technology and growth stocks benefiting from the pandemic into COVID-19-sensitive sectors of the market, which had previously lagged, as well as cyclical areas of the market on the theory that these sectors were offering more attractive valuations and would benefit most from economic reopening. Risk appetites diminished during the spring and summer due to concerns over increasing inflationary pressures, weakening consumer confidence, disappointing employment numbers, and the spread of the Delta variant of the virus. Sentiment was also roiled by slowing Chinese economic growth and the Chinese government’s decision to launch fresh regulatory interventions across several sectors, notably including major technology platforms. International stocks traded sideways through the end of period, while U.S. stocks continued to advance before dipping in September in response to Fed rhetoric regarding a cutback in monetary stimulus.

Stock Selection Drives Fund Performance

The fund’s out-of-Index allocation to Chinese stocks proved to be the most significant detractor from performance relative to the Index. Shares in China-based online commerce company Alibaba Group Holding fell as the listing of the company’s affiliate Ant Group was suspended amid growing regulatory scrutiny. A regulatory clampdown followed on multinational technology conglomerate Tencent, another fund holding, highlighting the vulnerability of key sectors to tougher examination by the Chinese authorities. In response, we removed Tencent from the portfolio, but maintained a position in Alibaba Group Holding based on the company’s strong growth dynamics. Another Chinese holding, Ping An Insurance Group Company of China, was negatively affected by weak life insurance growth, a tightening capital framework, question marks around capital allocation and asset quality issues, particularly regarding its exposure to the Evergrande debt crisis. However, we continue to believe that the structural growth drivers underpinning the Fund’s investment case in the company remain intact.

On the positive side, stock selection bolstered returns in industrials and information technology, while a lack of exposure to utilities enhanced performance. UK-based financial company Barclays reported several sets of encouraging results. Periods of rising yields, perceived to be supportive of banking profitability, also aided shares intermittently. Shares in Netherlands-based semiconductor equipment maker ASML Holding rose in early 2021 on news of Taiwan Semiconductor Manufacturing Company’s plans to significantly increase capital expenditures during the year. A series of positive quarterly results provided further support for shares, while widespread semiconductor shortages increased investor appreciation for the company’s dominant position in the semiconductor supply chain.

Maintaining a Balanced Approach against a Shifting Market Backdrop

Given the potential for a stronger economic environment to materialize over the fourth quarter of 2021, and with a reduction in monetary stimulus seemingly moving closer, we remain alert to the possibility that bond yields will continue to tick higher into the end of the year. Long-duration growth equities may struggle to outperform against such a backdrop, which would tend to be more favorable for banks and energy equities. We continue to consider small adjustments around the edges of the portfolio to mitigate any impact of a continuation in the cyclical rally in energy and rate-sensitive stocks. Overall, we maintain a balanced approach to the portfolio, focusing on longer-term, secular growth situations in

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

most cases and deemphasizing more cyclical, higher-beta names to reduce stock-specific risk in more value-oriented areas. We continue to manage the portfolio very much in line with our thematic and fundamental views, an approach that we believe will serve our investors well over the longer term.

October 15, 2021

1 DUE TO RECENT MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE DIFFERENT THAN THE FIGURES SHOWN. BNY Mellon Investment Adviser, Inc. serves as the investment adviser for the fund. Newton Investment Management Limited (Newton) is the fund’s sub-investment adviser. Newton’s comments are provided as a general market overview and should not be considered investment advice or predictive of any future market performance. Newton’s views are current as of the date of this communication and are subject to change rapidly as economic and market conditions dictate.

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

3 Source: Lipper Inc. — The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted, market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. It reflects reinvestment of net dividends and, where applicable, capital gain distributions. Investors cannot invest directly in any index.

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

Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and 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.

Investing internationally involves special risks, including changes in currency exchange rates, political, economic, and social instability, a lack of comprehensive company information, differing auditing and legal standards and less market liquidity.

The fund may, but is not required to, use derivative instruments. A small investment in derivatives could have a potentially large impact on the fund’s performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets.

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

4

 

FUND PERFORMANCE (Unaudited)

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

 Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a hypothetical $10,000 investment made in Class A shares, Class C shares and Class I shares of BNY Mellon International Equity Fund on 9/30/11 to a hypothetical investment of $10,000 made in the Index on that date. All dividends and capital gain distributions are reinvested.

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

5

 

FUND PERFORMANCE (Unaudited) (continued)

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

 Source: Lipper Inc.

†† The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class I shares for the period prior to 7/1/13 (the inception date for Class Y shares).

Past performance is not predictive of future performance.

The above graph compares a hypothetical $1,000,000 investment made in Class Y shares of BNY Mellon International Equity Fund on 9/30/11 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 other applicable fees and expenses of fund’s Class Y shares. The Index (Europe, Australasia, Far East) is a free floatadjusted market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

6

 

     

Average Annual Total Returns as of 9/30/2021

 

Inception

   

 

Date

1 Year

5 Years

10 Years

Class A shares

    

with maximum sales charge (5.75%)

3/31/08

14.97%

6.35%

6.91%

without sales charge

3/31/08

22.00%

7.62%

7.55%

Class C shares

    

with applicable redemption charge

3/31/08

20.11%

6.80%

6.72%

without redemption

3/31/08

21.11%

6.80%

6.72%

Class I shares

12/21/05

22.32%

7.88%

7.85%

Class Y shares

7/1/13

22.29%

7.91%

7.88%††

MSCI EAFE Index

 

25.73%

8.81%

8.10%

 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 7/1/13 (the inception date for Class Y shares).

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

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

7

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon International Equity Fund from April 1, 2021 to September 30, 2021. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

       

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

 

Expenses paid per $1,000

$5.40

$9.17

$4.14

$4.14

 

Ending value (after expenses)

$1,014.80

$1,010.60

$1,015.70

$1,015.80

 

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

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (“SEC”) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

       

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

 

Expenses paid per $1,000

$5.42

$9.20

$4.15

$4.15

 

Ending value (after expenses)

$1,019.70

$1,015.94

$1,020.96

$1,020.96

 

Expenses are equal to the fund’s annualized expense ratio of 1.07% for Class A, 1.82% for Class C, .82% for Class I and .82% for Class Y, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

8

 

STATEMENT OF INVESTMENTS

September 30, 2021

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 96.8%

     

China - 2.1%

     

Alibaba Group Holding

   

445,896

a 

8,293,671

 

Ping An Insurance Group Company of China, Cl. H

   

1,030,000

 

6,989,098

 
    

15,282,769

 

Denmark - 1.6%

     

Chr. Hansen Holding

   

81,124

 

6,624,860

 

Novozymes, Cl. B

   

73,519

 

5,033,309

 
    

11,658,169

 

France - 8.8%

     

AXA

   

338,818

 

9,425,913

 

Bureau Veritas

   

443,426

 

13,609,554

 

L'Oreal

   

22,469

 

9,273,457

 

LVMH

   

18,897

 

13,512,566

 

TotalEnergies

   

254,006

 

12,171,735

 

Vivendi

   

414,138

b 

5,223,673

 
    

63,216,898

 

Germany - 8.6%

     

Bayer

   

165,676

 

9,036,283

 

Continental

   

78,070

 

8,558,902

 

Deutsche Post

   

122,945

 

7,748,794

 

Infineon Technologies

   

373,493

 

15,353,980

 

SAP

   

144,102

 

19,522,024

 

Vitesco Technologies Group

   

16,024

a 

946,608

 
    

61,166,591

 

Hong Kong - 2.7%

     

AIA Group

   

1,696,712

 

 19,536,181

 

India - 1.2%

     

Housing Development Finance

   

172,166

 

6,300,373

 

Vakrangee

   

4,872,018

 

2,616,503

 
    

8,916,876

 

Ireland - 1.7%

     

CRH

   

255,806

 

 11,932,326

 

Japan - 25.8%

     

Advantest

   

130,700

 

11,709,654

 

Ebara

   

160,100

 

7,920,750

 

FANUC

   

49,800

 

10,901,895

 

M3

   

178,500

 

12,743,039

 

Pan Pacific International Holdings

   

568,000

 

11,771,999

 

Recruit Holdings

   

409,713

 

24,982,373

 

Sony Group

   

246,800

 

27,484,001

 

Sugi Holdings

   

146,200

 

10,635,006

 

9

 

STATEMENT OF INVESTMENTS (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 96.8% (continued)

     

Japan - 25.8% (continued)

     

Suzuki Motor

   

429,600

 

19,148,685

 

TechnoPro Holdings

   

827,100

 

24,570,363

 

Topcon

   

580,800

 

10,080,652

 

Toyota Industries

   

149,400

 

12,274,164

 
    

184,222,581

 

Netherlands - 5.8%

     

ASML Holding

   

38,525

 

28,418,827

 

Universal Music Group

   

484,607

b 

12,975,479

 
    

41,394,306

 

Norway - 2.5%

     

Mowi

   

350,454

 

8,844,663

 

TOMRA Systems

   

165,958

 

8,664,270

 
    

17,508,933

 

South Korea - 2.3%

     

Samsung SDI

   

27,640

 

 16,627,143

 

Sweden - 1.7%

     

Swedbank, Cl. A

   

615,501

 

 12,449,959

 

Switzerland - 9.3%

     

Alcon

   

77,458

 

6,274,844

 

Lonza Group

   

17,464

 

13,083,870

 

Novartis

   

189,862

 

15,576,319

 

Roche Holding

   

47,686

 

17,400,798

 

Zurich Insurance Group

   

34,087

 

13,898,918

 
    

66,234,749

 

Taiwan - 2.1%

     

Taiwan Semiconductor Manufacturing, ADR

   

131,927

 

 14,729,650

 

United Kingdom - 20.6%

     

Anglo American

   

460,289

 

15,877,605

 

Associated British Foods

   

237,503

 

5,901,216

 

Barclays

   

7,289,700

 

18,591,550

 

Diageo

   

324,885

 

15,653,949

 

GlaxoSmithKline

   

738,407

 

13,937,810

 

Informa

   

993,088

a 

7,276,861

 

Linde

   

35,488

 

10,551,661

 

Natwest Group

   

2,220,320

 

6,737,419

 

Persimmon

   

159,301

 

5,676,533

 

Prudential

   

718,841

 

13,954,617

 

RELX

   

450,620

 

13,011,966

 

St. James's Place

   

451,961

 

9,156,241

 

Unilever

   

202,430

 

10,918,556

 
    

147,245,984

 

Total Common Stocks (cost $470,191,042)

   

692,123,115

 

10

 

        
 

Description

 

Preferred Dividend Yield (%)

 

Shares

 

Value ($)

 

Preferred Stocks - 1.2%

     

Germany - 1.2%

     

Volkswagen
(cost $10,662,926)

 

2.58

 

40,213

 

 9,008,302

 
  

1-Day
Yield (%)

     

Investment Companies - .0%

     

Registered Investment Companies - .0%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares
(cost $13,164)

 

0.06

 

13,164

c 

 13,164

 
        

Investment of Cash Collateral for Securities Loaned - .4%

     

Registered Investment Companies - .4%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares
(cost $2,816,782)

 

0.02

 

2,816,782

c 

 2,816,782

 

Total Investments (cost $483,683,914)

 

98.4%

 

703,961,363

 

Cash and Receivables (Net)

 

1.6%

 

11,125,455

 

Net Assets

 

100.0%

 

715,086,818

 

ADR—American Depository Receipt

a Non-income producing security.

b Security, or portion thereof, on loan. At September 30, 2021, the value of the fund’s securities on loan was $2,691,700 and the value of the collateral was $2,816,782.

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.

11

 

STATEMENT OF INVESTMENTS (continued)

  

Portfolio Summary (Unaudited)

Value (%)

Commercial & Professional Services

11.9

Semiconductors & Semiconductor Equipment

9.8

Pharmaceuticals Biotechnology & Life Sciences

9.6

Insurance

8.9

Materials

7.0

Automobiles & Components

7.0

Consumer Durables & Apparel

6.5

Banks

6.2

Food, Beverage & Tobacco

4.2

Technology Hardware & Equipment

3.7

Media & Entertainment

3.6

Software & Services

3.1

Household & Personal Products

2.8

Retailing

2.8

Health Care Equipment & Services

2.7

Capital Goods

2.6

Energy

1.7

Food & Staples Retailing

1.5

Diversified Financials

1.3

Transportation

1.1

Investment Companies

.4

 

98.4

 Based on net assets.

See notes to financial statements.

12

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS

       

Investment Companies

Value
9/30/20 ($)

Purchases ($)

Sales ($)

Value
9/30/21 ($)

Net
Assets (%)

Dividends/
Distributions ($)

Registered Investment Companies;

    

Dreyfus Institutional Preferred Government Plus Money Market Fund; Institutional Shares

7,538,541

180,977,470

(188,502,847)

13,164

.0

5,792

Investment of Cash Collateral for Securities Loaned;††

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

-

4,561,742

(4,561,742)

-

-

87†††

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares

-

6,828,363

(4,011,581)

2,816,782

.4

2,350†††

Total

7,538,541

192,367,575

(197,076,170)

2,829,946

.4

8,229

 Includes reinvested dividends/distributions.

†† Effective November 9, 2020, cash collateral for securities lending was transferred from Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares to Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares.

††† Represents securities lending income earned from 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.

13

 

STATEMENT OF FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS September 30, 2021

      

Counterparty/ Purchased
Currency

Purchased Currency
Amounts

Currency
Sold

Sold
Currency
Amounts

Settlement Date

Unrealized Appreciation (Depreciation) ($)

Citigroup

United States Dollar

135,498

Norwegian Krone

1,193,133

10/1/2021

(988)

HSBC

United States Dollar

177,894

Danish Krone

1,141,058

10/1/2021

156

United States Dollar

182,564

Swedish Krona

1,604,582

10/1/2021

(726)

J.P. Morgan Securities

United States Dollar

2,446,583

British Pound

1,818,103

10/1/2021

(3,131)

State Street Bank and Trust Company

United States Dollar

2,562,295

Japanese Yen

286,761,735

10/4/2021

(14,371)

United States Dollar

983,490

Swiss Franc

919,964

10/1/2021

(3,676)

United States Dollar

3,014,146

Euro

2,600,000

10/1/2021

2,374

Gross Unrealized Appreciation

  

2,530

Gross Unrealized Depreciation

  

(22,892)

See notes to financial statements.

14

 

STATEMENT OF ASSETS AND LIABILITIES

September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $2,691,700)—Note 1(c):

 

 

 

Unaffiliated issuers

480,853,968

 

701,131,417

 

Affiliated issuers

 

2,829,946

 

2,829,946

 

Cash denominated in foreign currency

 

 

866,933

 

863,822

 

Receivable for investment securities sold

 

9,917,338

 

Tax reclaim receivable—Note 1(b)

 

5,163,359

 

Dividends and securities lending income receivable

 

1,398,822

 

Receivable for shares of Beneficial Interest subscribed

 

374,254

 

Unrealized appreciation on forward foreign
currency exchange contracts—Note 4

 

2,530

 

Prepaid expenses

 

 

 

 

28,340

 

 

 

 

 

 

721,709,828

 

Liabilities ($):

 

 

 

 

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

 

509,293

 

Liability for securities on loan—Note 1(c)

 

2,816,782

 

Note payable—Note 2

 

2,500,000

 

Payable for shares of Beneficial Interest redeemed

 

667,314

 

Unrealized depreciation on forward foreign
currency exchange contracts—Note 4

 

22,892

 

Trustees’ fees and expenses payable

 

8,730

 

Interest payable—Note 2

 

214

 

Other accrued expenses

 

 

 

 

97,785

 

 

 

 

 

 

6,623,010

 

Net Assets ($)

 

 

715,086,818

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

504,656,452

 

Total distributable earnings (loss)

 

 

 

 

210,430,366

 

Net Assets ($)

 

 

715,086,818

 

      

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

9,263,242

1,304,268

169,071,000

535,448,308

 

Shares Outstanding

365,162

52,659

6,714,955

21,368,182

 

Net Asset Value Per Share ($)

25.37

24.77

25.18

25.06

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

15

 

STATEMENT OF OPERATIONS

Year Ended September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $1,529,699 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

14,566,374

 

Affiliated issuers

 

 

5,792

 

Income from securities lending—Note 1(c)

 

 

2,437

 

Total Income

 

 

14,574,603

 

Expenses:

 

 

 

 

Investment advisory fee—Note 3(a)

 

 

5,549,218

 

Professional fees

 

 

151,526

 

Shareholder servicing costs—Note 3(c)

 

 

150,670

 

Custodian fees—Note 3(c)

 

 

130,973

 

Registration fees

 

 

70,803

 

Trustees’ fees and expenses—Note 3(d)

 

 

58,684

 

Prospectus and shareholders’ reports

 

 

28,229

 

Loan commitment fees—Note 2

 

 

20,908

 

Chief Compliance Officer fees—Note 3(c)

 

 

14,069

 

Distribution fees—Note 3(b)

 

 

10,698

 

Interest expense—Note 2

 

 

370

 

Miscellaneous

 

 

34,809

 

Total Expenses

 

 

6,220,957

 

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

 

 

(118,026)

 

Net Expenses

 

 

6,102,931

 

Investment Income—Net

 

 

8,471,672

 

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

 

 

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

59,931,923

 

Net realized gain (loss) on forward foreign currency exchange contracts

(276,748)

 

Net Realized Gain (Loss)

 

 

59,655,175

 

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

76,527,197

 

Net change in unrealized appreciation (depreciation) on
forward foreign currency exchange contracts

281,158

 

Net Change in Unrealized Appreciation (Depreciation)

 

 

76,808,355

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

136,463,530

 

Net Increase in Net Assets Resulting from Operations

 

144,935,202

 

 

 

 

 

 

 

 

See notes to financial statements.

     

16

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2021

 

2020

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

8,471,672

 

 

 

8,689,552

 

Net realized gain (loss) on investments

 

59,655,175

 

 

 

9,473,878

 

Net change in unrealized appreciation
(depreciation) on investments

 

76,808,355

 

 

 

(6,899,715)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

144,935,202

 

 

 

11,263,715

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Class A

 

 

(96,467)

 

 

 

(145,643)

 

Class C

 

 

(7,668)

 

 

 

(25,255)

 

Class I

 

 

(2,905,331)

 

 

 

(5,603,959)

 

Class Y

 

 

(8,112,047)

 

 

 

(22,376,787)

 

Total Distributions

 

 

(11,121,513)

 

 

 

(28,151,644)

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

7,069,193

 

 

 

2,766,434

 

Class C

 

 

147,257

 

 

 

73,850

 

Class I

 

 

30,605,161

 

 

 

37,658,622

 

Class Y

 

 

46,761,422

 

 

 

40,097,530

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

95,167

 

 

 

142,532

 

Class C

 

 

7,668

 

 

 

25,107

 

Class I

 

 

2,831,297

 

 

 

5,456,699

 

Class Y

 

 

3,210,607

 

 

 

8,244,551

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(5,509,485)

 

 

 

(2,570,930)

 

Class C

 

 

(456,878)

 

 

 

(473,511)

 

Class I

 

 

(77,369,611)

 

 

 

(85,992,364)

 

Class Y

 

 

(97,872,738)

 

 

 

(387,950,937)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

(90,480,940)

 

 

 

(382,522,417)

 

Total Increase (Decrease) in Net Assets

43,332,749

 

 

 

(399,410,346)

 

Net Assets ($):

 

Beginning of Period

 

 

671,754,069

 

 

 

1,071,164,415

 

End of Period

 

 

715,086,818

 

 

 

671,754,069

 

17

 

STATEMENT OF CHANGES IN NET ASSETS (continued)

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2021

 

2020

 

Capital Share Transactions (Shares):

 

Class A

 

 

 

 

 

 

 

 

Shares sold

 

 

281,277

 

 

 

136,909

 

Shares issued for distributions reinvested

 

 

4,002

 

 

 

6,608

 

Shares redeemed

 

 

(220,508)

 

 

 

(126,262)

 

Net Increase (Decrease) in Shares Outstanding

64,771

 

 

 

17,255

 

Class C

 

 

 

 

 

 

 

 

Shares sold

 

 

6,143

 

 

 

3,987

 

Shares issued for distributions reinvested

 

 

328

 

 

 

1,186

 

Shares redeemed

 

 

(18,822)

 

 

 

(25,911)

 

Net Increase (Decrease) in Shares Outstanding

(12,351)

 

 

 

(20,738)

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

1,238,950

 

 

 

2,086,495

 

Shares issued for distributions reinvested

 

 

120,174

 

 

 

255,463

 

Shares redeemed

 

 

(3,128,650)

 

 

 

(4,521,220)

 

Net Increase (Decrease) in Shares Outstanding

(1,769,526)

 

 

 

(2,179,262)

 

Class Ya

 

 

 

 

 

 

 

 

Shares sold

 

 

1,932,141

 

 

 

2,138,690

 

Shares issued for distributions reinvested

 

 

136,971

 

 

 

387,796

 

Shares redeemed

 

 

(4,093,105)

 

 

 

(21,527,805)

 

Net Increase (Decrease) in Shares Outstanding

(2,023,993)

 

 

 

(19,001,319)

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended September 30, 2021, 310,260 Class Y shares representing $7,667,023 were exchanged for 308,781 Class I shares and during the period ended September 30, 2020, 469,553 Class Y shares representing $9,271,632 were exchanged for 467,400 Class I shares.

 

See notes to financial statements.

        

18

 

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.

       
   
  

Year Ended September 30,

Class A Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value,
beginning of period

 

21.07

20.28

21.97

21.55

18.97

Investment Operations:

      

Investment income—neta

 

.23

.16

.33

.32

.19

Net realized and unrealized
gain (loss) on investments

 

4.39

1.13

(1.66)

.34

2.57

Total from Investment Operations

 

4.62

1.29

(1.33)

.66

2.76

Distributions:

      

Dividends from
investment income—net

 

(.32)

(.50)

(.36)

(.24)

(.18)

Net asset value, end of period

 

25.37

21.07

20.28

21.97

21.55

Total Return (%)b

 

22.00

6.31

(5.89)

3.06

14.76

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.17

1.19

1.18

1.14

1.23

Ratio of net expenses
to average net assets

 

1.07

1.07

1.07

1.07

1.18

Ratio of net investment income
to average net assets

 

.93

.78

1.66

1.45

.99

Portfolio Turnover Rate

 

26.26

32.45

36.45

31.58

37.78

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

 

9,263

6,329

5,743

5,697

3,845

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

19

 

FINANCIAL HIGHLIGHTS (continued)

       
   
  

Year Ended September 30,

Class C Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value,
beginning of period

 

20.57

19.78

21.38

21.04

18.50

Investment Operations:

      

Investment income—neta

 

.03

.00b

.17

.15

.06

Net realized and unrealized
gain (loss) on investments

 

4.29

1.10

(1.59)

.33

2.50

Total from Investment Operations

 

4.32

1.10

(1.42)

.48

2.56

Distributions:

      

Dividends from
investment income—net

 

(.12)

(.31)

(.18)

(.14)

(.02)

Net asset value, end of period

 

24.77

20.57

19.78

21.38

21.04

Total Return (%)c

 

21.11

5.47

(6.55)

2.27

13.83

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.95

1.96

1.93

1.90

1.99

Ratio of net expenses
to average net assets

 

1.82

1.82

1.82

1.82

1.95

Ratio of net investment income
to average net assets

 

.14

.00d

.89

.68

.32

Portfolio Turnover Rate

 

26.26

32.45

36.45

31.58

37.78

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

 

1,304

1,337

1,696

2,217

1,784

a Based on average shares outstanding.

b Amount represents less than $.01 per share.

c Exclusive of sales charge.

d Amount represents less than .01%.

See notes to financial statements.

20

 

       
   
  

Year Ended September 30,

Class I Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value,
beginning of period

 

20.90

20.12

21.79

21.38

18.85

Investment Operations:

      

Investment income—neta

 

.28

.20

.36

.42

.27

Net realized and unrealized
gain (loss) on investments

 

4.36

1.13

(1.62)

.29

2.51

Total from Investment Operations

 

4.64

1.33

(1.26)

.71

2.78

Distributions:

      

Dividends from
investment income—net

 

(.36)

(.55)

(.41)

(.30)

(.25)

Net asset value, end of period

 

25.18

20.90

20.12

21.79

21.38

Total Return (%)

 

22.32

6.53

(5.62)

3.30

15.02

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

.88

.88

.86

.87

.93

Ratio of net expenses
to average net assets

 

.82

.82

.82

.82

.89

Ratio of net investment income
to average net assets

 

1.14

1.02

1.84

1.97

1.42

Portfolio Turnover Rate

 

26.26

32.45

36.45

31.58

37.78

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

 

169,071

177,360

214,538

292,092

112,714

a Based on average shares outstanding.

See notes to financial statements.

21

 

FINANCIAL HIGHLIGHTS (continued)

       
   
  

Year Ended September 30,

Class Y Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value,
beginning of period

 

20.81

20.03

21.70

21.29

18.77

Investment Operations:

      

Investment income—neta

 

.28

.20

.37

.36

.27

Net realized and unrealized
gain (loss) on investments

 

4.33

1.13

(1.63)

.35

2.51

Total from
Investment Operations

 

4.61

1.33

(1.26)

.71

2.78

Distributions:

      

Dividends from
investment income—net

 

(.36)

(.55)

(.41)

(.30)

(.26)

Net asset value, end of period

 

25.06

20.81

20.03

21.70

21.29

Total Return (%)

 

22.29

6.58

(5.63)

3.33

15.11

Ratios/Supplemental Data (%):

     

Ratio of total expenses
to average net assets

 

.82

.82

.80

.80

.86

Ratio of net expenses
to average net assets

 

.82

.82

.80

.80

.86

Ratio of net investment income
to average net assets

 

1.15

1.00

1.88

1.64

1.42

Portfolio Turnover Rate

 

26.26

32.45

36.45

31.58

37.78

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

 

535,448

486,727

849,188

1,068,449

1,027,565

a Based on average shares outstanding.

See notes to financial statements.

22

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon International Equity Fund (the “fund”) is a separate diversified series of BNY Mellon Investment Funds I (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering seven series, including the fund. The fund’s investment objective is to seek long-term growth of capital. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Newton Investment Management Limited (the “Sub-Adviser”), a wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, serves as the fund's sub-investment 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 an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Class A, Class C, Class I and Class Y. Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, 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

23

 

NOTES TO FINANCIAL STATEMENTS (continued)

unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The Trust enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.

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

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. 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.

24

 

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:

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

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

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

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (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 Trust’s Board of Trustees (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that

25

 

NOTES TO FINANCIAL STATEMENTS (continued)

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.

Forward foreign currency exchange contracts (“forward contracts”) are valued at the forward rate and are generally categorized within Level 2 of the fair value hierarchy.

The following is a summary of the inputs used as of September 30, 2021 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

14,729,650

677,393,465

†† 

-

692,123,115

 

Equity Securities - Preferred Stocks

-

9,008,302

†† 

-

9,008,302

 

Investment Companies

2,829,946

-

 

-

2,829,946

 

Other Financial Instruments:

  

Forward Foreign Currency Exchange Contracts†††

-

2,530

 

-

2,530

 

Liabilities ($)

  

Other Financial Instruments:

  

Forward Foreign Currency Exchange Contracts†††

-

(22,892)

 

-

(22,892)

 

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

†† Securities classified within Level 2 at period end as the values were determined pursuant to the fund’s fair valuation procedures.

††† Amount shown represents unrealized appreciation (depreciation) at period end, but only variation margin on exchanged traded and centrally cleared derivatives, if any, are reported in the Statement of Assets and Liabilities.

26

 

(b) Foreign currency transactions: The fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized on securities transactions between trade and settlement date, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments resulting from changes in exchange rates. Foreign currency gains and losses on foreign currency transactions are also included with net realized and unrealized gain or loss on investments.

Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred or those subject to reclaims as of September 30, 2021, 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 The Bank of New York 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

27

 

NOTES TO FINANCIAL STATEMENTS (continued)

of the lending transaction. Should a borrower fail to return the securities in a timely manner, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended September 30, 2021, The Bank of New York Mellon earned $336 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: Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political, economic developments and public health conditions. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls and delayed settlements, and their prices may be more volatile than those of comparable securities in the U.S. 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.

28

 

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

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

As of and during the period ended September 30, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended September 30, 2021, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended September 30, 2021 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At September 30, 2021, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $22,964,312 accumulated capital losses $6,971,931 and unrealized appreciation $194,437,985.

The fund is permitted to carry forward capital losses for an unlimited period. Furthermore, capital loss carryovers retain their character as either short-term or long-term capital losses.

The accumulated capital loss carryover is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to September 30, 2021. The fund has short-term capital losses of $6,971,931 which can be carried forward for an unlimited period.

The tax character of distributions paid to shareholders during the fiscal periods ended September 30, 2021 and September 30, 2020 were as follows: ordinary income $11,121,513 and $28,151,644.

29

 

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by The Bank of New York Mellon (the “BNYM Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $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 September 30, 2021 was approximately $33,425 with a related weighted average annualized interest rate of 1.11%.

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

(a) Pursuant to an investment advisory agreement with the Adviser, the investment advisory fee was computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly. The Adviser has contractually agreed, from October 1, 2020 through February 1, 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 classes (excluding Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed .82% of the value of the fund’s average daily net assets. On or after February 1, 2022, the Adviser may terminate this expense limitation at any time. The reduction in expenses, pursuant to the undertaking, amounted to $118,026 during the period ended September 30, 2021.

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.

(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

30

 

Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended September 30, 2021, Class C shares were charged $10,698 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 September 30, 2021, Class A and Class C shares were charged $19,423 and $3,566, respectively, pursuant to the Shareholder Services Plan.

Under its terms, the Distribution Plan and Shareholder Services Plan shall remain in effect from year to year, provided such continuance is approved annually by a vote of a majority of those Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the operation of or in any agreement related to the Distribution Plan or Shareholder Services Plan.

The fund has an arrangement with the transfer agent whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency 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 custodian 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 BNY Mellon Transfer, Inc., a wholly-owned subsidiary of the Adviser, 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 agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended September 30, 2021, the fund was charged $5,804 for transfer agency

31

 

NOTES TO FINANCIAL STATEMENTS (continued)

services, inclusive of earnings credit, if any. These fees are included in Shareholder servicing costs in the Statement of Operations.

The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended September 30, 2021, the fund was charged $130,973 pursuant to the custody agreement.

During the period ended September 30, 2021, the fund was charged $14,069 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: investment advisory fees of $464,257, Distribution Plan fees of $840, Shareholder Services Plan fees of $2,256, custodian fees of $44,509, Chief Compliance Officer fees of $3,538 and transfer agency fees of $1,046, which are offset against an expense reimbursement currently in effect in the amount of $7,153.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and forward contracts, during the period ended September 30, 2021, amounted to $187,220,454 and $271,654,013, respectively.

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. The fund enters into International Swaps and Derivatives Association, Inc. Master Agreements or similar agreements (collectively, “Master Agreements”) with its over-the-counter (“OTC”) derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under a Master Agreement, the fund may offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment in the event of default or termination.

Each type of derivative instrument that was held by the fund during the period ended September 30, 2021 is discussed below.

32

 

Forward Foreign Currency Exchange Contracts: The fund enters into forward contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to settle foreign currency transactions or as a part of its investment strategy. When executing forward contracts, the fund is obligated to buy or sell a foreign currency at a specified rate on a certain date in the future. With respect to sales of forward contracts, the fund incurs a loss if the value of the contract increases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract decreases between those dates. With respect to purchases of forward contracts, the fund incurs a loss if the value of the contract decreases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract increases between those dates. Any realized or unrealized gains or losses which occurred during the period are reflected in the Statement of Operations. The fund is exposed to foreign currency risk as a result of changes in value of underlying financial instruments. The fund is also exposed to credit risk associated with counterparty nonperformance on these forward contracts, which is generally limited to the unrealized gain on each open contract. This risk may be mitigated by Master Agreements, if any, between the fund and the counterparty and the posting of collateral, if any, by the counterparty to the fund to cover the fund’s exposure to the counterparty. Forward contracts open at September 30, 2021 are set forth in the Statement of Forward Foreign Currency Exchange Contracts.

The provisions of ASC Topic 210 “Disclosures about Offsetting Assets and Liabilities” require disclosure on the offsetting of financial assets and liabilities. These disclosures are required for certain investments, including derivative financial instruments subject to Master Agreements which are eligible for offsetting in the Statement of Assets and Liabilities and require the fund to disclose both gross and net information with respect to such investments. For financial reporting purposes, the fund does not offset derivative assets and derivative liabilities that are subject to Master Agreements in the Statement of Assets and Liabilities.

33

 

NOTES TO FINANCIAL STATEMENTS (continued)

At September 30, 2021, derivative assets and liabilities (by type) on a gross basis are as follows:

      

Derivative Financial Instruments:

 

Assets ($)

 

Liabilities ($)

 

Forward contracts

 

2,530

 

(22,892)

 

Total gross amount of derivative

 

 

 

 

 

assets and liabilities in the

 

 

 

 

 

Statement of Assets and Liabilities

 

2,530

 

(22,892)

 

Derivatives not subject to

 

 

 

 

 

Master Agreements

 

-

 

-

 

Total gross amount of assets

 

 

 

 

 

and liabilities subject to

 

 

 

 

 

Master Agreements

 

2,530

 

(22,892)

 

The following tables present derivative assets and liabilities net of amounts available for offsetting under Master Agreements and net of related collateral received or pledged, if any, as of September 30, 2021:

       

 

 

 

Financial

 

 

 

 

 

 

Instruments

 

 

 

 

 

 

and Derivatives

 

 

 

 

Gross Amount of

 

Available

Collateral

 

Net Amount of

Counterparty

Assets ($)

1 

for Offset ($)

Received ($)

  

Assets ($)

HSBC

156

 

(156)

-

 

-

State Street Bank
and Trust Company

2,374

 

(2,374)

-

 

-

Total

2,530

 

(2,530)

-

 

-

 

 

 

 

 

 

 

 

 

 

Financial

 

 

 

 

 

 

Instruments

 

 

 

 

 

 

and Derivatives

 

 

 

 

Gross Amount of

 

Available

Collateral

 

Net Amount of

Counterparty

Liabilities ($)

1 

for Offset ($)

Pledged ($)

  

Liabilities ($)

Citigroup

(988)

 

-

-

 

(988)

HSBC

(726)

 

156

-

 

(570)

J.P. Morgan Securities

(3,131)

 

-

-

 

(3,131)

State Street Bank
and Trust Company

(18,047)

 

2,374

-

 

(15,673)

Total

(22,892)

 

2,530

-

 

(20,362)

 

 

 

 

 

 

 

1 Absent a default event or early termination, OTC derivative assets and liabilities are presented at gross amounts
and are not offset in the Statement of Assets and Liabilities.

The following summarizes the average market value of derivatives outstanding during the period ended September 30, 2021:

   

 

 

Average Market Value ($)

Forward contracts

 

36,238,746

34

 

At September 30, 2021, the cost of investments inclusive of derivative contracts for federal income tax purposes was $509,579,333; accordingly, accumulated net unrealized appreciation on investments was $194,382,186, consisting of $242,192,158 gross unrealized appreciation and $47,809,972 gross unrealized depreciation.

35

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of the fund and Board of Trustees of
BNY Mellon Investment Funds I:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon International Equity Fund (the “Fund”), a series of BNY Mellon Investment Funds I, including the statements of investments and forward foreign currency exchange contracts, as of September 30, 2021, the statement of investments in affiliated issuers as of and for the year then ended, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements), and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights 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 and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. Such procedures also included confirmation of securities owned as of September 30, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures when replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more BNY Mellon Investment Adviser, Inc. investment companies since 1994.

New York, New York
November 22, 2021

36

 

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund elects to provide each shareholder with their portion of the fund’s income sourced from foreign countries and taxes paid from foreign countries. The fund reports the maximum amount allowable but not less than $29,971,333 as income sourced from foreign countries for the fiscal year ended September 30, 2021 in accordance with Section 853(c)(2) of the Internal Revenue Code and also the fund reports the maximum amount allowable but not less than $3,428,643 as taxes paid from foreign countries for the fiscal year ended September 30, 2021 in accordance with Section 853(a) of the Internal Revenue Code. Where required by federal tax rules, shareholders will receive notification of their proportionate share of foreign sourced income and foreign taxes paid for the 2021 calendar year with Form 1099-DIV which will be mailed in early 2022. Also the fund reports the maximum amount allowable, but not less than $14,550,156 as ordinary income dividends paid during the fiscal year ended September 30, 2021 as qualified dividend income in accordance with Section 854(b)(1)(B) Section 852(b)(3)(C) of the Internal Revenue Code.

37

 

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, 2020 to December 31, 2020, 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.

38

 

BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (77)

Chairman of the Board (2008)

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: 97

———————

Francine J. Bovich (70)

Board Member (2011)

Principal Occupation During Past 5 Years:

· The Bradley Trusts, private trust funds, Trustee (2011-Present)

Other Public Company Board Memberships During Past 5 Years:

· Annaly Capital Management, Inc., a real estate investment trust, Director (2014-Present)

No. of Portfolios for which Board Member Serves: 54

———————

Andrew J. Donohue (71)

Board Member (2019)

Principal Occupation During Past 5 Years:

· Attorney, Solo Law Practice (2019-Present)

· Shearman & Sterling LLP. a law firm, Of Counsel (2017-2019)

· Chief of Staff to the Chair of the SEC (2015-2017)

Other Public Company Board Memberships During Past 5 Years:

· Oppenheimer Funds (58 funds), Director (2017-2019)

No. of Portfolios for which Board Member Serves: 44

———————

39

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Kenneth A. Himmel (75)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Gulf Related, an international real estate development company, Managing Partner (2010-Present)

· Related Urban Development, a real estate development company, President and Chief Executive Officer (1996-Present)

· American Food Management, a restaurant company, Chief Executive Officer (1983-Present)

· Himmel & Company, a real estate development company, President and Chief Executive Officer (1980-Present)

No. of Portfolios for which Board Member Serves: 21

———————

Stephen J. Lockwood (74)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Stephen J. Lockwood and Company LLC, a real estate investment company, Chairman (2000-Present)

No. of Portfolios for which Board Member Serves: 21

———————

Roslyn M. Watson (71)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Watson Ventures, Inc., a real estate investment company, Principal (1993-Present)

Other Public Company Board Memberships During Past 5 Years:

· American Express Bank, FSB, Director (1993-2018)

No. of Portfolios for which Board Member Serves: 44

———————

40

 

Benaree Pratt Wiley (75)

Board Member (2008)

Principal Occupation During Past 5 Years:

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

Other Public Company Board Memberships During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 62

———————

Interested Board Member

Bradley Skapyak (62)

Board Member (2021)

Principal Occupation During Past 5 Years:

· Chief Operating Officer and Director of Dreyfus (2009-2019)

· Chief Executive Officer and Director of the Distributor (2016-2019)

· Chairman and Director of the Transfer Agent (2011-2019)

· Senior Vice President of the Custodian (2007-2019)

No. of Portfolios for which Board Member Serves: 21

Mr. Skapyak is deemed to be an Interested Board Member of the funds as a result of his ownership of unvested restricted stock units of BNY Mellon.

———————

Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street, New York, New York 10286. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

James M. Fitzgibbons, Emeritus Board Member

41

 

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; Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017. He is an officer of 56 investment companies (comprised of 106 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 43 years old and has been an employee of BNY Mellon since 2005.

JAMES WINDELS, Treasurer since December 2008.

Vice President of the Adviser since September 2020; Director - BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 since July 2021, Associate General Counsel of BNY Mellon since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; Managing Counsel of BNY Mellon from March 2009 to December 2020, and an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of BNY Mellon since April 2004.

JAMES BITETTO, Vice President since December 2008 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 57 investment companies (comprised of 128 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 December 1996.

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

Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 31 years old and has been an employee of the Adviser since August 2018.

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

Senior Managing Counsel of BNY Mellon since September 2021, Managing Counsel from December 2017 to September 2021; Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 57 investment companies (comprised of 128 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 December 2008.

Senior Managing Counsel of BNY Mellon, and an officer of 57 investment companies (comprised of 128 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 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; Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 36 years old and has been an employee of the Adviser since June 2019.

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

Chief Compliance Officer (since August 2021) and Vice President and Assistant Secretary (since February 2020) of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer (since August 2021) and Vice President (since February 2020) of BNY Mellon ETF Trust; Managing Counsel (December 2019 to August 2021) and Counsel (May 2016 to December 2019) of BNY Mellon; Assistant Secretary of the Adviser from April 2018 to August 2021. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 36 years old and has been an employee of BNY Mellon since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2008.

Tax Manager-BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Adviser since April 1991.

42

 

ROBERT SALVIOLO, Assistant Treasurer since December 2008.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2008.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since December 2008.

Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004, Chief Compliance Officer of the Adviser from 2004 until June 2021. He is an officer of 56 investment companies (comprised of 119 portfolios) managed by the Adviser. He is 64 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 50 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 53 years old and has been an employee of the Distributor since 1997.

43

 

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44

 

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45

 

For More Information

BNY Mellon International Equity Fund

240 Greenwich Street

New York, NY 10286

Adviser

BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, NY 10286

Sub-Adviser

Newton Investment Management Limited

160 Queen Victoria Street

London, EC4V, 4LA, UK

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: NIEAX      Class C: NIECX      Class I: SNIEX      Class Y: NIEYX

Telephone Call your financial representative or 1-800-373-9387

Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144

E-mail Send your request to info@bnymellon.com

Internet Information can be viewed online or downloaded at www.im.bnymellon.com

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-PORT. The fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.im.bnymellon.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.

  

© 2021 BNY Mellon Securities Corporation
6916AR0921

 

BNY Mellon Small Cap Growth Fund

 

ANNUAL REPORT

September 30, 2021

 

 

 

Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes.

 

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

 

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

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Fund Performance

5

Understanding Your Fund’s Expenses

8

Comparing Your Fund’s Expenses
With Those of Other Funds

8

Statement of Investments

9

Statement of Investments
in Affiliated Issuers

14

Statement of Assets and Liabilities

15

Statement of Operations

16

Statement of Changes in Net Assets

17

Financial Highlights

18

Notes to Financial Statements

20

Report of Independent Registered
Public Accounting Firm

29

Important Tax Information

30

Information About the Approval
of the Fund’s Investment Advisory
Agreement and the Approval of the
Sub-Investment Advisory Agreement

31

Liquidity Risk Management Program

34

Board Members Information

35

Officers of the Fund

38

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from October 1, 2020 through September 30, 2021, as provided by John R. Porter, Todd Wakefield, CFA, Robert C. Zeuthen, CFA, and Karen Behr of Newton Investment Management North America, LLC, Sub-Investment Adviser

Market and Fund Performance Overview

For the 12-month period ended September 30, 2021, BNY Mellon Small Cap Growth Fund’s Class I shares produced a total return of 22.58%, and Class Y shares returned 22.57%.1 In comparison, the fund’s benchmark, the Russell 2000® Growth Index (the “Index”), posted a total return of 33.27% for the same period.2

Small-cap growth stocks produced positive returns during the period, supported by government stimulus programs, accommodative central bank policies and improving investor sentiment as vaccines for the COVID-19 pandemic rolled out. The fund underperformed the Index, mainly due to disappointing stock selection in several sectors, including communication services, industrials, consumer staples, technology, health care, industrials and financials.

The Fund’s Investment Approach

The fund seeks long-term growth of capital. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of small-cap U.S. companies—i.e., those with total market capitalizations equal to or less than that of the largest company in the Index.

We employ a growth-oriented investment style in managing the fund’s portfolio. This means the portfolio managers seek to identify those small-cap companies that are experiencing, or are expected to experience, rapid earnings or revenue growth. We focus on high-quality companies and individual stock selection, instead of trying to predict which industries or sectors will perform best, and select stocks by:

· Using fundamental research to identify and follow companies considered to have attractive characteristics, such as strong business and competitive positions, solid cash flows and balance sheets, high-quality management and high sustainable growth.

· Investing in a company when the research indicates that the company will experience accelerating revenues and expanding operating margins, which may lead to rising estimate trends and favorable earnings surprises.

The fund’s investment strategy may lead it to emphasize certain industries, such as technology, health care, business services and communications.

Government Policies and Pandemic Recovery Spur Equity Markets

The first month of the reporting period saw elevated levels of market volatility as increasing COVID-19 infection rates began to concern investors. However, resolution of the U.S. presidential election and promising progress toward a COVID-19 vaccine in November 2020 helped U.S. stocks advance. December 2020 brought vaccine approvals and passage of a second U.S. pandemic-related fiscal stimulus package, both of which helped to support the rally into the new year. A strong risk-on rally ensued, particularly in areas of the market that

2

 

were hard hit by the pandemic, such as travel and leisure names, and low-quality and distressed debt. In this environment, small- and mid-cap shares handily outperformed their large-cap counterparts.

In 2021, equity strength rotated out of technology and growth stocks benefiting from the pandemic into COVID-19-sensitive sectors of the market, which had previously lagged, as well as cyclical and value-oriented areas of the market on the theory that these sectors were offering more attractive valuations and would benefit most from economic reopening. While the Index reached its peak for the period in early February, value-oriented stocks continued to gain ground until early June. Risk appetites diminished during the spring and summer due to concerns over increasing inflationary pressures, weakening consumer confidence, disappointing employment numbers, and the spread of the Delta variant of the virus. Small-cap issues traded sideways through the end of period, while large-cap stocks continued to advance until dipping in September.

Emphasis on Secular Growth Detracts from Relative Performance

The fund’s emphasis on companies positioned for secular, long-term growth at a time when the market generally favored cyclically oriented growth shares detracted from performance compared to the Index in several sectors. In communications services, holdings in cloud-based communications platform provider Bandwidth lost ground as the market rotated out of lockdown-beneficiary stocks. Among industrials holdings, aerospace and defense contractor Mercury Systems saw program delays which caused the company to reduce their outlook this year; solar equipment maker Array Technologies experienced rising costs and logistics difficulties that negatively affected the company’s guidance; and information technology services provider CACI International’s stock gained ground but failed to keep pace with others in its industry. In consumer staples, grocery chain Grocery Outlet faced concerns related to cost increases and supply-chain problems. In technology, fund returns benefited from mildly overweight sector exposure and a few strong-performing holdings, but were undermined by lagging performance from other holdings, such as enterprise software company Everbridge. Several individual holdings in industrials and an underweight exposure to financials further detracted from relative returns.

More positively, overweight exposure to the energy sector provided a modest tailwind to relative returns. From an individual stock perspective, shares of oilfield services firm Cactus rose on increasing commodity prices that fueled strong demand for the company’s equipment and services. In the materials sector, aluminum products maker Constellium rose sharply on commodity price strength, increased earnings, improved guidance and impressive cost controls.

Finding Opportunities in a Challenging Environment

Market risks have increased thus far in 2021, with bond yields trending higher, inflation likely to prove more stubborn than initially expected, and near-term, supply-chain problems persisting as the Delta variant of the COVID-19 virus slows progress toward a full economic reopening. However, corporate earnings estimates remain very strong, and infection and hospitalization rates continue to improve. While cyclical growth stocks have generally outperformed longer-term, secular growth shares in recent months, there is no telling how long such a trend will persist. In this challenging environment, the fund holds relatively overweight exposure to the health care sector, where we expect non-pandemic utilization

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

rates to rise as the virus recedes. We have also mildly increased the fund’s exposure to cyclically oriented industrial stocks, moving the sector from underweight earlier in the period to overweight. Conversely, the fund holds its most underweight exposure in the consumer discretionary sector where we find few reasonably priced, attractive growth opportunities. More generally, we continue to focus on our disciplined investment process, investing in companies we believe are well positioned to benefit from the major technological shifts that are transforming the economic landscape.

October 15, 2021

1  DUE TO RECENT MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE DIFFERENT THAN THE FIGURES SHOWN. Investors should note that the fund’s short-term performance is highly unusual, in part due to unusually favorable market conditions, and is unlikely to be repeated or consistently achieved in the future. Total return includes reinvestment of dividends and any capital gains paid. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. The fund’s return reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement in effect through February 1, 2022, at which time it may be extended, modified or terminated. Had these expenses not been absorbed, returns would have been lower. Past performance is no guarantee of future results.

2  Source: Lipper Inc. — The Russell 2000® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000 companies with higher growth earning potential as defined by Russell’s leading style methodology. The Russell 2000® Growth Index is constructed to provide a comprehensive and unbiased barometer for the small-cap growth segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set, and that the represented companies continue to reflect growth characteristics. Investors cannot invest directly in any index.

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

Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and 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.

The prices of small company stocks tend to be more volatile than the prices of large company stocks, mainly because these companies have less established and more volatile earnings histories. They also tend to be less liquid than larger company stocks.

4

 

FUND PERFORMANCE (Unaudited)


Comparison of change in value of $10,000 investment in Class I shares of BNY Mellon Small Cap Growth Fund with a hypothetical investment of $10,000 in the Russell 2000
® Growth Index (the “Index”)

 Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a hypothetical investment of $10,000 made in Class I shares of BNY Mellon Small Cap Growth Fund on 9/30/11 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. The Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000 companies with higher growth earning potential as defined by Russell’s leading style methodology. The Russell 2000® Growth Index is constructed to provide a comprehensive and unbiased barometer for the small-cap growth segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set and that the represented companies continue to reflect growth characteristics. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. These factors can contribute to the Index potentially outperforming the fund. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

5

 

FUND PERFORMANCE (Unaudited) (continued)


Comparison of change in value of $1,000,000 investment in Class Y shares of BNY Mellon Small Cap Growth Fund with a hypothetical investment of $1,000,000 made in the Russell 2000
® Growth Index (the “Index”)

 Source: Lipper Inc.

††  The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class I shares for the period prior to 7/1/13 (the inception date for Class Y shares).

Past performance is not predictive of future performance.

The above graph compares a hypothetical investment of $1,000,000 made in the Class Y shares of BNY Mellon Small Cap Growth Fund on 9/30/11 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. The Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000 companies with higher growth earning potential as defined by Russell’s leading style methodology. The Russell 2000® Growth Index is constructed to provide a comprehensive and unbiased barometer for the small-cap growth segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set and that the represented companies continue to reflect growth characteristics. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. These factors can contribute to the Index potentially outperforming the fund. 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.

6

 

       

Average Annual Total Returns as of 9/30/2021

 

 

Inception

Date

1 Year

5 Years

 

10 Years

Class I shares

12/23/96

22.58%

21.91%

 

18.89%

 

Class Y shares

7/1/13

22.57%

21.93%

 

18.91%

 

Russell 2000® Growth Index

 

33.27%

15.34%

 

15.74%

 

 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 7/1/13 (the inception date for Class Y shares).

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

The fund’s performance shown in the graphs and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

7

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Small Cap Growth Fund from April 1, 2021 to September 30, 2021. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

     

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended September 30, 2021

 

 

 

 

 

 

 

 

Class I

Class Y

 

Expenses paid per $1,000

$4.98

$4.98

 

Ending value (after expenses)

$988.20

$988.00

 

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

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (“SEC”) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

     

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended September 30, 2021

 

 

 

 

 

 

 

 

Class I

Class Y

 

Expenses paid per $1,000

$5.06

$5.06

 

Ending value (after expenses)

$1,020.05

$1,020.05

 

Expenses are equal to the fund’s annualized expense ratio of 1.00% for Class I and 1.00% for Class Y, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

8

 

STATEMENT OF INVESTMENTS

September 30, 2021

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.5%

     

Capital Goods - 12.7%

     

AerCap Holdings

   

10,322

a 

596,715

 

APi Group

   

17,052

a,b 

347,008

 

Armstrong World Industries

   

4,401

 

420,163

 

Array Technologies

   

19,425

a,c 

359,751

 

Astra Space

   

22,551

a,c 

195,968

 

Construction Partners, Cl. A

   

27,663

a 

923,114

 

Curtiss-Wright

   

2,576

 

325,040

 

Energy Recovery

   

25,517

a 

485,589

 

Kornit Digital

   

6,791

a 

982,929

 

Mercury Systems

   

8,897

a 

421,896

 

Proto Labs

   

1,322

a 

88,045

 

Ribbit LEAP

   

1,199

a 

12,542

 

SiteOne Landscape Supply

   

2,333

a,c 

465,364

 

The AZEK Company

   

6,499

a 

237,408

 
    

5,861,532

 

Commercial & Professional Services - 2.2%

     

CACI International, Cl. A

   

2,757

a 

722,610

 

Li-Cycle Holdings

   

22,980

a,c 

268,866

 
    

991,476

 

Consumer Durables & Apparel - 1.8%

     

Callaway Golf

   

15,254

a 

421,468

 

YETI Holdings

   

5,009

a 

429,221

 
    

850,689

 

Consumer Services - 4.2%

     

Dutch Bros, CI. A

   

2,765

a 

119,780

 

European Wax Center, Cl. A

   

5,900

a 

165,259

 

Membership Collective Group, Cl. A

   

20,988

a 

261,091

 

OneSpaWorld Holdings

   

21,980

a,c 

219,141

 

Planet Fitness, Cl. A

   

15,054

a 

1,182,492

 
    

1,947,763

 

Diversified Financials - .4%

     

MarketWise

   

24,533

a,c 

 202,643

 

Energy - 3.1%

     

Cactus, Cl. A

   

22,215

 

837,950

 

EQT

   

29,407

a 

601,667

 
    

1,439,617

 

Food & Staples Retailing - .8%

     

Grocery Outlet Holding

   

17,945

a 

 387,074

 

Food, Beverage & Tobacco - 2.7%

     

AppHarvest

   

23,027

a,c 

150,136

 

Calavo Growers

   

4,599

 

175,866

 

9

 

STATEMENT OF INVESTMENTS (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.5% (continued)

     

Food, Beverage & Tobacco - 2.7% (continued)

     

Freshpet

   

6,369

a 

908,793

 
    

1,234,795

 

Health Care Equipment & Services - 9.0%

     

1Life Healthcare

   

32,960

a 

667,440

 

Accolade

   

259

a,c 

10,922

 

AtriCure

   

5,710

a 

397,131

 

Evolent Health, Cl. A

   

19,169

a,c 

594,239

 

Health Catalyst

   

8,957

a 

447,940

 

iRhythm Technologies

   

11,380

a 

666,413

 

Nevro

   

2,091

a 

243,351

 

Oak Street Health

   

63

a,c 

2,679

 

Outset Medical

   

3,020

a,c 

149,309

 

Privia Health Group

   

6,934

a,c 

163,365

 

SOC Telemed

   

68,396

a 

154,575

 

Tabula Rasa HealthCare

   

13,360

a,c 

350,166

 

Teladoc Health

   

2,556

a 

324,126

 
    

4,171,656

 

Household & Personal Products - 1.7%

     

Inter Parfums

   

10,204

 

 762,953

 

Insurance - 2.1%

     

BRP Group, Cl. A

   

13,094

a 

435,899

 

Palomar Holdings

   

6,535

a 

528,224

 
    

964,123

 

Materials - 1.5%

     

Alamos Gold, Cl. A

   

21,277

 

153,194

 

Constellium

   

29,536

a 

554,686

 
    

707,880

 

Media & Entertainment - 2.2%

     

Cardlytics

   

2,736

a 

229,660

 

Eventbrite, Cl. A

   

26,238

a,c 

496,161

 

Manchester United, Cl. A

   

14,238

c 

275,790

 
    

1,001,611

 

Pharmaceuticals Biotechnology & Life Sciences - 23.0%

     

10X Genomics, CI. A

   

2,606

a 

379,381

 

Acceleron Pharma

   

1,912

a 

329,055

 

Adaptive Biotechnologies

   

4,470

a 

151,935

 

Arena Pharmaceuticals

   

7,663

a 

456,332

 

Ascendis Pharma, ADR

   

1,240

a 

197,644

 

Beam Therapeutics

   

3,525

a 

306,710

 

Biohaven Pharmaceutical Holding

   

6,857

a 

952,506

 

Blueprint Medicines

   

2,757

a 

283,447

 

CareDx

   

4,531

a 

287,129

 

Cerevel Therapeutics Holdings

   

21,366

a,c 

630,297

 

10

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.5% (continued)

     

Pharmaceuticals Biotechnology & Life Sciences - 23.0% (continued)

     

Crinetics Pharmaceuticals

   

15,746

a 

331,453

 

Dyne Therapeutics

   

18,648

a 

302,844

 

Generation Bio

   

12,719

a,c 

318,865

 

Iovance Biotherapeutics

   

11,391

a 

280,902

 

Kymera Therapeutics

   

3,750

a 

220,275

 

MeiraGTx Holdings

   

6,589

a 

86,843

 

NanoString Technologies

   

8,658

a 

415,671

 

Natera

   

6,814

a 

759,352

 

NeoGenomics

   

6,497

a,c 

313,415

 

Pacific Biosciences of California

   

8,833

a 

225,683

 

Passage Bio

   

14,971

a,c 

149,111

 

PTC Therapeutics

   

9,174

a 

341,365

 

Quanterix

   

12,170

a 

605,944

 

Sarepta Therapeutics

   

7,383

a 

682,780

 

Twist Bioscience

   

4,537

a 

485,323

 

Ultragenyx Pharmaceutical

   

3,182

a 

286,985

 

uniQure

   

6,186

a 

198,014

 

Xenon Pharmaceuticals

   

26,355

a 

402,704

 

Zogenix

   

14,177

a 

215,349

 
    

10,597,314

 

Real Estate - 2.4%

     

Physicians Realty Trust

   

12,631

d 

222,558

 

Redfin

   

17,664

a,c 

884,966

 
    

1,107,524

 

Retailing - 2.3%

     

National Vision Holdings

   

13,869

a,c 

787,343

 

Ollie's Bargain Outlet Holdings

   

4,141

a,c 

249,619

 
    

1,036,962

 

Semiconductors & Semiconductor Equipment - 3.7%

     

Power Integrations

   

6,656

 

658,877

 

Semtech

   

10,201

a 

795,372

 

SkyWater Technology

   

9,151

a,c 

248,907

 
    

1,703,156

 

Software & Services - 16.4%

     

ChannelAdvisor

   

13,208

a 

333,238

 

Everbridge

   

4,874

a,c 

736,169

 

Flywire

   

1,396

a,c 

61,201

 

HubSpot

   

2,260

a 

1,527,963

 

Medallia

   

17,547

a 

594,317

 

nCino

   

3,972

a,c 

282,131

 

Rapid7

   

13,459

a,c 

1,521,136

 

Shift4 Payments, Cl. A

   

7,545

a,c 

584,888

 

11

 

STATEMENT OF INVESTMENTS (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.5% (continued)

     

Software & Services - 16.4% (continued)

     

Twilio, Cl. A

   

3,850

a 

1,228,342

 

Zendesk

   

5,789

a,c 

673,782

 
    

7,543,167

 

Technology Hardware & Equipment - 4.0%

     

Calix

   

16,708

a 

825,876

 

Lumentum Holdings

   

5,836

a,c 

487,539

 

NETGEAR

   

5,566

a 

177,611

 

nLight

   

12,585

a 

354,771

 
    

1,845,797

 

Telecommunication Services - 1.3%

     

Bandwidth, Cl. A

   

6,878

a,c 

 620,946

 

Total Common Stocks (cost $38,565,231)

   

44,978,678

 
  

1-Day
Yield (%)

     

Investment Companies - 2.6%

     

Registered Investment Companies - 2.6%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares
(cost $1,185,436)

 

0.06

 

1,185,436

e 

 1,185,436

 
        

Investment of Cash Collateral for Securities Loaned - 3.3%

     

Registered Investment Companies - 3.3%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares
(cost $1,525,992)

 

0.02

 

1,525,992

e 

 1,525,992

 

Total Investments (cost $41,276,659)

 

103.4%

 

47,690,106

 

Liabilities, Less Cash and Receivables

 

(3.4%)

 

(1,590,008)

 

Net Assets

 

100.0%

 

46,100,098

 

ADR—American Depository Receipt

a Non-income producing security.

b Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2021, these securities were valued at $347,008 or .75% of net assets.

c Security, or portion thereof, on loan. At September 30, 2021, the value of the fund’s securities on loan was $8,582,836 and the value of the collateral was $8,863,106, consisting of cash collateral of $1,525,992 and U.S. Government & Agency securities valued at $7,337,114.

d Investment in real estate investment trust within the United States.

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.

12

 

  

Portfolio Summary (Unaudited)

Value (%)

Health Care

32.0

Information Technology

24.1

Industrials

14.9

Consumer Discretionary

8.3

Investment Companies

5.9

Consumer Staples

5.2

Communication Services

3.5

Energy

3.1

Financials

2.5

Real Estate

2.4

Materials

1.5

Diversified

.0

 

103.4

 Based on net assets.

See notes to financial statements.

13

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS

       

Investment Companies

Value
9/30/20($)

Purchases($)

Sales ($)

Value
9/30/21($)

Net
Assets(%)

Dividends/
Distributions($)

Registered Investment Companies;

    

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

828,418

39,965,390

(39,608,372)

1,185,436

2.6

1,389

Investment of Cash Collateral for Securities Loaned:††

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

773,076

3,436,941

(4,210,017)

-

-

741†††

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares

-

14,379,327

(12,853,335)

1,525,992

3.3

79,603†††

Total

1,601,494

57,781,658

(56,671,724)

2,711,428

5.9

81,733

 Includes reinvested dividends/distributions.

†† Effective November 9, 2020, cash collateral for securities lending was transferred from Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares to Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares.

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

See notes to financial statements.

14

 

STATEMENT OF ASSETS AND LIABILITIES

September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $8,582,836)—Note 1(c):

 

 

 

Unaffiliated issuers

38,565,231

 

44,978,678

 

Affiliated issuers

 

2,711,428

 

2,711,428

 

Cash

 

 

 

 

1,518

 

Receivable for shares of Beneficial Interest subscribed

 

133,305

 

Dividends and securities lending income receivable

 

15,374

 

Prepaid expenses

 

 

 

 

21,022

 

 

 

 

 

 

47,861,325

 

Liabilities ($):

 

 

 

 

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

 

24,401

 

Liability for securities on loan—Note 1(c)

 

1,525,992

 

Payable for shares of Beneficial Interest redeemed

 

78,857

 

Payable for investment securities purchased

 

59,861

 

Trustees’ fees and expenses payable

 

156

 

Other accrued expenses

 

 

 

 

71,960

 

 

 

 

 

 

1,761,227

 

Net Assets ($)

 

 

46,100,098

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

38,070,855

 

Total distributable earnings (loss)

 

 

 

 

8,029,243

 

Net Assets ($)

 

 

46,100,098

 

    

Net Asset Value Per Share

Class I

Class Y

 

Net Assets ($)

46,017,565

82,533

 

Shares Outstanding

902,691

1,614.76

 

Net Asset Value Per Share ($)

50.98

51.11

 

 

 

 

 

See notes to financial statements.

 

 

 

15

 

STATEMENT OF OPERATIONS

Year Ended September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $237 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

35,299

 

Affiliated issuers

 

 

1,389

 

Income from securities lending—Note 1(c)

 

 

80,344

 

Total Income

 

 

117,032

 

Expenses:

 

 

 

 

Investment advisory fee—Note 3(a)

 

 

288,267

 

Professional fees

 

 

98,798

 

Shareholder servicing costs—Note 3(b)

 

 

53,970

 

Registration fees

 

 

38,943

 

Administration fee—Note 3(a)

 

 

21,620

 

Prospectus and shareholders’ reports

 

 

15,133

 

Custodian fees—Note 3(b)

 

 

14,249

 

Chief Compliance Officer fees—Note 3(b)

 

 

14,069

 

Trustees’ fees and expenses—Note 3(c)

 

 

2,946

 

Loan commitment fees—Note 2

 

 

649

 

Miscellaneous

 

 

17,935

 

Total Expenses

 

 

566,579

 

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

 

 

(205,597)

 

Net Expenses

 

 

360,982

 

Investment (Loss)—Net

 

 

(243,950)

 

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

 

 

Net realized gain (loss) on investments

2,109,327

 

Net change in unrealized appreciation (depreciation) on investments

903,474

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

3,012,801

 

Net Increase in Net Assets Resulting from Operations

 

2,768,851

 

 

 

 

 

 

 

 

See notes to financial statements.

     

16

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2021

 

2020

 

Operations ($):

 

 

 

 

 

 

 

 

Investment (loss)—net

 

 

(243,950)

 

 

 

(83,891)

 

Net realized gain (loss) on investments

 

2,109,327

 

 

 

1,160,577

 

Net change in unrealized appreciation
(depreciation) on investments

 

903,474

 

 

 

3,462,584

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

2,768,851

 

 

 

4,539,270

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Class I

 

 

(971,604)

 

 

 

-

 

Class Y

 

 

(3,457)

 

 

 

-

 

Total Distributions

 

 

(975,061)

 

 

 

-

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class I

 

 

46,335,319

 

 

 

11,913,135

 

Class Y

 

 

9,754

 

 

 

8,697

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Class I

 

 

949,631

 

 

 

-

 

Class Y

 

 

380

 

 

 

-

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class I

 

 

(20,148,420)

 

 

 

(6,344,473)

 

Class Y

 

 

(4,090)

 

 

 

(22,080)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

27,142,574

 

 

 

5,555,279

 

Total Increase (Decrease) in Net Assets

28,936,364

 

 

 

10,094,549

 

Net Assets ($):

 

Beginning of Period

 

 

17,163,734

 

 

 

7,069,185

 

End of Period

 

 

46,100,098

 

 

 

17,163,734

 

Capital Share Transactions (Shares):

 

Class I

 

 

 

 

 

 

 

 

Shares sold

 

 

883,221

 

 

 

329,263

 

Shares issued for distributions reinvested

 

 

19,792

 

 

 

-

 

Shares redeemed

 

 

(393,689)

 

 

 

(182,331)

 

Net Increase (Decrease) in Shares Outstanding

509,324

 

 

 

146,932

 

Class Y

 

 

 

 

 

 

 

 

Shares sold

 

 

191

 

 

 

268

 

Shares issued for distributions reinvested

 

 

8

 

 

 

-

 

Shares redeemed

 

 

(80)

 

 

 

(700)

 

Net Increase (Decrease) in Shares Outstanding

119

 

 

 

(432)

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

        

17

 

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.

           
     
   

Class I Shares

 

Year Ended September 30,

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

43.47

28.46

35.83

31.65

30.32

Investment Operations:

      

Investment (loss)—neta

 

(.35)

(.28)

(.20)

(.19)

(.07)

Net realized and unrealized
gain (loss) on investments

 

10.03

15.29

(2.91)

8.54

5.52

Total from Investment Operations

 

9.68

15.01

(3.11)

8.35

5.45

Distributions:

      

Dividends from net realized
gain on investments

 

(2.17)

-

(4.26)

(4.17)

(4.12)

Net asset value, end of period

 

50.98

43.47

28.46

35.83

31.65

Total Return (%)

 

22.58

52.74

(7.64)

30.01

19.75

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.57

2.65

3.47

3.51

3.08

Ratio of net expenses
to average net assets

 

1.00

1.00

1.00

1.00

1.00

Ratio of net investment (loss)
to average net assets

 

(.68)

(.79)

(.66)

(.58)

(.23)

Portfolio Turnover Rate

 

33.01

74.21

90.11

87.65

125.73

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

 

46,018

17,099

7,014

7,051

5,377

a Based on average shares outstanding.

See notes to financial statements.

18

 

        
  
   

Class Y Shares

 

Year Ended September 30,

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

43.58

28.54

35.89

31.70

30.35

Investment Operations:

      

Investment (loss)—neta

 

(.36)

(.27)

(.19)

(.20)

(.21)

Net realized and unrealized
gain (loss) on investments

 

10.06

15.31

(2.90)

8.56

5.68

Total from Investment Operations

 

9.70

15.04

(3.09)

8.36

5.47

Distributions:

      

Dividends from net realized
gain on investments

 

(2.17)

-

(4.26)

(4.17)

(4.12)

Net asset value, end of period

 

51.11

43.58

28.54

35.89

31.70

Total Return (%)

 

22.57

52.70

(7.57)

30.00

19.81

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.48

2.64

3.45

3.27

3.18

Ratio of net expenses
to average net assets

 

1.00

1.00

1.00

1.00

1.00

Ratio of net investment (loss)
to average net assets

 

(.68)

(.77)

(.59)

(.59)

(.69)

Portfolio Turnover Rate

 

33.01

74.21

90.11

87.65

125.73

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

 

83

65

55

743

1,541

a Based on average shares outstanding.

See notes to financial statements.

19

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Small Cap Growth Fund (the “fund”) is a separate diversified series of BNY Mellon Investment Funds I (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering seven series, including the fund. The fund’s investment objective is to seek long-term growth of capital. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Effective September 1, 2021 (the “Effective Date”), the Adviser has engaged its affiliate, Newton Investment Management North America, LLC (the “Sub-Adviser”) as the fund’s sub-investment adviser pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser. As the fund’s sub-investment adviser, the Sub-Adviser provides the day-to-day management of the fund’s investments, subject to the Adviser’s supervision and approval. The Adviser (and not the fund) pays the Sub-Adviser for its sub-advisory services. As of the Effective Date, portfolio managers responsible for managing the fund’s investments who were employees of Mellon Investments Corporation (“Mellon”) in a dual employment arrangement with the Adviser, have become employees of the Sub-Adviser, and are no longer employees of Mellon.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Class I and Class Y. Class I shares are sold primarily to bank trust departments and other financial service providers (including The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or contingent deferred sales charge. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains

20

 

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

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The Trust enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.

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

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. 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.

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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:

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

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

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

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (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 Trust’s Board of Trustees (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that

22

 

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 September 30, 2021 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

44,978,678

-

 

-

44,978,678

 

Investment Companies

2,711,428

-

 

-

2,711,428

 

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

(b) Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred or those subject to reclaims as of September 30, 2021, 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 The Bank of New York 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

23

 

NOTES TO FINANCIAL STATEMENTS (continued)

foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended September 30, 2021, The Bank of New York Mellon earned $10,949 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 worldwide. 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

24

 

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

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

As of and during the period ended September 30, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended September 30, 2021, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended September 30, 2021 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At September 30, 2021, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $95,616, undistributed capital gains $1,735,978 and unrealized appreciation $6,197,649.

The tax character of distributions paid to shareholders during the fiscal periods ended September 30, 2021 and September 30, 2020 were as follows: ordinary income $95,010 and $0, and long-term capital gains $880,051 and $0, respectively.

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 The Bank of New York Mellon (the “BNYM Credit

25

 

NOTES TO FINANCIAL STATEMENTS (continued)

Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended September 30, 2021, the fund did not borrow under the Facilities.

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

(a) Pursuant to an investment advisory agreement with the Adviser, the investment advisory fee is computed at the annual rate of .80% of the value of the fund’s average daily net assets and is payable monthly. The Adviser has contractually agreed, from October 1, 2020 through February 1, 2022, to waive receipt of its fees and/or assume the direct expenses of the fund, so that the direct expenses of neither class (excluding taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed 1.00% of the value of the fund’s average daily net assets. On or after February 1, 2022, the Adviser may terminate this expense limitation agreement at any time. The reduction in expenses, pursuant to the undertaking, amounted to $205,597 during the period ended September 30, 2021.

As of the Effective Date, pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .384% of the value of the fund’s average daily net assets.

The fund has a Fund Accounting and Administrative Services Agreement (the “Administration Agreement”) with the Adviser, whereby the Adviser performs administrative, accounting and recordkeeping services for the fund. The fund has agreed to compensate the Adviser for providing accounting and recordkeeping services, administration, compliance monitoring, regulatory and shareholder reporting, as well as related facilities, equipment and clerical help. The fee is based on the fund’s average daily net assets and computed at the following annual rates: .06% of the first $500 million, .04% of the next $500 million and .02% in excess of $1 billion.

26

 

In addition, after applying any expense limitations or fee waivers that reduce the fees paid to the Adviser for this service, the Adviser has contractually agreed in writing to waive any remaining fees for this service to the extent that they exceed both the Adviser’s costs in providing these services and a reasonable allocation of the costs incurred by the Adviser and its affiliates related to the support and oversight of these services. The fund also reimburses the Adviser for the out-of-pocket expenses incurred in performing this service for the fund. Pursuant to the Administration Agreement, the fund was charged $21,620 during the period ended September 30, 2021.

(b) The fund has an arrangement with the transfer agent whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency fees. 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 custodian 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 BNY Mellon Transfer, Inc., a wholly-owned subsidiary of the Adviser, 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 agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended September 30, 2021, the fund was charged $1,945 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 Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended September 30, 2021, the fund was charged $14,249 pursuant to the custody agreement.

During the period ended September 30, 2021, the fund was charged $14,069 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: investment

27

 

NOTES TO FINANCIAL STATEMENTS (continued)

advisory fees of $31,125, administration fees of $2,334, custodian fees of $3,257, Chief Compliance Officer fees of $3,538 and transfer agency fees of $338, which are offset against an expense reimbursement currently in effect in the amount of $16,191.

(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 September 30, 2021, amounted to $37,439,640 and $11,146,856, respectively.

At September 30, 2021, the cost of investments for federal income tax purposes was $41,492,457; accordingly, accumulated net unrealized appreciation on investments was $6,197,649, consisting of $9,635,714 gross unrealized appreciation and $3,438,065 gross unrealized depreciation.

28

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of the fund and Board of Trustees of
BNY Mellon Investment Funds I:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Small Cap Growth Fund (the “Fund”), a series of BNY Mellon Investment Funds I, including the statement of investments, as of September 30, 2021, the statement of investments in affiliated issuers as of and for the year then ended, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements), and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights 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 and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. Such procedures also included confirmation of securities owned as of September 30, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures when replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more BNY Mellon Investment Adviser, Inc. investment companies since 1994.

New York, New York
November 22, 2021

29

 

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund reports the maximum amount allowable, but not less than $9,948 as ordinary income dividends paid during the year ended September 30, 2021 as qualified dividend income in accordance with Section 854(b)(1)(B) of the Internal Revenue Code. Also, the fund reports the maximum amount allowable but not less than 10.26% of ordinary income dividends paid during the year ended September 30, 2021 as eligible for the corporate dividends received deduction provided under Section 243 of the Internal Revenue Code in accordance with Section 854(b)(1)(A) of the Internal Revenue Code. Shareholders will receive notification in early 2022 of the percentage applicable to the preparation of their 2021 income tax returns. The fund reports the maximum amount allowable but not less than $1.9600 per share as a capital gain dividend in accordance with Section 852(b)(3)(C) of the Internal Revenue Code. Also, the fund reports the maximum amount allowable but not less than $.2116 as a short-term capital gain dividend paid on December 2, 2020 in accordance with Sections 871(k)(2) and 881(e) of the Internal Revenue Code.

30

 

INFORMATION ABOUT THE APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT AND THE APPROVAL OF THE SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Trustees held on April 29, 2021 (the “Meeting”), the Board discussed with representatives of the Adviser plans to realign Mellon Investments Corporation’s (“Mellon”) equities and multi-asset capabilities with Newton Investment Management North America, LLC (“Newton US”) (the “Firm Realignment”), with such realignment scheduled to occur, subject to regulatory requirements, in the third quarter of 2021 (the “Effective Date”). The Adviser noted that, as a result of the Firm Realignment, the portfolio managers who are currently responsible for managing the investments of the fund as employees of Mellon in a dual employment arrangement with the Adviser, will become employees of Newton US as of the Effective Date. Consequently, the Adviser proposed to engage Newton US to serve as the fund’s sub-investment adviser, pursuant to a sub-investment advisory agreement between the Adviser and Newton US (the “New Sub-Advisory Agreement”), to be effective on the Effective Date. In addition, the Adviser proposed amending the fund’s current investment advisory agreement (the “Current Investment Advisory Agreement”) to more clearly reflect the Adviser’s ability to employ one or more sub-investment advisers to manage the fund on a day-to-day basis and the Adviser’s responsibility to oversee and supervise any such sub-investment adviser, and to reflect the engagement of Newton US as sub-investment adviser to the fund (as proposed to be amended, the “Amended Investment Advisory Agreement”), to be effective on the Effective Date.

At the Meeting, the Adviser recommended the approval of the New Sub-Advisory Agreement, pursuant to which Newton US would serve as sub-investment adviser to the fund, and the Amended Investment Advisory Agreement. The recommendation for the approval of the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement was based on the following considerations, among others: (i) approval of the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement would permit the fund’s current portfolio managers to continue to be responsible for the day-to-day management of the fund’s portfolio after the Effective Date as employees of Newton US; (ii) there will be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund as a result of the proposed changes to the investment advisory arrangements; and (iii) the Adviser (and not the fund) will pay Newton US for its sub-investment advisory services. The Board also considered the fact that the Adviser stated that it believes there are no material changes to the information the Board had previously considered at a Board meeting on February 24-25, 2021 (the “15(c) Meeting”), at which the Board re-approved the Current Investment Advisory Agreement for the ensuing year, other than the information about the Firm Realignment and Newton US.

At the Meeting, the Board members ,none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the fund (the “Independent Trustees”), considered and approved the New Sub-Advisory Agreement

31

 

INFORMATION ABOUT THE APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT AND THE APPROVAL OF THE SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)

and the Amended Investment Advisory Agreement. In determining whether to approve the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement, the Board considered the materials prepared by the Adviser received in advance of the Meeting and other information presented at the Meeting, which included: (i) a form of the New Sub-Advisory Agreement and a form of the Amended Investment Advisory Agreement; (ii) information regarding the Firm Realignment and how it is expected to enhance investment capabilities; (iii) information regarding Newton US; and (iv) an opinion of counsel that the proposed changes to the investment advisory arrangements would not result in an “assignment” of the Current Investment Advisory Agreement under the 1940 Act and the Investment Advisers Act of 1940, as amended, and, therefore, do not require the approval of fund shareholders. The Board also considered the substance of discussions with representatives of the Adviser at the Meeting and the 15(c) Meeting.

Nature, Extent and Quality of Services to be Provided. In examining the nature, extent and quality of the services that were expected to be provided by Newton US to the fund under the New Sub-Advisory Agreement, the Board considered: (i) Newton US’s organization, qualification and background, as well as the qualifications of its personnel; (ii) the expertise of the personnel providing portfolio management services, which would remain the same after the Effective Date; and (iii) the investment strategy for the fund, which would remain the same after the Effective Date. The Board also considered the review process undertaken by the Adviser and the Adviser’s favorable assessment of the nature and quality of the sub-investment advisory services expected to be provided to the fund by Newton US after the Effective Date. Based on their consideration and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by Newton US under the New Sub-Advisory Agreement, as well as Newton US’s ability to render such services based on its resources and the experience of the investment team, which will include the fund’s current portfolio managers, were adequate and appropriate for the fund in light of the fund’s investment objective, and supported a decision to approve the New Sub-Advisory Agreement. The Board also considered, as it related to the Amended Investment Advisory Agreement, that the nature, extent and quality of the services that are provided by the Adviser are expected to remain the same, including the Adviser’s extensive administrative, accounting and compliance infrastructures, as well as the Adviser’s supervisory activities over the fund’s portfolio management personnel.

Investment Performance. The Board had considered the fund’s investment performance and that of the investment team managing the fund’s portfolio at the 15(c) Meeting (including comparative data provided by Broadridge Financial Solutions, Inc.). The Board considered the performance and that the same investment professionals would continue to manage the fund’s assets after the Effective Date, as factors in evaluating the services to be provided by Newton US under the New Sub-Advisory Agreement after the Effective Date, and determined that these factors, when viewed together with the other factors considered by the Board, supported a decision to approve the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement.

32

 

Costs of Services to be Provided and Profitability. The Board considered the proposed fee payable under the New Sub-Advisory Agreement, noting that the proposed fee would be paid by the Adviser and, thus, would not impact the fees paid by the fund or the Adviser’s profitability. The Board considered the fee payable to Newton US in relation to the fee paid to the Adviser by the fund and the respective services provided by Newton US and the Adviser. The Board recognized that, because Newton US’s fee would be paid by the Adviser, and not the fund, an analysis of profitability was more appropriate in the context of the Board’s consideration of the fund’s Current Investment Advisory Agreement, and that the Board had received and considered a profitability analysis of the Adviser and its affiliates, including Newton US, at the 15(c) Meeting. The Board concluded that the proposed fee payable to Newton US by the Adviser was appropriate and the Adviser’s profitability was not excessive in light of the nature, extent and quality of the services to be provided to the fund by the Adviser under the Amended Investment Advisory Agreement and Newton US under the New Sub-Advisory Agreement.

Economies of Scale to be Realized. The Board recognized that, because the fee payable to Newton US would be paid by the Adviser, and not the fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Current Investment Advisory Agreement, which had been done at the 15(c) Meeting. At the 15(c) Meeting, the Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Current Investment Advisory 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.

The Board also considered whether there were any ancillary benefits that would accrue to Newton US as a result of its relationship with the fund, and such ancillary benefits, if any, were determined to be reasonable.

In considering the materials and information described above, the Independent Trustees received assistance from, and met separately with, their independent legal counsel, and were provided with a written description of their statutory responsibilities and the legal standards that are applicable to the approval of investment advisory and sub-investment advisory agreements.

After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board members, all of whom are Independent Trustees, with the assistance of independent legal counsel, approved the New Sub-Advisory Agreement and Amended Investment Advisory Agreement for the fund effective as of the Effective Date.

33

 

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, 2020 to December 31, 2020, 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.

34

 

BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (77)

Chairman of the Board (2008)

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: 97

———————

Francine J. Bovich (70)

Board Member (2011)

Principal Occupation During Past 5 Years:

· The Bradley Trusts, private trust funds, Trustee (2011-Present)

Other Public Company Board Memberships During Past 5 Years:

· Annaly Capital Management, Inc., a real estate investment trust, Director (2014-Present)

No. of Portfolios for which Board Member Serves: 54

———————

Andrew J. Donohue (71)

Board Member (2019)

Principal Occupation During Past 5 Years:

· Attorney, Solo Law Practice (2019-Present)

· Shearman & Sterling LLP. a law firm, Of Counsel (2017-2019)

· Chief of Staff to the Chair of the SEC (2015-2017)

Other Public Company Board Memberships During Past 5 Years:

· Oppenheimer Funds (58 funds), Director (2017-2019)

No. of Portfolios for which Board Member Serves: 44

———————

35

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Kenneth A. Himmel (75)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Gulf Related, an international real estate development company, Managing Partner (2010-Present)

· Related Urban Development, a real estate development company, President and Chief Executive Officer (1996-Present)

· American Food Management, a restaurant company, Chief Executive Officer (1983-Present)

· Himmel & Company, a real estate development company, President and Chief Executive Officer (1980-Present)

No. of Portfolios for which Board Member Serves: 21

———————

Stephen J. Lockwood (74)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Stephen J. Lockwood and Company LLC, a real estate investment company, Chairman (2000-Present)

No. of Portfolios for which Board Member Serves: 21

———————

Roslyn M. Watson (71)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Watson Ventures, Inc., a real estate investment company, Principal (1993-Present)

Other Public Company Board Memberships During Past 5 Years:

· American Express Bank, FSB, Director (1993-2018)

No. of Portfolios for which Board Member Serves: 44

———————

36

 

Benaree Pratt Wiley (75)

Board Member (2008)

Principal Occupation During Past 5 Years:

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

Other Public Company Board Memberships During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 62

———————

Interested Board Member

Bradley Skapyak (62)

Board Member (2021)

Principal Occupation During Past 5 Years:

· Chief Operating Officer and Director of Dreyfus (2009-2019)

· Chief Executive Officer and Director of the Distributor (2016-2019)

· Chairman and Director of the Transfer Agent (2011-2019)

· Senior Vice President of the Custodian (2007-2019)

No. of Portfolios for which Board Member Serves: 21

Mr. Skapyak is deemed to be an Interested Board Member of the funds as a result of his ownership of unvested restricted stock units of BNY Mellon.

———————

Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street, New York, New York 10286. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

James M. Fitzgibbons, Emeritus Board Member

37

 

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; Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017. He is an officer of 56 investment companies (comprised of 106 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 43 years old and has been an employee of BNY Mellon since 2005.

JAMES WINDELS, Treasurer since December 2008.

Vice President of the Adviser since September 2020; Director - BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 since July 2021, Associate General Counsel of BNY Mellon since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; Managing Counsel of BNY Mellon from March 2009 to December 2020, and an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of BNY Mellon since April 2004.

JAMES BITETTO, Vice President since December 2008 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 57 investment companies (comprised of 128 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 December 1996.

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

Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 31 years old and has been an employee of the Adviser since August 2018.

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

Senior Managing Counsel of BNY Mellon since September 2021, Managing Counsel from December 2017 to September 2021; Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 57 investment companies (comprised of 128 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 December 2008.

Senior Managing Counsel of BNY Mellon, and an officer of 57 investment companies (comprised of 128 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 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; Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 36 years old and has been an employee of the Adviser since June 2019.

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

Chief Compliance Officer (since August 2021) and Vice President and Assistant Secretary (since February 2020) of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer (since August 2021) and Vice President (since February 2020) of BNY Mellon ETF Trust; Managing Counsel (December 2019 to August 2021) and Counsel (May 2016 to December 2019) of BNY Mellon; Assistant Secretary of the Adviser from April 2018 to August 2021. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 36 years old and has been an employee of BNY Mellon since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2008.

Tax Manager-BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Adviser since April 1991.

38

 

ROBERT SALVIOLO, Assistant Treasurer since December 2008.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2008.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since December 2008.

Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004, Chief Compliance Officer of the Adviser from 2004 until June 2021. He is an officer of 56 investment companies (comprised of 119 portfolios) managed by the Adviser. He is 64 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 50 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 53 years old and has been an employee of the Distributor since 1997.

39

 

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40

 

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41

 

For More Information

BNY Mellon Small Cap Growth Fund

240 Greenwich Street

New York, NY 10286

Adviser

BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, NY 10286

Sub-Adviser

Newton Investment Management

North America, LLC

BNY Mellon Center

201 Washington Place

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 I: SSETX      Class Y: SSYGX

Telephone Call your financial representative or 1-800-373-9387

Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144

E-mail Send your request to info@bnymellon.com

Internet Information can be viewed online or downloaded at www.im.bnymellon.com

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-PORT. The fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.im.bnymellon.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.

  

© 2021 BNY Mellon Securities Corporation
6941AR0921

 

BNY Mellon Small Cap Value Fund

 

ANNUAL REPORT

September 30, 2021

 

 

 

Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes.

 

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

 

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

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Fund Performance

5

Understanding Your Fund’s Expenses

8

Comparing Your Fund’s Expenses
With Those of Other Funds

8

Statement of Investments

9

Statement of Investments
in Affiliated Issuers

14

Statement of Assets and Liabilities

15

Statement of Operations

16

Statement of Changes in Net Assets

17

Financial Highlights

19

Notes to Financial Statements

23

Report of Independent Registered
Public Accounting Firm

33

Important Tax Information

34

Information About the Approval of
the Fund’s Management Agreement
and the Approval of the
Sub-Investment Advisory Agreement

35

Liquidity Risk Management Program

38

Board Members Information

39

Officers of the Fund

42

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from October 1, 2020 through September 30, 2021, as provided by Joseph M. Corrado, CFA, Stephanie K. Brandaleone, CFA, Jonathan Piskorowski, CFA, and Andrew Leger, Portfolio Managers of Newton Investment Management of North America LLC (Newton), an affiliate of BNY Mellon Investment adviser.

Market and Fund Performance Overview

For the 12-month period ended September 30, 2021, BNY Mellon Small Cap Value Fund’s Class A shares produced a total return of 58.62%, Class C shares returned 57.29%, Class I shares returned 59.18% and Class Y shares returned 59.22%.1 In comparison, the fund’s benchmark, the Russell 2000® Value Index (the “Index”), posted a total return of 63.92% for the same period.2

Small-cap value stocks produced strongly positive returns during the period, supported by government stimulus programs, accommodative central bank policies and improving investor sentiment as vaccines for the COVID-19 pandemic rolled out. The fund underperformed the Index, due primarily to underweight exposure to the energy sector and disappointing stock selection in materials.

The Fund’s Investment Approach

The fund seeks long-term growth of capital. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of small-cap U.S. companies—i.e., those with market capitalizations that are equal to or less than the total market capitalization of the largest company in the Index.

We use fundamental research and qualitative analysis to select stocks from among portfolio candidates. We look for companies with strong competitive positions, high-quality management and financial strength.

We use a variety of screening methods to identify small-cap companies that might be attractive investments. Once attractive investments have been identified, we use a consistent, three-step, fundamental research process to evaluate the stocks. The first step is valuation—to identify small-cap companies that are considered to be attractively priced relative to their earnings potential. Second, fundamentals—to verify the strength of the underlying business position. Third, catalyst—to identify a specific event that has the potential to cause the stocks to appreciate in value.

We primarily focus on individual stock selection instead of trying to predict which industries or sectors will perform best. The stock selection process is designed to produce a diversified portfolio of companies that we believe are undervalued relative to expected business growth.

Government Policies and Pandemic Recovery Spur Equity Markets

The first month of the reporting period saw elevated levels of market volatility as increasing COVID-19 infection rates began to concern investors. However, resolution of the U.S. presidential election and promising progress towards a COVID-19 vaccine in November 2020 helped U.S. stocks advance. December 2020 brought vaccine approvals and passage of a second U.S. pandemic-related fiscal stimulus package, both of which helped to support the rally into the new year. In 2021, equity strength rotated out of technology and growth stocks

2

 

benefiting from the pandemic into COVID-19-sensitive sectors of the market, which had previously lagged, as well as cyclical areas of the market on the theory that these sectors were offering more attractive valuations and would benefit most from economic reopening.

Small-cap value stocks strongly outperformed their large-cap counterparts from November 2020 through March 2021 as inflationary pressures rose, and bond yields increased. Typically, when bond yields are rising, cyclical, small-cap and value stocks are favored as investors are less willing to pay higher prices for future growth. The trend flipped in the spring, with bond yields declining and growth-oriented shares outperforming their value-oriented counterparts until mid-July, when another reversal saw value stocks resume market leadership through the end of the period. Financials and energy stocks performed particularly well during the closing months of the period, with financials benefiting from rising interest rates and oil and gas producing stocks bolstered by runaway commodity prices.

Selection and Allocation Determine Fund Performance

The fund participated in the market’s advance to a significant degree; however, a few positions in the energy and materials sectors detracted from performance relative to the Index. In energy, where rising oil and gas prices drove shares in exploration and production companies sharply higher, the fund held underweight exposure, particularly among shares most leveraged to commodity prices. In the materials sector, the fund allocated a relatively large proportion of assets to stocks of precious metals producers, which lagged, and relatively few assets to producers of industrial metals, such as steel and aluminum, which benefited from surging industrial demand. Lack of exposure to so-called “meme stocks,” such as game retailer GameStop and cinema chain AMC, also proved to be a headwind for the fund in early 2021 when social media hype caused those stocks to spike higher.

Conversely, good stock selection among financials bolstered relative returns despite the fund’s underweight exposure to the sector. The fund’s top performer was Silvergate Capital, a regional bank focused on providing cryptocurrency services, which soared on the growing investor acceptance of bitcoin and other digital currencies. Another notably strong financial holding, Webster Financial, benefited from an accretive merger with Sterling National Bank that boosted prospective earnings. Positive stock selection also supported relative performance in the health care sector, where the fund avoided most underperforming biotechnology stocks, focusing instead on profit-making companies that the market rewarded. Leading performers included Acadia Healthcare, health care equipment and services provider Apria, and health care information and services provider Evolent Health.

Taking a Balanced Approach to Opportunities and Risks

As of the end of the period, U.S. small-cap valuations stand at a 20-year low relative to large-cap valuations. In addition, projections for small-cap earnings and revenues exceed those of large-cap companies. Combined with rising inflationary pressures and bond yields, which have historically favored value-oriented stocks, we see a favorable backdrop for small-cap value performance if current trends continue. At the same time, after the recent runup in stock prices, small-cap valuations have drawn near historical averages on an absolute basis. We also recognize that equity markets currently face a number of risks, including declining federal stimulus, possible tapering of the Federal Reserve’s accommodative monetary policies and securities-buying programs, slowing growth in China and persistent supply-chain

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

disruptions. With these conditions in mind, we continue to focus on identifying individual, idiosyncratic investment opportunities in the small-cap value market. Our stock selection process has resulted in relatively overweight exposure to the industrials, technology and consumer discretionary sectors, and underweight exposure to health care, particularly development-stage biotechnology companies, and financials.

October 15, 2021

1 DUE TO RECENT MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE DIFFERENT THAN THE FIGURES SHOWN. Investors should note that the fund’s short-term performance is highly unusual, in part due to unusually favorable market conditions, and is unlikely to be repeated or consistently achieved in the future. Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. The fund’s return reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement in effect through February 1, 2022, at which time it may be extended, modified or terminated. Had these expenses not been absorbed, returns would have been lower.

2 Source: Lipper Inc. — The Russell 2000®Value Index measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000 companies that are considered more value-oriented relative to the overall market as defined by Russell’s leading style methodology. The Russell 2000® Value Index is constructed to provide a comprehensive and unbiased barometer for the small-cap value segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set, and that the represented companies continue to reflect value characteristics. Investors cannot invest directly in any index.

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

Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and 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.

Small companies carry additional risks because their earnings and revenues tend to be less predictable and their share prices more volatile than those of larger, more established companies. The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the fund’s ability to sell these securities.

4

 

FUND PERFORMANCE (Unaudited)


Comparison of change in value of $10,000 investment in Class A shares, Class C shares and Class I shares of BNY Mellon Small Cap Value Fund with a hypothetical investment of $10,000 made in the Russell 2000
® Value Index (the “Index”)

 Source: Lipper Inc.

†† The total return figures presented for Class A shares and Class C shares of the fund reflect the performance of the fund’s Class I shares for the period prior to 8/1/16 (the inception date for Class A shares and Class C shares), adjusted to reflect the applicable sales load for Class A shares.

Past performance is not predictive of future performance.

The above graph compares a hypothetical investment of $10,000 made in each of the Class A shares, Class C shares and Class I shares of the BNY Mellon Small Cap Value Fund on 9/30/11 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. The Index measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000 companies that are considered more value-oriented relative to the overall market as defined by Russell’s leading style methodology. The Russell 2000® Value Index is constructed to provide a comprehensive and unbiased barometer for the small-cap value segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set and that the represented companies continue to reflect value characteristics. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. These factors can contribute to the Index potentially outperforming the fund. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

5

 

FUND PERFORMANCE (Unaudited) (continued)


Comparison of change in value of $1,000,000 investment in Class Y shares of BNY Mellon Small Cap Value Fund with a hypothetical investment of $1,000,000 in the Russell 2000
® 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 I shares for the period prior to 8/1/16 (the inception date for Class Y shares).

Past performance is not predictive of future performance.

The above graph compares a hypothetical investment of $1,000,000 made in Class Y shares of the BNY Mellon Small Cap Value Fund on 9/30/11 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. The Index measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000 companies that are considered more value-oriented relative to the overall market as defined by Russell’s leading style methodology. The Russell 2000® Value Index is constructed to provide a comprehensive and unbiased barometer for the small-cap value segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set and that the represented companies continue to reflect value characteristics. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. These factors can contribute to the Index potentially outperforming the fund. 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.

6

 

     

Average Annual Total Returns as of 9/30/2021

 

Inception

   

 

Date

1 Year

5 Years

10 Years

Class A shares

    

with maximum sales charge (5.75%)

8/1/16

49.50%

9.97%††

12.90%††

without sales charge

8/1/16

58.62%

11.28%††

13.57%††

Class C shares

    

with applicable redemption charge

8/1/16

56.29%

10.33%††

13.07%††

without redemption

8/1/16

57.29%

10.33%††

13.07%††

Class I shares

2/1/00

59.18%

11.64%

13.76%

Class Y shares

8/1/16

59.22%

11.69%††

13.78%††

Russell 2000® Value Index

 

63.92%

11.03%

13.22%

 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 A shares and Class C shares of the fund reflect the performance of the fund’s Class I shares for the period prior to 8/1/16 (the inception date for Class A shares and Class C shares), adjusted to reflect the applicable sales load for Class A shares.

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 8/1/16 (the inception date for Class Y shares).

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

7

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Small Cap Value Fund from April 1, 2021 to September 30, 2021. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

       

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

 

Expenses paid per $1,000

$6.57

$10.77

$5.13

$4.93

 

Ending value (after expenses)

$984.40

$980.20

$986.10

$985.80

 

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

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (“SEC”) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

       

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

 

Expenses paid per $1,000

$6.68

$10.96

$5.22

$5.01

 

Ending value (after expenses)

$1,018.45

$1,014.19

$1,019.90

$1,020.10

 

Expenses are equal to the fund’s annualized expense ratio of 1.32% for Class A, 2.17% for Class C, 1.03% for Class I and .99% for Class Y, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

8

 

STATEMENT OF INVESTMENTS

September 30, 2021

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2%

     

Banks - 16.8%

     

Banner

   

35,980

 

1,986,456

 

Central Pacific Financial

   

64,011

 

1,643,803

 

Columbia Banking System

   

44,966

 

1,708,258

 

CVB Financial

   

51,814

 

1,055,451

 

Essent Group

   

48,211

 

2,121,766

 

First Bancorp

   

28,733

 

1,235,806

 

First Hawaiian

   

45,482

 

1,334,897

 

First Interstate BancSystem, Cl. A

   

62,570

 

2,519,068

 

Heritage Commerce

   

140,059

 

1,628,886

 

Heritage Financial

   

40,320

 

1,028,160

 

National Bank Holdings, Cl. A

   

7,378

 

298,661

 

Old National Bancorp

   

95,249

 

1,614,471

 

Seacoast Banking Corp. of Florida

   

63,198

 

2,136,724

 

Silvergate Capital, Cl. A

   

13,253

a 

1,530,722

 

South State

   

15,174

 

1,133,043

 

TriState Capital Holdings

   

20,070

a 

424,481

 

UMB Financial

   

27,600

 

2,669,196

 

United Community Bank

   

84,148

 

2,761,737

 

Webster Financial

   

60,879

 

3,315,470

 
    

32,147,056

 

Capital Goods - 12.4%

     

Aerojet Rocketdyne Holdings

   

11,686

 

508,925

 

Array Technologies

   

114,970

a 

2,129,244

 

Dycom Industries

   

25,776

a 

1,836,282

 

EMCOR Group

   

12,806

 

1,477,556

 

EnerSys

   

25,064

 

1,865,764

 

Fluor

   

113,173

a 

1,807,373

 

GrafTech International

   

149,001

 

1,537,690

 

Granite Construction

   

61,977

b 

2,451,190

 

Hyster-Yale Materials Handling

   

14,340

 

720,728

 

Matrix Service

   

89,025

a 

931,202

 

MSC Industrial Direct, Cl. A

   

18,351

 

1,471,567

 

Rexnord

   

21,343

 

1,372,142

 

Spirit AeroSystems Holdings, Cl. A

   

31,357

 

1,385,666

 

The Gorman-Rupp Company

   

15,254

 

546,246

 

The Greenbrier Companies

   

45,143

b 

1,940,698

 

Titan Machinery

   

17,478

a 

452,855

 

Wabash National

   

94,575

 

1,430,920

 
    

23,866,048

 

Commercial & Professional Services - 3.9%

     

Huron Consulting Group

   

28,144

a 

1,463,488

 

9

 

STATEMENT OF INVESTMENTS (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Commercial & Professional Services - 3.9% (continued)

     

KBR

   

98,951

 

3,898,669

 

Korn Ferry

   

28,920

 

2,092,651

 
    

7,454,808

 

Consumer Durables & Apparel - 5.1%

     

Capri Holdings

   

42,364

a 

2,050,841

 

GoPro, Cl. A

   

99,878

a 

934,858

 

Helen of Troy

   

5,638

a 

1,266,746

 

Meritage Homes

   

16,748

a 

1,624,556

 

Oxford Industries

   

16,431

 

1,481,583

 

Skechers USA, CI. A

   

59,069

a 

2,487,986

 
    

9,846,570

 

Consumer Services - 1.6%

     

Bally's

   

23,082

a 

1,157,332

 

Houghton Mifflin Harcourt

   

139,045

a 

1,867,374

 
    

3,024,706

 

Diversified Financials - 3.9%

     

Cohen & Steers

   

15,022

 

1,258,393

 

Federated Hermes

   

83,070

 

2,699,775

 

LPL Financial Holdings

   

15,520

 

2,432,915

 

WisdomTree Investments

   

186,169

 

1,055,578

 
    

7,446,661

 

Energy - 6.7%

     

Cactus, Cl. A

   

54,618

 

2,060,191

 

Chesapeake Energy

   

23,536

 

1,449,582

 

CNX Resources

   

125,949

a 

1,589,476

 

Comstock Resources

   

222,343

a 

2,301,250

 

EQT

   

91,749

a 

1,877,185

 

Helix Energy Solutions Group

   

478,561

a 

1,856,817

 

Viper Energy Partners

   

80,266

 

1,753,812

 
    

12,888,313

 

Food & Staples Retailing - .7%

     

The Chefs' Warehouse

   

43,428

a 

 1,414,450

 

Food, Beverage & Tobacco - .5%

     

Fresh Del Monte Produce

   

31,656

 

 1,019,956

 

Health Care Equipment & Services - 5.6%

     

Acadia Healthcare

   

48,795

a 

3,112,145

 

Apria

   

63,719

a 

2,367,161

 

Evolent Health, Cl. A

   

110,954

a,b 

3,439,574

 

NuVasive

   

29,840

a 

1,785,924

 
    

10,704,804

 

Insurance - 2.1%

     

Kemper

   

17,797

 

1,188,662

 

Selective Insurance Group

   

23,793

 

1,797,085

 

10

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Insurance - 2.1% (continued)

     

Selectquote

   

80,503

a 

1,040,904

 
    

4,026,651

 

Materials - 6.4%

     

Alamos Gold, Cl. A

   

146,988

 

1,058,314

 

Carpenter Technology

   

48,013

 

1,571,946

 

Coeur Mining

   

166,876

a 

1,029,625

 

Hecla Mining

   

186,934

 

1,028,137

 

Largo Resources

   

66,860

a 

702,699

 

Materion

   

16,237

 

1,114,508

 

MP Materials

   

53,906

a,b 

1,737,390

 

Schnitzer Steel Industries, Cl. A

   

33,358

 

1,461,414

 

Tronox Holdings, Cl. A

   

100,874

 

2,486,544

 
    

12,190,577

 

Media & Entertainment - 4.2%

     

Genius Sports

   

31,782

a,b 

593,052

 

Gray Television

   

112,505

 

2,567,364

 

John Wiley & Sons, Cl. A

   

20,068

 

1,047,750

 

Lions Gate Entertainment, Cl. A

   

79,654

a,b 

1,130,290

 

Lions Gate Entertainment, Cl. B

   

72,045

a 

936,585

 

TEGNA

   

89,754

 

1,769,949

 
    

8,044,990

 

Real Estate - 10.1%

     

Agree Realty

   

29,029

c 

1,922,591

 

Equity Commonwealth

   

47,976

c 

1,246,417

 

Highwoods Properties

   

23,016

c 

1,009,482

 

Newmark Group, Cl. A

   

196,549

 

2,812,616

 

Pebblebrook Hotel Trust

   

69,400

c 

1,555,254

 

Physicians Realty Trust

   

130,595

c 

2,301,084

 

Potlatchdeltic

   

45,466

c 

2,345,136

 

Rayonier

   

48,550

c 

1,732,264

 

Retail Opportunity Investments

   

41,560

c 

723,975

 

STAG Industrial

   

30,862

c 

1,211,334

 

Sunstone Hotel Investors

   

212,029

a,c 

2,531,626

 
    

19,391,779

 

Retailing - 2.7%

     

Funko, Cl. A

   

53,180

a 

968,408

 

Guess?

   

51,869

 

1,089,768

 

Nordstrom

   

40,552

a 

1,072,600

 

Urban Outfitters

   

69,239

a 

2,055,706

 
    

5,186,482

 

Semiconductors & Semiconductor Equipment - 1.9%

     

Diodes

   

26,578

a 

2,407,701

 

11

 

STATEMENT OF INVESTMENTS (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Semiconductors & Semiconductor Equipment - 1.9% (continued)

     

MaxLinear

   

24,047

a 

1,184,315

 
    

3,592,016

 

Software & Services - 5.7%

     

A10 Networks

   

82,661

a 

1,114,270

 

CSG Systems International

   

36,115

 

1,740,743

 

MAXIMUS

   

17,876

 

1,487,283

 

Progress Software

   

42,098

 

2,070,801

 

Verint Systems

   

21,551

a 

965,269

 

WM Technology

   

79,444

a,b 

1,151,938

 

Zuora, Cl. A

   

141,460

a 

2,345,407

 
    

10,875,711

 

Technology Hardware & Equipment - 2.7%

     

ADTRAN

   

93,993

 

1,763,309

 

Extreme Networks

   

140,425

a 

1,383,186

 

NETGEAR

   

66,029

a 

2,106,985

 
    

5,253,480

 

Transportation - 1.9%

     

SkyWest

   

73,712

a 

 3,636,950

 

Utilities - 4.3%

     

Avista

   

38,683

 

1,513,279

 

Chesapeake Utilities

   

13,888

 

1,667,254

 

NorthWestern

   

28,152

 

1,613,110

 

Portland General Electric

   

34,438

 

1,618,242

 

Southwest Gas Holdings

   

26,354

 

1,762,556

 
    

8,174,441

 

Total Common Stocks (cost $145,369,582)

   

190,186,449

 
  

1-Day
Yield (%)

     

Investment Companies - .8%

     

Registered Investment Companies - .8%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares
(cost $1,489,390)

 

0.06

 

1,489,390

d 

 1,489,390

 

12

 

        
 

Description

 

1-Day
Yield (%)

 

Shares

 

Value ($)

 

Investment of Cash Collateral for Securities Loaned - 1.4%

     

Registered Investment Companies - 1.4%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares
(cost $2,614,078)

 

0.02

 

2,614,078

d 

 2,614,078

 

Total Investments (cost $149,473,050)

 

101.4%

 

194,289,917

 

Liabilities, Less Cash and Receivables

 

(1.4%)

 

(2,615,711)

 

Net Assets

 

100.0%

 

191,674,206

 

a Non-income producing security.

b Security, or portion thereof, on loan. At September 30, 2021, the value of the fund’s securities on loan was $7,397,974 and the value of the collateral was $7,464,941, consisting of cash collateral of $2,614,078 and U.S. Government & Agency securities valued at $4,850,863.

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

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

  

Portfolio Summary (Unaudited)

Value (%)

Financials

22.7

Industrials

18.2

Information Technology

10.3

Real Estate

10.1

Consumer Discretionary

9.4

Energy

6.7

Materials

6.4

Health Care

5.6

Utilities

4.3

Communication Services

4.2

Investment Companies

2.2

Consumer Staples

1.3

 

101.4

 Based on net assets.

See notes to financial statements.

13

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS

       

Investment Companies

Value
9/30/20($)

Purchases($)

Sales ($)

Value
9/30/21($)

Net
Assets(%)

Dividends/
Distributions($)

Registered Investment Companies:

    

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

-

66,898,444

(65,409,054)

1,489,390

.8

1,620

Investment of Cash Collateral for Securities Loaned;††

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

3,012,229

9,626,137

(12,638,366)

-

-

72,648†††

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares

-

52,635,286

(50,021,208)

2,614,078

1.4

190,958†††

Total

3,012,229

129,159,867

(128,068,628)

4,103,468

2.2

265,226

 Includes reinvested dividends/distributions.

†† Effective November 9, 2020, cash collateral for securities lending was transferred from Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares to Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares.

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

See notes to financial statements.

14

 

STATEMENT OF ASSETS AND LIABILITIES

September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $7,397,974)—Note 1(c):

 

 

 

Unaffiliated issuers

145,369,582

 

190,186,449

 

Affiliated issuers

 

4,103,468

 

4,103,468

 

Receivable for investment securities sold

 

418,454

 

Dividends and securities lending income receivable

 

108,630

 

Receivable for shares of Beneficial Interest subscribed

 

26,047

 

Tax reclaim receivable—Note 1(b)

 

746

 

Prepaid expenses

 

 

 

 

37,388

 

 

 

 

 

 

194,881,182

 

Liabilities ($):

 

 

 

 

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

 

156,027

 

Liability for securities on loan—Note 1(c)

 

2,614,078

 

Payable for investment securities purchased

 

293,109

 

Payable for shares of Beneficial Interest redeemed

 

67,830

 

Trustees’ fees and expenses payable

 

750

 

Other accrued expenses

 

 

 

 

75,182

 

 

 

 

 

 

3,206,976

 

Net Assets ($)

 

 

191,674,206

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

126,955,557

 

Total distributable earnings (loss)

 

 

 

 

64,718,649

 

Net Assets ($)

 

 

191,674,206

 

      

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

26,091,602

1,009,802

116,038,651

48,534,151

 

Shares Outstanding

1,060,968

42,566

4,683,288

1,945,089

 

Net Asset Value Per Share ($)

24.59

23.72

24.78

24.95

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

15

 

STATEMENT OF OPERATIONS

Year Ended September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $2,691 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

2,764,871

 

Affiliated issuers

 

 

1,620

 

Income from securities lending—Note 1(c)

 

 

263,606

 

Total Income

 

 

3,030,097

 

Expenses:

 

 

 

 

Investment advisory fee—Note 3(a)

 

 

1,549,239

 

Shareholder servicing costs—Note 3(c)

 

 

148,016

 

Administration fee—Note 3(a)

 

 

116,192

 

Professional fees

 

 

100,546

 

Registration fees

 

 

67,876

 

Prospectus and shareholders’ reports

 

 

19,569

 

Trustees’ fees and expenses—Note 3(d)

 

 

15,632

 

Chief Compliance Officer fees—Note 3(c)

 

 

14,069

 

Custodian fees—Note 3(c)

 

 

9,723

 

Distribution fees—Note 3(b)

 

 

7,965

 

Loan commitment fees—Note 2

 

 

5,324

 

Interest expense—Note 2

 

 

922

 

Miscellaneous

 

 

21,786

 

Total Expenses

 

 

2,076,859

 

Investment Income—Net

 

 

953,238

 

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

 

 

Net realized gain (loss) on investments

33,089,313

 

Net change in unrealized appreciation (depreciation) on investments

45,594,697

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

78,684,010

 

Net Increase in Net Assets Resulting from Operations

 

79,637,248

 

 

 

 

 

 

 

 

See notes to financial statements.

     

16

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2021

 

2020

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

953,238

 

 

 

1,435,899

 

Net realized gain (loss) on investments

 

33,089,313

 

 

 

(6,129,254)

 

Net change in unrealized appreciation
(depreciation) on investments

 

45,594,697

 

 

 

(24,248,610)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

79,637,248

 

 

 

(28,941,965)

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Class A

 

 

(114,484)

 

 

 

(2,022,089)

 

Class C

 

 

-

 

 

 

(129,047)

 

Class I

 

 

(889,463)

 

 

 

(9,644,441)

 

Class Y

 

 

(326,361)

 

 

 

(3,635,523)

 

Total Distributions

 

 

(1,330,308)

 

 

 

(15,431,100)

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

1,654,946

 

 

 

923,182

 

Class C

 

 

144,152

 

 

 

47,887

 

Class I

 

 

16,394,065

 

 

 

23,297,929

 

Class Y

 

 

6,673,946

 

 

 

2,218,593

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

109,265

 

 

 

1,935,640

 

Class C

 

 

-

 

 

 

114,926

 

Class I

 

 

840,147

 

 

 

9,102,667

 

Class Y

 

 

326,286

 

 

 

3,634,781

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(4,166,076)

 

 

 

(4,140,271)

 

Class C

 

 

(554,328)

 

 

 

(652,400)

 

Class I

 

 

(41,296,107)

 

 

 

(35,743,011)

 

Class Y

 

 

(8,094,897)

 

 

 

(9,078,634)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

(27,968,601)

 

 

 

(8,338,711)

 

Total Increase (Decrease) in Net Assets

50,338,339

 

 

 

(52,711,776)

 

Net Assets ($):

 

Beginning of Period

 

 

141,335,867

 

 

 

194,047,643

 

End of Period

 

 

191,674,206

 

 

 

141,335,867

 

17

 

STATEMENT OF CHANGES IN NET ASSETS (continued)

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2021

 

2020

 

Capital Share Transactions (Shares):

 

Class Aa

 

 

 

 

 

 

 

 

Shares sold

 

 

68,710

 

 

 

53,183

 

Shares issued for distributions reinvested

 

 

5,356

 

 

 

95,966

 

Shares redeemed

 

 

(192,761)

 

 

 

(245,966)

 

Net Increase (Decrease) in Shares Outstanding

(118,695)

 

 

 

(96,817)

 

Class Ca

 

 

 

 

 

 

 

 

Shares sold

 

 

5,841

 

 

 

2,836

 

Shares issued for distributions reinvested

 

 

-

 

 

 

5,846

 

Shares redeemed

 

 

(26,263)

 

 

 

(38,383)

 

Net Increase (Decrease) in Shares Outstanding

(20,422)

 

 

 

(29,701)

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

696,292

 

 

 

1,441,490

 

Shares issued for distributions reinvested

 

 

40,983

 

 

 

449,292

 

Shares redeemed

 

 

(1,789,779)

 

 

 

(2,133,921)

 

Net Increase (Decrease) in Shares Outstanding

(1,052,504)

 

 

 

(243,139)

 

Class Y

 

 

 

 

 

 

 

 

Shares sold

 

 

275,973

 

 

 

131,670

 

Shares issued for distributions reinvested

 

 

15,808

 

 

 

178,264

 

Shares redeemed

 

 

(370,892)

 

 

 

(527,472)

 

Net Increase (Decrease) in Shares Outstanding

(79,111)

 

 

 

(217,538)

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended September 30, 2021, 4,656 Class C shares representing $112,830 were automatically converted to 4,506 Class A shares and during the period ended September 30, 2020, 221 Class I shares representing $3,772 were exchanged for 215 Class C shares.

 

See notes to financial statements.

        

18

 

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.

       
   
  

Year Ended September 30,

Class A Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value,
beginning of period

 

15.58

20.11

24.49

25.18

23.19

Investment Operations:

      

Investment income—neta

 

.05

.10

.10

.04

.05

Net realized and unrealized
gain (loss) on investments

 

9.06

(3.01)

(1.71)

3.37

3.94

Total from Investment Operations

 

9.11

(2.91)

(1.61)

3.41

3.99

Distributions:

      

Dividends from investment
income—net

 

(.10)

(.10)

(0.03)

(.06)

(.09)

Dividends from net realized
gain on investments

 

-

(1.52)

(2.74)

(4.04)

(1.91)

Total Distributions

 

(.10)

(1.62)

(2.77)

(4.10)

(2.00)

Net asset value, end of period

 

24.59

15.58

20.11

24.49

25.18

Total Return (%)b

 

58.62

(16.27)

(5.05)

15.08

17.58

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.34

1.42

1.31

1.36

1.37

Ratio of net expenses
to average net assets

 

1.34

1.42

1.31

1.36

1.37

Ratio of net investment income
to average net assets

 

.22

.55

.49

.15

.21

Portfolio Turnover Rate

 

54.45

79.73

69.41

84.28

76.86

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

 

26,092

18,379

25,664

33,037

231

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

19

 

FINANCIAL HIGHLIGHTS (continued)

       
   
  

Year Ended September 30,

Class C Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value,
beginning of period

 

15.08

19.58

24.07

24.94

23.16

Investment Operations:

      

Investment (loss)—neta

 

(.13)

(.06)

(.06)

(.15)

(.20)

Net realized and unrealized
gain (loss) on investments

 

8.77

(2.92)

(1.69)

3.32

3.95

Total from Investment Operations

 

8.64

(2.98)

(1.75)

3.17

3.75

Distributions:

      

Dividends from investment
income—net

 

-

-

-

-

(.06)

Dividends from net realized
gain on investments

 

-

(1.52)

(2.74)

(4.04)

(1.91)

Total Distributions

 

-

(1.52)

(2.74)

(4.04)

(1.97)

Net asset value, end of period

 

23.72

15.08

19.58

24.07

24.94

Total Return (%)b

 

57.29

(17.04)

(5.76)

14.11

16.49

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

2.19

2.31

2.08

2.19

2.30

Ratio of net expenses
to average net assets

 

2.19

2.31

2.08

2.19

2.30

Ratio of net investment (loss)
to average net assets

 

(.61)

(.36)

(.30)

(.67)

(.79)

Portfolio Turnover Rate

 

54.45

79.73

69.41

84.28

76.86

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

 

1,010

950

1,815

2,646

27

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

20

 

       
   
  

Year Ended September 30,

Class I Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value,
beginning of period

 

15.69

20.23

24.64

25.27

23.20

Investment Operations:

      

Investment income—neta

 

.12

.16

.15

.11

.15

Net realized and unrealized
gain (loss) on investments

 

9.13

(3.02)

(1.72)

3.40

3.93

Total from Investment Operations

 

9.25

(2.86)

(1.57)

3.51

4.08

Distributions:

      

Dividends from investment
income—net

 

(.16)

(.16)

(.10)

(.10)

(.10)

Dividends from net realized
gain on investments

 

-

(1.52)

(2.74)

(4.04)

(1.91)

Total Distributions

 

(.16)

(1.68)

(2.84)

(4.14)

(2.01)

Net asset value, end of period

 

24.78

15.69

20.23

24.64

25.27

Total Return (%)

 

59.18

(16.03)

(4.72)

15.43

17.98

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.03

1.07

1.02

1.01

1.03

Ratio of net expenses
to average net assets

 

1.03

1.07

1.02

1.01

1.03

Ratio of net investment income
to average net assets

 

.53

.92

.75

.46

.62

Portfolio Turnover Rate

 

54.45

79.73

69.41

84.28

76.86

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

 

116,039

90,017

120,937

215,318

208,377

a Based on average shares outstanding.

See notes to financial statements.

21

 

FINANCIAL HIGHLIGHTS (continued)

       
   
  

Year Ended September 30,

Class Y Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value,
beginning of period

 

15.80

20.36

24.74

25.25

23.20

Investment Operations:

      

Investment income (loss)—neta

 

.13

.17

.23

(.04)

.10

Net realized and unrealized
gain (loss) on investments

 

9.19

(3.04)

(1.79)

3.57

3.97

Total from Investment Operations

 

9.32

(2.87)

(1.56)

3.53

4.07

Distributions:

      

Dividends from investment
income—net

 

(.17)

(.17)

(.08)

-

(.11)

Dividends from net realized
gain on investments

 

-

(1.52)

(2.74)

(4.04)

(1.91)

Total Distributions

 

(.17)

(1.69)

(2.82)

(4.04)

(2.02)

Net asset value, end of period

 

24.95

15.80

20.36

24.74

25.25

Total Return (%)

 

59.22

(15.94)

(4.67)

15.49

17.93

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.00

1.01

1.01

.97

1.00

Ratio of net expenses
to average net assets

 

1.00

1.00

1.00

.95

1.00

Ratio of net investment income (loss)
to average net assets

 

.56

.97

1.23

(.14)

.42

Portfolio Turnover Rate

 

54.45

79.73

69.41

84.28

76.86

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

 

48,534

31,990

45,631

11

7,427

a Based on average shares outstanding.

See notes to financial statements.

22

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Small Cap Value Fund (the “fund”) is a separate diversified series of BNY Mellon Investment Funds I (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering seven series, including the fund. The fund’s investment objective is to seek long-term growth of capital. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Effective September 1, 2021 (the “Effective Date”), the Adviser has engaged its affiliate, Newton Investment Management North America, LLC (the “Sub-Adviser”) as the fund’s sub-investment adviser pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser. As the fund’s sub-investment adviser, the Sub-Adviser provides the day-to-day management of the fund’s investments, subject to the Adviser’s supervision and approval. The Adviser (and not the fund) pays the Sub-Adviser for its sub-advisory services. As of the Effective Date, portfolio managers responsible for managing the fund’s investments who were employees of Mellon Investments Corporation (“Mellon”) in a dual employment arrangement with the Adviser, have become employees of the Sub-Adviser, and are no longer employees of Mellon.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Class A, Class C, Class I and Class Y. Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship

23

 

NOTES TO FINANCIAL STATEMENTS (continued)

at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The Trust enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.

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

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly.

24

 

GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

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

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

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

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

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

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

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

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

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

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

25

 

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 Trust’s Board of Trustees (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.

For 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 September 30, 2021 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

190,186,449

-

 

-

190,186,449

 

Investment Companies

4,103,468

-

 

-

4,103,468

 

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

(b) Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred or those subject to reclaims as of September 30, 2021, 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

26

 

income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

Pursuant to a securities lending agreement with The Bank of New York Mellon, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended September 30, 2021, The Bank of New York Mellon earned $37,433 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 worldwide. 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

27

 

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

As of and during the period ended September 30, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended September 30, 2021, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended September 30, 2021 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At September 30, 2021, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $7,044,255, undistributed capital gains $14,255,520 and unrealized appreciation $43,418,874.

The tax character of distributions paid to shareholders during the fiscal periods ended September 30, 2021 and September 30, 2020 were as

28

 

follows: ordinary income $1,330,308 and $1,558,223, and long-term capital gains $0 and $13,872,877, respectively.

During the period ended September 30, 2021, 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 $2,324,303 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 The Bank of New York Mellon (the “BNYM Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $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 September 30, 2021 was approximately $72,877 with a related weighted average annualized interest rate of 1.26%.

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

(a) Pursuant to an investment advisory agreement with the Adviser, the investment advisory fee is computed at the annual rate of .80% of the value of the fund’s average daily net assets and is payable monthly. The Adviser has contractually agreed, from October 1, 2020 through February 1, 2022, to waive receipt of its fees and/or assume the direct expenses of Class Y shares, so that the annual fund operating expenses of Class Y shares (excluding taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.00% of the value of Class Y shares average daily net assets. On or after February 1, 2022, the Adviser may terminate this expense limitation agreement at any

29

 

NOTES TO FINANCIAL STATEMENTS (continued)

time. During the period ended September 30, 2021, there was no reimbursements pursuant to the undertaking.

As of the Effective Date, pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .384% of the value of the fund’s average daily net assets.

The fund has a Fund Accounting and Administrative Services Agreement (the “Administration Agreement”) with the Adviser, whereby the Adviser performs administrative, accounting and recordkeeping services for the fund. The fund has agreed to compensate the Adviser for providing accounting and recordkeeping services, administration, compliance monitoring, regulatory and shareholder reporting, as well as related facilities, equipment and clerical help. The fee is based on the fund’s average daily net assets and computed at the following annual rates: .06% of the first $500 million, .04% of the next $500 million and .02% in excess of $1 billion.

In addition, after applying any expense limitations or fee waivers that reduce the fees paid to the Adviser for this service, the Adviser has contractually agreed in writing to waive any remaining fees for this service to the extent that they exceed both the Adviser’s costs in providing these services and a reasonable allocation of the costs incurred by the Adviser and its affiliates related to the support and oversight of these services. The fund also reimburses the Adviser for the out-of-pocket expenses incurred in performing this service for the fund. Pursuant to the Administration Agreement, the fund was charged $116,192 during the period ended September 30, 2021.

During the period ended September 30, 2021, the Distributor retained $509 from commissions earned on sales of the fund’s Class A shares.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended September 30, 2021, Class C shares were charged $7,965 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

30

 

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 September 30, 2021, Class A and Class C shares were charged $63,456 and $2,655, respectively, pursuant to the Shareholder Services Plan.

Under its terms, the Distribution Plan and Shareholder Services Plan shall remain in effect from year to year, provided such continuance is approved annually by a vote of a majority of those Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the operation of or in any agreement related to the Distribution Plan or Shareholder Services Plan.

The fund has an arrangement with the transfer agent whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency 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 custodian 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 BNY Mellon Transfer, Inc., a wholly-owned subsidiary of the Adviser, 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 agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended September 30, 2021, the fund was charged $14,939 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 Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended September 30, 2021, the fund was charged $9,723 pursuant to the custody agreement.

During the period ended September 30, 2021, the fund was charged $14,069 for services performed by the Chief Compliance Officer and his

31

 

NOTES TO FINANCIAL STATEMENTS (continued)

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: investment advisory fees of $128,925, administration fees of $9,670, Distribution Plan fees of $625, Shareholder Services Plan fees of $5,589, custodian fees of $5,400, Chief Compliance Officer fees of $3,538 and transfer agency fees of $2,280.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended September 30, 2021, amounted to $101,425,491 and $130,597,035, respectively.

At September 30, 2021, the cost of investments for federal income tax purposes was $150,871,043; accordingly, accumulated net unrealized depreciation on investments was $43,418,874, consisting of $49,075,983 gross unrealized appreciation and $5,657,109 gross unrealized depreciation.

32

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of the fund and Board of Trustees of
BNY Mellon Investment Funds I:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Small Cap Value Fund (the “Fund”), a series of BNY Mellon Investment Funds I, including the statement of investments, as of September 30, 2021, the statement of investments in affiliated issuers as of and for the year then ended, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements), and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights 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 and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. Such procedures also included confirmation of securities owned as of September 30, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures when replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more BNY Mellon Investment Adviser, Inc. investment companies since 1994.

New York, New York
November 22, 2021

33

 

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund reports the maximum amount allowable, but not less than $870,508 as ordinary income dividends paid during the year ended September 30, 2021 as qualified dividend income in accordance with Section 854(b)(1)(B) of the Internal Revenue Code. Also, the fund reports the maximum amount allowable but not less than 65.25% of ordinary income dividends paid during the year ended September 30, 2021 as eligible for the corporate dividends received deduction provided under Section 243 of the Internal Revenue Code in accordance with Section 854(b)(1)(A) of the Internal Revenue Code. Shareholders will receive notification in early 2022 of the percentage applicable to the preparation of their 2020 income tax returns.

34

 

INFORMATION ABOUT THE APPROVAL OF THE FUND’S MANAGEMENT AGREEMENT AND THE APPROVAL OF THE SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Trustees held on April 29, 2021 (the “Meeting”), the Board discussed with representatives of the Adviser plans to realign Mellon Investments Corporation’s (“Mellon”) equities and multi-asset capabilities with Newton Investment Management North America, LLC (“Newton US”) (the “Firm Realignment”), with such realignment scheduled to occur, subject to regulatory requirements, in the third quarter of 2021 (the “Effective Date”). The Adviser noted that, as a result of the Firm Realignment, the portfolio managers who are currently responsible for managing the investments of the fund as employees of Mellon in a dual employment arrangement with the Adviser, will become employees of Newton US as of the Effective Date. Consequently, the Adviser proposed to engage Newton US to serve as the fund’s sub-investment adviser, pursuant to a sub-investment advisory agreement between the Adviser and Newton US (the “New Sub-Advisory Agreement”), to be effective on the Effective Date. In addition, the Adviser proposed amending the fund’s current investment advisory agreement (the “Current Investment Advisory Agreement”) to more clearly reflect the Adviser’s ability to employ one or more sub-investment advisers to manage the fund on a day-to-day basis and the Adviser’s responsibility to oversee and supervise any such sub-investment adviser, and to reflect the engagement of Newton US as sub-investment adviser to the fund (as proposed to be amended, the “Amended Investment Advisory Agreement”), to be effective on the Effective Date.

At the Meeting, the Adviser recommended the approval of the New Sub-Advisory Agreement, pursuant to which Newton US would serve as sub-investment adviser to the fund, and the Amended Investment Advisory Agreement. The recommendation for the approval of the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement was based on the following considerations, among others: (i) approval of the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement would permit the fund’s current portfolio managers to continue to be responsible for the day-to-day management of the fund’s portfolio after the Effective Date as employees of Newton US; (ii) there will be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund as a result of the proposed changes to the investment advisory arrangements; and (iii) the Adviser (and not the fund) will pay Newton US for its sub-investment advisory services. The Board also considered the fact that the Adviser stated that it believes there are no material changes to the information the Board had previously considered at a Board meeting on February 24-25, 2021 (the “15(c) Meeting”), at which the Board re-approved the Current Investment Advisory Agreement for the ensuing year, other than the information about the Firm Realignment and Newton US.

At the Meeting, the Board members ,none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the fund (the “Independent Trustees”), considered and approved the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement. In determining whether to approve the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement,

35

 

INFORMATION ABOUT THE APPROVAL OF THE FUND’S MANAGEMENT AGREEMENT AND THE APPROVAL OF THE SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)

the Board considered the materials prepared by the Adviser received in advance of the Meeting and other information presented at the Meeting, which included: (i) a form of the New Sub-Advisory Agreement and a form of the Amended Investment Advisory Agreement; (ii) information regarding the Firm Realignment and how it is expected to enhance investment capabilities; (iii) information regarding Newton US; and (iv) an opinion of counsel that the proposed changes to the investment advisory arrangements would not result in an “assignment” of the Current Investment Advisory Agreement under the 1940 Act and the Investment Advisers Act of 1940, as amended, and, therefore, do not require the approval of fund shareholders. The Board also considered the substance of discussions with representatives of the Adviser at the Meeting and the 15(c) Meeting.

Nature, Extent and Quality of Services to be Provided. In examining the nature, extent and quality of the services that were expected to be provided by Newton US to the fund under the New Sub-Advisory Agreement, the Board considered: (i) Newton US’s organization, qualification and background, as well as the qualifications of its personnel; (ii) the expertise of the personnel providing portfolio management services, which would remain the same after the Effective Date; and (iii) the investment strategy for the fund, which would remain the same after the Effective Date. The Board also considered the review process undertaken by the Adviser and the Adviser’s favorable assessment of the nature and quality of the sub-investment advisory services expected to be provided to the fund by Newton US after the Effective Date. Based on their consideration and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by Newton US under the New Sub-Advisory Agreement, as well as Newton US’s ability to render such services based on its resources and the experience of the investment team, which will include the fund’s current portfolio managers, were adequate and appropriate for the fund in light of the fund’s investment objective, and supported a decision to approve the New Sub-Advisory Agreement. The Board also considered, as it related to the Amended Investment Advisory Agreement, that the nature, extent and quality of the services that are provided by the Adviser are expected to remain the same, including the Adviser’s extensive administrative, accounting and compliance infrastructures, as well as the Adviser’s supervisory activities over the fund’s portfolio management personnel.

Investment Performance. The Board had considered the fund’s investment performance and that of the investment team managing the fund’s portfolio at the 15(c) Meeting (including comparative data provided by Broadridge Financial Solutions, Inc.). The Board considered the performance and that the same investment professionals would continue to manage the fund’s assets after the Effective Date, as factors in evaluating the services to be provided by Newton US under the New Sub-Advisory Agreement after the Effective Date, and determined that these factors, when viewed together with the other factors considered by the Board, supported a decision to approve the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement.

Costs of Services to be Provided and Profitability. The Board considered the proposed fee payable under the New Sub-Advisory Agreement, noting that the proposed fee

36

 

would be paid by the Adviser and, thus, would not impact the fees paid by the fund or the Adviser’s profitability. The Board considered the fee payable to Newton US in relation to the fee paid to the Adviser by the fund and the respective services provided by Newton US and the Adviser. The Board recognized that, because Newton US’s fee would be paid by the Adviser, and not the fund, an analysis of profitability was more appropriate in the context of the Board’s consideration of the fund’s Current Investment Advisory Agreement, and that the Board had received and considered a profitability analysis of the Adviser and its affiliates, including Newton US, at the 15(c) Meeting. The Board concluded that the proposed fee payable to Newton US by the Adviser was appropriate and the Adviser’s profitability was not excessive in light of the nature, extent and quality of the services to be provided to the fund by the Adviser under the Amended Investment Advisory Agreement and Newton US under the New Sub-Advisory Agreement.

Economies of Scale to be Realized. The Board recognized that, because the fee payable to Newton US would be paid by the Adviser, and not the fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Current Investment Advisory Agreement, which had been done at the 15(c) Meeting. At the 15(c) Meeting, the Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Current Investment Advisory 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.

The Board also considered whether there were any ancillary benefits that would accrue to Newton US as a result of its relationship with the fund, and such ancillary benefits, if any, were determined to be reasonable.

In considering the materials and information described above, the Independent Trustees received assistance from, and met separately with, their independent legal counsel, and were provided with a written description of their statutory responsibilities and the legal standards that are applicable to the approval of investment advisory and sub-investment advisory agreements.

After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board members, all of whom are Independent Trustees, with the assistance of independent legal counsel, approved the New Sub-Advisory Agreement and Amended Investment Advisory Agreement for the fund effective as of the Effective Date.

37

 

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, 2020 to December 31, 2020, 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.

38

 

BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (77)

Chairman of the Board (2008)

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: 97

———————

Francine J. Bovich (70)

Board Member (2011)

Principal Occupation During Past 5 Years:

· The Bradley Trusts, private trust funds, Trustee (2011-Present)

Other Public Company Board Memberships During Past 5 Years:

· Annaly Capital Management, Inc., a real estate investment trust, Director (2014-Present)

No. of Portfolios for which Board Member Serves: 54

———————

Andrew J. Donohue (71)

Board Member (2019)

Principal Occupation During Past 5 Years:

· Attorney, Solo Law Practice (2019-Present)

· Shearman & Sterling LLP. a law firm, Of Counsel (2017-2019)

· Chief of Staff to the Chair of the SEC (2015-2017)

Other Public Company Board Memberships During Past 5 Years:

· Oppenheimer Funds (58 funds), Director (2017-2019)

No. of Portfolios for which Board Member Serves: 44

———————

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BOARD MEMBERS INFORMATION (Unaudited) (continued)

Kenneth A. Himmel (75)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Gulf Related, an international real estate development company, Managing Partner (2010-Present)

· Related Urban Development, a real estate development company, President and Chief Executive Officer (1996-Present)

· American Food Management, a restaurant company, Chief Executive Officer (1983-Present)

· Himmel & Company, a real estate development company, President and Chief Executive Officer (1980-Present)

No. of Portfolios for which Board Member Serves: 21

———————

Stephen J. Lockwood (74)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Stephen J. Lockwood and Company LLC, a real estate investment company, Chairman (2000-Present)

No. of Portfolios for which Board Member Serves: 21

———————

Roslyn M. Watson (71)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Watson Ventures, Inc., a real estate investment company, Principal (1993-Present)

Other Public Company Board Memberships During Past 5 Years:

· American Express Bank, FSB, Director (1993-2018)

No. of Portfolios for which Board Member Serves: 44

———————

40

 

Benaree Pratt Wiley (75)

Board Member (2008)

Principal Occupation During Past 5 Years:

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

Other Public Company Board Memberships During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 62

———————

Interested Board Member

Bradley Skapyak (62)

Board Member (2021)

Principal Occupation During Past 5 Years:

· Chief Operating Officer and Director of Dreyfus (2009-2019)

· Chief Executive Officer and Director of the Distributor (2016-2019)

· Chairman and Director of the Transfer Agent (2011-2019)

· Senior Vice President of the Custodian (2007-2019)

No. of Portfolios for which Board Member Serves: 21

Mr. Skapyak is deemed to be an Interested Board Member of the funds as a result of his ownership of unvested restricted stock units of BNY Mellon.

———————

Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street, New York, New York 10286. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

James M. Fitzgibbons, Emeritus Board Member

41

 

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; Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017. He is an officer of 56 investment companies (comprised of 106 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 43 years old and has been an employee of BNY Mellon since 2005.

JAMES WINDELS, Treasurer since December 2008.

Vice President of the Adviser since September 2020; Director - BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 since July 2021, Associate General Counsel of BNY Mellon since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; Managing Counsel of BNY Mellon from March 2009 to December 2020, and an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of BNY Mellon since April 2004.

JAMES BITETTO, Vice President since December 2008 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 57 investment companies (comprised of 128 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 December 1996.

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

Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 31 years old and has been an employee of the Adviser since August 2018.

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

Senior Managing Counsel of BNY Mellon since September 2021, Managing Counsel from December 2017 to September 2021; Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 57 investment companies (comprised of 128 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 December 2008.

Senior Managing Counsel of BNY Mellon, and an officer of 57 investment companies (comprised of 128 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 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; Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 36 years old and has been an employee of the Adviser since June 2019.

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

Chief Compliance Officer (since August 2021) and Vice President and Assistant Secretary (since February 2020) of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer (since August 2021) and Vice President (since February 2020) of BNY Mellon ETF Trust; Managing Counsel (December 2019 to August 2021) and Counsel (May 2016 to December 2019) of BNY Mellon; Assistant Secretary of the Adviser from April 2018 to August 2021. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 36 years old and has been an employee of BNY Mellon since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2008.

Tax Manager-BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Adviser since April 1991.

42

 

ROBERT SALVIOLO, Assistant Treasurer since December 2008.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2008.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since December 2008.

Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004, Chief Compliance Officer of the Adviser from 2004 until June 2021. He is an officer of 56 investment companies (comprised of 119 portfolios) managed by the Adviser. He is 64 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 50 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 53 years old and has been an employee of the Distributor since 1997.

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44

 

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45

 

For More Information

BNY Mellon Small Cap Value Fund

240 Greenwich Street

New York, NY 10286

Adviser

BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, NY 10286

Sub-Adviser

Newton Investment Management

North America, LLC

BNY Mellon Center

201 Washington Place

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: RUDAX      Class C: BOSCX      Class I: STSVX      Class Y: BOSYX

Telephone Call your financial representative or 1-800-373-9387

Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144

E-mail Send your request to info@bnymellon.com

Internet Information can be viewed online or downloaded at www.im.bnymellon.com

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-PORT. The fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.im.bnymellon.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.

  

© 2021 BNY Mellon Securities Corporation
6944AR0921

 

 

BNY Mellon Small/Mid Cap Growth Fund

 

ANNUAL REPORT

September 30, 2021

 

 

 

Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes.

 

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

 

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

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Fund Performance

5

Understanding Your Fund’s Expenses

8

Comparing Your Fund’s Expenses
With Those of Other Funds

8

Statement of Investments

9

Statement of Investments
in Affiliated Issuers

14

Statement of Assets and Liabilities

15

Statement of Operations

16

Statement of Changes in Net Assets

17

Financial Highlights

19

Notes to Financial Statements

24

Report of Independent Registered
Public Accounting Firm

35

Important Tax Information

36

Information About the Approval
of the Fund’s Management Agreement
and the Approval of the Sub-Investment
Advisory Agreement

37

Liquidity Risk Management Program

41

Board Members Information

42

Officers of the Fund

45

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from October 1, 2020 through September 30, 2021, as provided by John R. Porter, Todd W. Wakefield, CFA, Robert C. Zeuthen, CFA, and Karen Behr of Newton Investment Management North America, LLC, Sub-Investment Adviser

Market and Fund Performance Overview

For the 12-month period ended September 30, 2021, BNY Mellon Small/Mid Cap Growth Fund’s Class A shares produced a total return of 22.59%, Class C shares returned 21.68%, Class I shares returned 22.90%, Class Y shares returned 22.98% and Class Z shares returned 22.79%.1 In comparison, the fund’s benchmark, the Russell 2500 Growth Index (the “Index”), posted a total return of 31.98% for the same period.2

Small- and mid-cap growth stocks produced positive returns during the period, supported by government stimulus programs, accommodative central bank policies and improving investor sentiment as vaccines for the COVID-19 pandemic rolled out. The fund underperformed the Index, mainly due to disappointing stock selection in the industrials, consumer discretionary and communication services sectors.

The Fund’s Investment Approach

The fund seeks long-term growth of capital. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of small-cap and mid-cap U.S. companies (those with market capitalizations equal to or less than the total market capitalization of the largest company in the Index).

We employ a growth-oriented investment style in managing the fund’s portfolio. This means we seek to identify those small-cap and mid-cap companies that are experiencing, or are expected to experience, rapid earnings or revenue growth. We focus on high-quality companies and individual stock selection, instead of trying to predict which industries or sectors will perform best, and select stocks by:

· Using fundamental research to identify and follow companies considered to have attractive characteristics, such as strong business and competitive positions, solid cash flows and balance sheets, high-quality management and high sustainable growth.

· Investing in a company when the portfolio managers’ research indicates that the company will experience accelerating revenues and expanding operating margins, which may lead to rising estimate trends and favorable earnings surprises.

The fund’s investment strategy may lead it to emphasize certain industries, such as technology, health care, business services and communications.

Government Policies and Pandemic Recovery Spur Equity Markets

The first month of the reporting period saw elevated levels of market volatility as increasing COVID-19 infection rates began to concern investors. However, resolution of the U.S. presidential election and promising progress towards a COVID-19 vaccine in November 2020 helped U.S. stocks advance. December 2020 brought vaccine approvals and passage of a second U.S. pandemic-related fiscal stimulus package, both of which helped to support the rally into the new year. A strong risk-on rally ensued, particularly in areas of the market that

2

 

were hard hit by the pandemic, such as travel and leisure names, and low-quality and distressed debt. In this environment, small- and mid-cap shares handily outperformed their large-cap counterparts.

In 2021, equity strength rotated out of technology and growth stocks benefiting from the pandemic into COVID-19-sensitive sectors of the market, which had previously lagged, as well as cyclical and value-oriented areas of the market on the theory that these sectors were offering more attractive valuations and would benefit most from economic reopening. While the Index reached its peak for the period in early February, value-oriented stocks continued to gain ground until early June. Risk appetites diminished during the spring and summer due to concerns over increasing inflationary pressures, weakening consumer confidence, disappointing employment numbers, and the spread of the Delta variant of the virus. Small- and mid-cap issues traded sideways through the end of period, while large-cap stocks continued to advance until dipping in September.

Emphasis on Secular Growth Detracts from Relative Performance

The fund’s emphasis on companies positioned for secular, long-term growth at a time when the market generally favored cyclically oriented growth shares detracted from performance compared to the Index in several sectors. Among industrials holdings, information and analytics provider Clarivate faced weakening top-line growth; aerospace and defense contractor Mercury Systems saw program delays which caused the company to reduce their outlook this year; and solar equipment maker Array Technologies experienced rising costs and logistics difficulties that negatively affected the company’s guidance. In consumer discretionary, shares in two companies that benefited from pandemic-related spending declined: digital sports gambling company DraftKings and exercise equipment maker Peloton Interactive. In communications services, overweight exposure to the sector detracted, as did holdings in cloud-based communications platform provider Bandwidth, which lost ground as the market rotated out of lockdown-beneficiary stocks.

More positively, overweight exposure to the energy sector provided a tailwind to relative returns. From an individual stock perspective, several technology holdings bolstered performance. The fund’s top holding, cloud-based customer relationship management company HubSpot, reported robust earnings and a positive outlook as a growing number of global enterprises bought into their digital platform. Other leading technology performers included real-time collaboration application provider Slack Technologies, which received an attractive acquisition bid; cybersecurity company Rapid7, another acquisition; digital and mobile commerce platform Affirm Holdings; and digital payment facilitator Square, which announced the creation of new cryptocurrency capabilities. In the materials sector, aluminum products maker Constellium rose sharply on commodity price strength, increased earnings, improved guidance and impressive cost controls. In energy, shares of oilfield services firm Cactus rose on increasing commodity prices that fueled strong demand for the company’s equipment and services.

Finding Opportunities in a Challenging Environment

Market risks have increased thus far in 2021, with bond yields trending higher, inflation likely to prove more stubborn than initially expected, and near-term, supply-chain problems persisting as the Delta variant of the COVID-19 virus slows progress toward a full economic reopening. However, corporate earnings estimates remain very strong, and infection and

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

hospitalization rates continue to improve. While cyclical growth stocks have generally outperformed longer-term, secular growth shares in recent months, there is no telling how long such a trend will persist. In this challenging environment, the fund holds relatively overweight exposure to the health care sector, where we expect non-pandemic utilization rates to rise as the virus recedes. We have also mildly increased the fund’s exposure to cyclically oriented industrial stocks, while holdings in the materials and consumer staples sectors are slightly underweight to the Index. More generally, we continue to focus on our disciplined investment process, investing in reasonably valued companies we believe are well positioned to benefit from the major technological shifts that are transforming the economic landscape.

October 15, 2021

1 DUE TO RECENT MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE DIFFERENT THAN THE FIGURES SHOWN. Investors should note that the fund’s short-term performance is highly unusual, in part due to unusually favorable market conditions, and is unlikely to be repeated or consistently achieved in the future. Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.

2 Source: Lipper Inc. — The Russell 2500 Growth Index measures the performance of the small- to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500 companies with higher growth earning potential as defined by Russell’s leading style methodology. The Russell 2500 Growth Index is constructed to provide a comprehensive and unbiased barometer of the small- to mid-cap growth market. The index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small- to mid-cap opportunity set, and that the represented companies continue to reflect growth characteristics. Investors cannot invest directly in any index.

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

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

Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and 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.

Small and midsized companies carry additional risks because their earnings and revenues tend to be less predictable, and their share prices more volatile, than those of larger, more established companies.

4

 

FUND PERFORMANCE (Unaudited)

Comparison of change in value of a $10,000 investment in Class A shares, Class C shares, Class I shares and Class Z shares of BNY Mellon Small/Mid Cap Growth Fund with a hypothetical investment of $10,000 in the Russell 2500™ Growth Index (the “Index”)

 Source: Lipper Inc.

†† The total return figures presented for Class Z shares of the fund reflect the performance of the fund’s Class I shares for the period prior to 1/19/18 (the inception date for Class Z shares).

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, Class I shares, and Class Z shares of BNY Mellon Small/Mid Cap Growth Fund on 9/30/11 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, Class I shares, and Class Z shares. The Index measures the performance of the small- to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500 companies with higher growth earning potential as defined by Russell’s leading style methodology. The Russell 2500Growth Index is constructed to provide a comprehensive and unbiased barometer of the small- to mid-cap growth market. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small- to mid-cap opportunity set and that the represented companies continue to reflect growth characteristics. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. These factors can contribute to the Index potentially outperforming the fund. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

5

 

FUND PERFORMANCE (Unaudited) (continued)

Comparison of change in value of a $1,000,000 investment in Class Y shares of BNY Mellon Small/Mid Cap Growth Fund with a hypothetical investment of $1,000,000 in the Russell 2500™ Growth Index (the “Index”)

 Source: Lipper Inc.

†† The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class I shares for the period prior to 7/1/13 (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 Small/Mid Cap Growth Fund on 9/30/11 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 other applicable fees and expenses on Class Y shares. The Index measures the performance of the small- to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500 companies with higher growth earning potential as defined by Russell’s leading style methodology. The Russell 2500 Growth Index is constructed to provide a comprehensive and unbiased barometer of the small- to mid-cap growth market. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small- to mid-cap opportunity set and that the represented companies continue to reflect growth characteristics. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. These factors can contribute to the Index potentially outperforming the fund. 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.

6

 

     

Average Annual Total Returns as of 9/30/2021

 

Inception
Date

1 Year

5 Years

10 Years

Class A shares

    

with maximum sales charge (5.75%)

3/31/09

15.55%

22.57%

18.71%

without sales charge

3/31/09

22.59%

24.03%

19.42%

Class C shares

    

with applicable redemption charge

3/31/09

20.68%

23.09%

18.47%

without redemption

3/31/09

21.68%

23.09%

18.47%

Class I shares

1/1/88

22.90%

24.35%

19.72%

Class Y shares

7/1/13

22.98%

24.46%

19.81%††

Class Z shares

1/19/18

22.79%

24.29%††

19.69%††

Russell 2500™ Growth Index

 

31.98%

18.21%

17.20%

 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 7/1/13 (the inception date for Class Y shares).

The total return performance figures presented for Class Z shares of the fund reflect the performance of the fund’s Class I shares for the period prior to 1/19/18 (the inception date for Class Z 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.

7

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Small/Mid Cap Growth Fund from April 1, 2021 to September 30, 2021. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

        

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

Class Z

 

Expenses paid per $1,000

$4.85

$8.82

$3.58

$3.22

$3.88

 

Ending value (after expenses)

$1,036.60

$1,032.80

$1,037.80

$1,038.50

$1,037.60

 

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

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (“SEC”) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

        

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

Class Z

 

Expenses paid per $1,000

$4.81

$8.74

$3.55

$3.19

$3.85

 

Ending value (after expenses)

$1,020.31

$1,016.39

$1,021.56

$1,021.91

$1,021.26

 

Expenses are equal to the fund’s annualized expense ratio of .95% for Class A, 1.73% for Class C, .70% for Class I, .63% for Class Y and .76% for Class Z, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

 

8

 

STATEMENT OF INVESTMENTS

September 30, 2021

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.7%

     

Capital Goods - 8.4%

     

AerCap Holdings

   

335,799

a 

19,412,540

 

APi Group

   

1,494,935

a,b 

30,421,927

 

Armstrong World Industries

   

437,850

 

41,801,540

 

Array Technologies

   

1,836,156

a,c 

34,005,609

 

Astra Space

   

1,181,063

a,c 

10,263,437

 

Colfax

   

429,992

a,c 

19,736,633

 

Curtiss-Wright

   

236,563

 

29,849,519

 

Graco

   

435,963

 

30,504,331

 

Kornit Digital

   

297,780

a 

43,100,677

 

Masco

   

657,393

 

36,518,181

 

Mercury Systems

   

768,673

a 

36,450,474

 

Rexnord

   

590,170

 

37,942,029

 

Ribbit LEAP

   

273,588

a 

2,861,730

 

SiteOne Landscape Supply

   

125,830

a,c 

25,099,310

 

The AZEK Company

   

672,113

a 

24,552,288

 
    

422,520,225

 

Commercial & Professional Services - 3.4%

     

CACI International, Cl. A

   

193,807

a 

50,796,815

 

Clarivate

   

2,515,544

a,c 

55,090,414

 

CoStar Group

   

429,272

a 

36,943,148

 

FTI Consulting

   

199,229

a 

26,836,146

 
    

169,666,523

 

Consumer Durables & Apparel - 4.2%

     

Callaway Golf

   

1,008,462

a,c 

27,863,805

 

Lululemon Athletica

   

181,488

a 

73,448,194

 

Peloton Interactive, Cl. A

   

1,271,858

a 

110,715,239

 
    

212,027,238

 

Consumer Services - 8.5%

     

Aramark

   

582,793

 

19,150,578

 

Chegg

   

291,500

a,c 

19,827,830

 

DraftKings, Cl. A

   

1,002,319

a,c 

48,271,683

 

Dutch Bros, CI. A

   

302,892

a 

13,121,281

 

Expedia Group

   

710,820

a 

116,503,398

 

Membership Collective Group, Cl. A

   

2,306,945

a 

28,698,396

 

Norwegian Cruise Line Holdings

   

1,195,268

a,c 

31,925,608

 

OneSpaWorld Holdings

   

717,751

a,c 

7,155,977

 

Planet Fitness, Cl. A

   

1,795,837

a 

141,062,996

 
    

425,717,747

 

Diversified Financials - 2.8%

     

Ares Management, Cl. A

   

747,674

 

55,200,771

 

Morningstar

   

189,140

 

48,992,934

 

9

 

STATEMENT OF INVESTMENTS (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.7% (continued)

     

Diversified Financials - 2.8% (continued)

     

Tradeweb Markets, Cl. A

   

430,301

 

34,759,715

 
    

138,953,420

 

Energy - 2.4%

     

Cactus, Cl. A

   

1,506,773

 

56,835,478

 

EQT

   

3,213,296

a 

65,744,036

 
    

122,579,514

 

Food & Staples Retailing - .6%

     

Grocery Outlet Holding

   

1,410,488

a,c 

 30,424,226

 

Health Care Equipment & Services - 10.0%

     

1Life Healthcare

   

2,981,635

a 

60,378,109

 

ABIOMED

   

237,249

a 

77,229,295

 

Align Technology

   

162,513

a 

108,141,026

 

DexCom

   

211,444

a 

115,630,266

 

Insulet

   

176,273

a 

50,102,075

 

Nevro

   

172,360

a 

20,059,257

 

Oak Street Health

   

20,393

a,c 

867,314

 

Outset Medical

   

190,292

a,c 

9,408,036

 

Privia Health Group

   

558,842

a,c 

13,166,318

 

Teladoc Health

   

257,940

a,c 

32,709,371

 

Teleflex

   

38,981

 

14,678,296

 
    

502,369,363

 

Insurance - 1.5%

     

Markel

   

24,260

a 

28,993,854

 

Palomar Holdings

   

298,911

a 

24,160,976

 

Reinsurance Group of America

   

208,699

 

23,219,851

 
    

76,374,681

 

Materials - 1.2%

     

Alamos Gold, Cl. A

   

2,203,146

 

15,862,651

 

Constellium

   

2,359,311

a 

44,307,861

 
    

60,170,512

 

Media & Entertainment - 2.2%

     

Cardlytics

   

302,857

a,c 

25,421,817

 

Liberty Media Corp-Liberty Formula One, Cl. C

   

903,082

a 

46,427,446

 

Live Nation Entertainment

   

452,501

a,c 

41,236,416

 
    

113,085,679

 

Pharmaceuticals Biotechnology & Life Sciences - 16.7%

     

10X Genomics, CI. A

   

312,774

a 

45,533,639

 

Acceleron Pharma

   

243,082

a 

41,834,412

 

Adaptive Biotechnologies

   

456,722

a 

15,523,981

 

Arena Pharmaceuticals

   

293,044

a 

17,450,770

 

Ascendis Pharma, ADR

   

197,410

a 

31,465,180

 

Biohaven Pharmaceutical Holding

   

673,348

a 

93,534,771

 

10

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.7% (continued)

     

Pharmaceuticals Biotechnology & Life Sciences - 16.7% (continued)

     

Bio-Techne

   

101,947

 

49,400,458

 

Blueprint Medicines

   

329,417

a 

33,867,362

 

Horizon Therapeutics

   

1,061,272

a,c 

116,251,735

 

Iovance Biotherapeutics

   

907,406

a 

22,376,632

 

Kymera Therapeutics

   

287,657

a 

16,896,972

 

Natera

   

343,109

a 

38,236,067

 

Neurocrine Biosciences

   

461,801

a 

44,291,334

 

PTC Therapeutics

   

608,529

a 

22,643,364

 

Repligen

   

190,684

a 

55,105,769

 

Sarepta Therapeutics

   

989,109

a 

91,472,800

 

Twist Bioscience

   

365,928

a 

39,143,318

 

Ultragenyx Pharmaceutical

   

379,585

a 

34,234,771

 

uniQure

   

346,986

a,c 

11,107,022

 

Zogenix

   

1,283,422

a 

19,495,180

 
    

839,865,537

 

Real Estate - 2.0%

     

Americold Realty Trust

   

881,705

d 

25,613,530

 

Redfin

   

1,541,888

a,c 

77,248,589

 
    

102,862,119

 

Retailing - 2.7%

     

Farfetch, Cl. A

   

940,554

a 

35,251,964

 

National Vision Holdings

   

1,295,261

a,c 

73,531,967

 

Ollie's Bargain Outlet Holdings

   

438,158

a,c 

26,412,164

 
    

135,196,095

 

Semiconductors & Semiconductor Equipment - 2.7%

     

Power Integrations

   

618,137

 

61,189,382

 

Semtech

   

967,936

a 

75,469,970

 
    

136,659,352

 

Software & Services - 20.3%

     

Affirm Holdings

   

402,473

a,c 

47,946,609

 

Bill.com Holdings

   

286,936

a,c 

76,597,565

 

DocuSign

   

159,184

a 

40,978,737

 

Euronet Worldwide

   

496,837

a 

63,237,413

 

Everbridge

   

483,660

a,c 

73,052,006

 

HubSpot

   

234,675

a 

158,661,421

 

Medallia

   

1,525,920

a 

51,682,910

 

nCino

   

417,261

a,c 

29,638,049

 

Rapid7

   

1,008,324

a,c 

113,960,779

 

Shift4 Payments, Cl. A

   

586,121

a,c 

45,436,100

 

Splunk

   

356,217

a 

51,548,162

 

Square, Cl. A

   

378,417

a,c 

90,759,533

 

Twilio, Cl. A

   

368,295

a 

117,504,520

 

11

 

STATEMENT OF INVESTMENTS (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.7% (continued)

     

Software & Services - 20.3% (continued)

     

Zendesk

   

503,562

a,c 

58,609,581

 
    

1,019,613,385

 

Technology Hardware & Equipment - 3.7%

     

Calix

   

673,246

a 

33,278,550

 

Cognex

   

260,652

 

20,909,503

 

Lumentum Holdings

   

653,823

a,c 

54,620,373

 

nLight

   

787,684

a 

22,204,812

 

Trimble

   

329,486

a 

27,100,224

 

Zebra Technologies, Cl. A

   

49,481

a 

25,503,497

 
    

183,616,959

 

Telecommunication Services - 1.0%

     

Bandwidth, Cl. A

   

580,391

a,c 

 52,397,699

 

Transportation - 3.4%

     

Lyft, Cl. A

   

3,193,491

a 

 171,139,183

 

Total Common Stocks (cost $3,277,464,015)

   

4,915,239,457

 
        

Exchange-Traded Funds - .5%

     

Registered Investment Companies - .5%

     

iShares Russell 2000 Growth ETF
(cost $11,852,287)

   

81,919

c 

 24,050,599

 
  

1-Day
Yield (%)

     

Investment Companies - 2.0%

     

Registered Investment Companies - 2.0%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares
(cost $100,341,826)

 

0.06

 

100,341,826

e 

 100,341,826

 

12

 

        
 

Description

 

1-Day
Yield (%)

 

Shares

 

Value ($)

 

Investment of Cash Collateral for Securities Loaned - 1.1%

     

Registered Investment Companies - 1.1%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares
(cost $58,981,699)

 

0.02

 

58,981,699

e 

 58,981,699

 

Total Investments (cost $3,448,639,827)

 

101.3%

 

5,098,613,581

 

Liabilities, Less Cash and Receivables

 

(1.3%)

 

(66,999,796)

 

Net Assets

 

100.0%

 

5,031,613,785

 

ADR—American Depository Receipt

ETF—Exchange-Traded Fund

a Non-income producing security.

b Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2021, these securities were valued at $30,421,927 or .6% of net assets.

c Security, or portion thereof, on loan. At September 30, 2021, the value of the fund’s securities on loan was $624,508,740 and the value of the collateral was $639,413,322, consisting of cash collateral of $58,981,699 and U.S. Government & Agency securities valued at $580,431,623.

d Investment in real estate investment trust within the United States.

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

26.7

Information Technology

26.6

Consumer Discretionary

15.4

Industrials

15.1

Financials

4.3

Investment Companies

3.6

Communication Services

3.3

Energy

2.4

Real Estate

2.0

Materials

1.2

Consumer Staples

.6

Diversified

.1

 

101.3

 Based on net assets.

See notes to financial statements.

13

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS

       

Investment Companies

Value
9/30/20($)

Purchases($)

Sales ($)

Value
9/30/21($)

Net
Assets(%)

Dividends/
Distributions($)

Registered Investment Companies;

    

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

21,664,248

1,594,302,674

(1,515,625,096)

100,341,826

2.0

78,515

Investment of Cash Collateral for Securities Loaned;††

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

105,376,347

337,020,448

(442,396,795)

-

-

124,404†††

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares

-

1,025,868,790

(966,887,091)

58,981,699

1.1

2,025,293†††

Total

127,040,595

2,957,191,912

(2,924,908,982)

159,323,525

3.1

2,228,212

 Includes reinvested dividends/distributions.

†† Effective November 9, 2020, cash collateral for securities lending was transferred from Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares to Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares.

††† Represents securities lending income earned from 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.

14

 

STATEMENT OF ASSETS AND LIABILITIES

September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $624,508,740)—Note 1(c):

 

 

 

Unaffiliated issuers

3,289,316,302

 

4,939,290,056

 

Affiliated issuers

 

159,323,525

 

159,323,525

 

Cash

 

 

 

 

222,651

 

Receivable for shares of Beneficial Interest subscribed

 

13,115,807

 

Dividends and securities lending income receivable

 

403,576

 

Prepaid expenses

 

 

 

 

140,600

 

 

 

 

 

 

5,112,496,215

 

Liabilities ($):

 

 

 

 

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

 

2,913,568

 

Liability for securities on loan—Note 1(c)

 

58,981,699

 

Payable for investment securities purchased

 

10,668,852

 

Payable for shares of Beneficial Interest redeemed

 

7,714,226

 

Trustees’ fees and expenses payable

 

16,666

 

Other accrued expenses

 

 

 

 

587,419

 

 

 

 

 

 

80,882,430

 

Net Assets ($)

 

 

5,031,613,785

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

2,998,836,160

 

Total distributable earnings (loss)

 

 

 

 

2,032,777,625

 

Net Assets ($)

 

 

5,031,613,785

 

       

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

Class Z

 

Net Assets ($)

729,671,920

105,685,670

3,541,042,960

472,711,206

182,502,029

 

Shares Outstanding

19,646,606

3,359,532

90,860,925

12,017,150

4,696,003

 

Net Asset Value Per Share ($)

37.14

31.46

38.97

39.34

38.86

 

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

 

15

 

STATEMENT OF OPERATIONS

Year Ended September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $31,008 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

6,457,159

 

Affiliated issuers

 

 

78,515

 

Income from securities lending—Note 1(c)

 

 

2,149,697

 

Total Income

 

 

8,685,371

 

Expenses:

 

 

 

 

Investment advisory fee—Note 3(a)

 

 

28,814,026

 

Shareholder servicing costs—Note 3(c)

 

 

5,056,917

 

Distribution fees—Note 3(b)

 

 

1,002,966

 

Trustees’ fees and expenses—Note 3(d)

 

 

393,291

 

Registration fees

 

 

297,590

 

Prospectus and shareholders’ reports

 

 

219,068

 

Administration fee—Note 3(a)

 

 

207,300

 

Professional fees

 

 

130,068

 

Loan commitment fees—Note 2

 

 

126,657

 

Custodian fees—Note 3(c)

 

 

86,247

 

Chief Compliance Officer fees—Note 3(c)

 

 

14,069

 

Interest expense—Note 2

 

 

982

 

Miscellaneous

 

 

142,624

 

Total Expenses

 

 

36,491,805

 

Investment (Loss)—Net

 

 

(27,806,434)

 

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

 

 

Net realized gain (loss) on investments

501,490,949

 

Net change in unrealized appreciation (depreciation) on investments

337,249,219

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

838,740,168

 

Net Increase in Net Assets Resulting from Operations

 

810,933,734

 

 

 

 

 

 

 

 

See notes to financial statements.

     

16

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2021

 

2020

 

Operations ($):

 

 

 

 

 

 

 

 

Investment (loss)—net

 

 

(27,806,434)

 

 

 

(12,125,862)

 

Net realized gain (loss) on investments

 

501,490,949

 

 

 

397,123,301

 

Net change in unrealized appreciation
(depreciation) on investments

 

337,249,219

 

 

 

772,083,078

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

810,933,734

 

 

 

1,157,080,517

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Class A

 

 

(51,073,262)

 

 

 

-

 

Class C

 

 

(9,451,282)

 

 

 

-

 

Class I

 

 

(230,046,227)

 

 

 

-

 

Class Y

 

 

(30,298,600)

 

 

 

-

 

Class Z

 

 

(14,141,108)

 

 

 

-

 

Total Distributions

 

 

(335,010,479)

 

 

 

-

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

278,465,017

 

 

 

117,773,547

 

Class C

 

 

35,369,461

 

 

 

18,557,850

 

Class I

 

 

1,517,638,785

 

 

 

871,515,029

 

Class Y

 

 

193,785,400

 

 

 

66,552,781

 

Class Z

 

 

2,227,331

 

 

 

1,644,317

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

47,675,490

 

 

 

-

 

Class C

 

 

8,993,788

 

 

 

-

 

Class I

 

 

221,085,492

 

 

 

-

 

Class Y

 

 

29,697,863

 

 

 

-

 

Class Z

 

 

13,203,544

 

 

 

-

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(187,065,891)

 

 

 

(101,136,817)

 

Class C

 

 

(33,657,136)

 

 

 

(21,492,449)

 

Class I

 

 

(989,548,153)

 

 

 

(477,845,957)

 

Class Y

 

 

(126,899,189)

 

 

 

(67,100,042)

 

Class Z

 

 

(13,029,207)

 

 

 

(11,395,960)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

997,942,595

 

 

 

397,072,299

 

Total Increase (Decrease) in Net Assets

1,473,865,850

 

 

 

1,554,152,816

 

Net Assets ($):

 

Beginning of Period

 

 

3,557,747,935

 

 

 

2,003,595,119

 

End of Period

 

 

5,031,613,785

 

 

 

3,557,747,935

 

17

 

STATEMENT OF CHANGES IN NET ASSETS (continued)

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2021

 

2020

 

Capital Share Transactions (Shares):

 

Class Aa,b

 

 

 

 

 

 

 

 

Shares sold

 

 

7,509,949

 

 

 

4,251,878

 

Shares issued for distributions reinvested

 

 

1,373,142

 

 

 

-

 

Shares redeemed

 

 

(5,061,741)

 

 

 

(4,012,789)

 

Net Increase (Decrease) in Shares Outstanding

3,821,350

 

 

 

239,089

 

Class Ca,b

 

 

 

 

 

 

 

 

Shares sold

 

 

1,115,644

 

 

 

788,775

 

Shares issued for distributions reinvested

 

 

303,844

 

 

 

-

 

Shares redeemed

 

 

(1,050,851)

 

 

 

(982,762)

 

Net Increase (Decrease) in Shares Outstanding

368,637

 

 

 

(193,987)

 

Class Ib

 

 

 

 

 

 

 

 

Shares sold

 

 

38,887,093

 

 

 

30,816,864

 

Shares issued for distributions reinvested

 

 

6,080,459

 

 

 

-

 

Shares redeemed

 

 

(25,652,617)

 

 

 

(18,282,340)

 

Net Increase (Decrease) in Shares Outstanding

19,314,935

 

 

 

12,534,524

 

Class Yb

 

 

 

 

 

 

 

 

Shares sold

 

 

4,921,622

 

 

 

2,350,552

 

Shares issued for distributions reinvested

 

 

809,647

 

 

 

-

 

Shares redeemed

 

 

(3,254,176)

 

 

 

(2,460,347)

 

Net Increase (Decrease) in Shares Outstanding

2,477,093

 

 

 

(109,795)

 

Class Zb

 

 

 

 

 

 

 

 

Shares sold

 

 

57,522

 

 

 

64,484

 

Shares issued for distributions reinvested

 

 

363,935

 

 

 

-

 

Shares redeemed

 

 

(337,080)

 

 

 

(413,141)

 

Net Increase (Decrease) in Shares Outstanding

84,377

 

 

 

(348,657)

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended September 30, 2021, 2,763 Class C shares representing $91,766 were automatically converted to 2,350 Class A shares and during the period ended September 30, 2020, 291 Class C shares representing $5,676 were automatically converted to 253 Class A shares.

 

b

During the period ended September 30, 2021, 22,441 Class I shares representing $870,794 were exchanged for 23,536 Class A shares, 2,914 Class C shares representing $93,706 were exchanged for 2,354 Class I shares and 5,261 Class Y shares representing $203,447 were exchanged for 5,309 Class I shares. During the period ended September 30, 2020, 144 Class A shares representing $3,288 were exchanged for 139 Class I shares, 366 Class C shares representing $8,292 were exchanged for 306 Class I shares, 12,657 Class Y shares representing $364,276 were exchanged for 12,755 Class I shares and 229 Class Z shares representing $6,909 were exchanged for 238 Class A shares.

 

See notes to financial statements.

        

18

 

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.

        
  
   
  

Year Ended September 30,

Class A Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

32.98

21.08

24.00

19.87

16.66

Investment Operations:

      

Investment (loss)—neta

 

(.29)

(.17)

(.12)

(.11)

(.04)

Net realized and unrealized
gain (loss) on investments

 

7.54

12.07

(1.23)

6.05

3.63

Total from Investment Operations

 

7.25

11.90

(1.35)

5.94

3.59

Distributions:

      

Dividends from net realized
gain on investments

 

(3.09)

-

(1.57)

(1.81)

(.38)

Net asset value, end of period

 

37.14

32.98

21.08

24.00

19.87

Total Return (%)b

 

22.59

56.50

(5.17)

32.33

21.95

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

.95

.96

.98

1.00

1.04

Ratio of net expenses
to average net assets

 

.95

.96

.98

1.00

1.03

Ratio of net investment (loss)
to average net assets

 

(.77)

(.65)

(.58)

(.53)

(.20)

Portfolio Turnover Rate

 

37.29

55.49

49.35

56.70

67.52

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

 

729,672

521,990

328,595

339,848

225,374

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

19

 

FINANCIAL HIGHLIGHTS (continued)

        
  
   
  

Year Ended September 30,

Class C Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

28.55

18.39

21.31

17.96

15.20

Investment Operations:

      

Investment (loss)—neta

 

(.49)

(.32)

(.25)

(.24)

(.16)

Net realized and unrealized
gain (loss) on investments

 

6.49

10.48

(1.10)

5.40

3.30

Total from Investment Operations

 

6.00

10.16

(1.35)

5.16

3.14

Distributions:

      

Dividends from net realized
gain on investments

 

(3.09)

-

(1.57)

(1.81)

(.38)

Net asset value, end of period

 

31.46

28.55

18.39

21.31

17.96

Total Return (%)b

 

21.68

55.25

(5.88)

31.34

21.00

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.72

1.73

1.74

1.73

1.79

Ratio of net expenses
to average net assets

 

1.72

1.73

1.74

1.73

1.79

Ratio of net investment (loss)
to average net assets

 

(1.54)

(1.42)

(1.34)

(1.27)

(.97)

Portfolio Turnover Rate

 

37.29

55.49

49.35

56.70

67.52

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

 

105,686

85,398

58,574

62,107

37,725

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

20

 

        
  
   
  

Year Ended September 30,

Class I Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

34.40

21.94

24.85

20.46

17.09

Investment Operations:

      

Investment income (loss)—neta

 

(.20)

(.12)

(.08)

(.07)

.02

Net realized and unrealized
gain (loss) on investments

 

7.86

12.58

(1.26)

6.27

3.73

Total from Investment Operations

 

7.66

12.46

(1.34)

6.20

3.75

Distributions:

      

Dividends from net realized
gain on investments

 

(3.09)

-

(1.57)

(1.81)

(.38)

Net asset value, end of period

 

38.97

34.40

21.94

24.85

20.46

Total Return (%)

 

22.90

56.79

(4.95)

32.69

22.34

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

.70

.73

.74

.74

.75

Ratio of net expenses
to average net assets

 

.70

.73

.74

.74

.75

Ratio of net investment income
(loss) to average net assets

 

(.52)

(.42)

(.35)

(.29)

.10

Portfolio Turnover Rate

 

37.29

55.49

49.35

56.70

67.52

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

 

3,541,043

2,461,228

1,294,518

1,207,703

497,604

a Based on average shares outstanding.

See notes to financial statements.

21

 

FINANCIAL HIGHLIGHTS (continued)

         
  
    
  

Year Ended September 30,

Class Y Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

34.67

22.09

24.99

20.55

17.15

Investment Operations:

      

Investment income (loss)—neta

 

(.18)

(.09)

(.06)

(.03)

.01

Net realized and unrealized
gain (loss) on investments

 

7.94

12.67

(1.27)

6.28

3.77

Total from Investment Operations

 

7.76

12.58

(1.33)

6.25

3.78

Distributions:

      

Dividends from net realized
gain on investments

 

(3.09)

-

(1.57)

(1.81)

(.38)

Net asset value, end of period

 

39.34

34.67

22.09

24.99

20.55

Total Return (%)

 

22.98

56.99

(4.87)

32.79

22.44

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

.63

.64

.64

.65

.68

Ratio of net expenses
to average net assets

 

.63

.64

.64

.65

.68

Ratio of net investment income
(loss) to average net assets

 

(.45)

(.33)

(.25)

(.16)

.05

Portfolio Turnover Rate

 

37.29

55.49

49.35

56.70

67.52

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

 

472,711

330,796

213,183

221,008

420,380

a Based on average shares outstanding.

See notes to financial statements.

22

 

         
  
    
  

Year Ended September 30,

Class Z Shares

  

2021

2020

2019

2018a

Per Share Data ($):

      

Net asset value, beginning of period

  

34.33

21.92

24.83

20.86

Investment Operations:

      

Investment (loss)—netb

  

(.23)

(.14)

(.08)

(.07)

Net realized and unrealized
gain (loss) on investments

  

7.85

12.55

(1.26)

4.04

Total from Investment Operations

  

7.62

12.41

(1.34)

3.97

Distributions:

      

Dividends from net realized
gain on investments

  

(3.09)

-

(1.57)

-

Net asset value, end of period

  

38.86

34.33

21.92

24.83

Total Return (%)

  

22.79

56.66

(4.95)

19.03c

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

  

.77

.84

.76

.84d

Ratio of net expenses
to average net assets

  

.77

.84

.76

.84d

Ratio of net investment (loss)
to average net assets

  

(.59)

(.52)

(.36)

(.42)d

Portfolio Turnover Rate

  

37.29

55.49

49.35

56.70c

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

  

182,502

158,335

108,725

123,486

a From January 19, 2018, (commencement of initial offering) to September 30, 2018.

b Based on average shares outstanding.

c Not annualized.

d Annualized.

See notes to financial statements.

23

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Small/Mid Cap Growth Fund (the “fund”) is a separate diversified series of BNY Mellon Investment Funds I (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering seven series, including the fund. The fund’s investment objective is to seek long-term growth of capital. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Prior to September 1, 2021, Mellon Investments Corporation (“Mellon”), a wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, served as the fund’s sub-investment adviser. Effective September 1, 2021 (the “Effective Date”), 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-investment adviser. As the fund’s sub-investment adviser, the Sub-Adviser provides the day-to-day management of the fund’s investments, subject to the Adviser’s supervision and approval. As was the case under the sub-investment advisory agreement between the Adviser and Mellon, the Adviser (and not the fund) pays the Sub-Adviser for its sub-investment advisory services. The rate of sub-investment advisory fee payable by the Adviser to the Sub-Adviser is the same as was paid by the Adviser to Mellon pursuant to the respective sub-investment advisory agreements. As of the Effective Date, portfolio managers responsible for managing the fund’s investments as employees of Mellon became employees of the Sub-Adviser and are no longer employees of Mellon.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Class A, Class C, Class I, Class Y and Class Z. Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a

24

 

sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The Trust enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.

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

25

 

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

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

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 ADR and

26

 

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

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Trust’s Board of Trustees (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.

For 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 September 30, 2021 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

4,915,239,457

-

 

-

4,915,239,457

 

Exchange-Traded Funds

24,050,599

-

 

-

24,050,599

 

Investment Companies

159,323,525

-

 

-

159,323,525

 

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

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

27

 

NOTES TO FINANCIAL STATEMENTS (continued)

taxes payable or deferred or those subject to reclaims as of September 30, 2021, 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 The Bank of New York 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, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended September 30, 2021, The Bank of New York Mellon earned $292,716 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

28

 

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

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

As of and during the period ended September 30, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended September 30, 2021, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended September 30, 2021 remains subject to examination by the Internal Revenue Service and state taxing authorities.

29

 

NOTES TO FINANCIAL STATEMENTS (continued)

At September 30, 2021, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $92,162,603, undistributed capital gains $314,198,940 and unrealized appreciation $1,626,416,082.

The tax character of distributions paid to shareholders during the fiscal periods ended September 30, 2021 and September 30, 2020 were as follows: long-term capital gains $335,010,479 and $0, respectively.

During the period ended September 30, 2021, 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 $58,907,786 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 The Bank of New York Mellon (the “BNYM Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $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 September 30, 2021 was approximately $80,000 with a related weighted average annualized interest rate of 1.23%.

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

(a) Pursuant to an investment advisory agreement with the Adviser, the investment advisory fee is computed at the annual rate of .60% of the value of the fund’s average daily net assets and is payable monthly.

Prior to September 1, 2021, Mellon served as the fund’s sub-investment adviser and, as of September 1, 2021, the Sub-Adviser serves as the fund’s

30

 

sub-investment adviser responsible for the day-to-day management of a portion of the fund’s portfolio. Pursuant to separate sub-investment advisory agreements between the Adviser and Mellon and the Advisor and the Sub-Adviser, the Adviser previously paid Mellon and currently pays the Sub-Adviser a monthly fee at an annual percentage of the value of the fund’s average daily net assets. The Adviser has obtained an exemptive order from the SEC (the “Order”), upon which the fund may rely, to use a manager of managers approach that permits the Adviser, subject to certain conditions and approval by the Board, to enter into and materially amend sub-investment advisory agreements with one or more sub-investment advisers who are either unaffiliated with the Adviser or are wholly-owned subsidiaries (as defined under the Act) of the Adviser’s ultimate parent company, BNY Mellon, without obtaining shareholder approval. The Order also allows the fund to disclose the sub-investment advisory fee paid by the Adviser to any unaffiliated sub-investment adviser in the aggregate with other unaffiliated sub-investment advisers in documents filed with the SEC and provided to shareholders. In addition, pursuant to the Order, it is not necessary to disclose the sub-investment advisory fee payable by the Adviser separately to a sub-investment adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to the Adviser. The Adviser has ultimate responsibility (subject to oversight by the Board) to supervise any sub-investment adviser and recommend the hiring, termination, and replacement of any sub-investment adviser to the Board.

The fund has a Fund Accounting and Administrative Services Agreement (the “Administration Agreement”) with the Adviser, whereby the Adviser performs administrative, accounting and recordkeeping services for the fund. The fund has agreed to compensate the Adviser for providing accounting and recordkeeping services, administration, compliance monitoring, regulatory and shareholder reporting, as well as related facilities, equipment and clerical help. The fee is based on the fund’s average daily net assets and computed at the following annual rates: .06% of the first $500 million, .04% of the next $500 million and .02% in excess of $1 billion.

In addition, after applying any expense limitations or fee waivers that reduce the fees paid to the Adviser for this service, the Adviser has contractually agreed in writing to waive any remaining fees for this service to the extent that they exceed both the Adviser’s costs in providing these services and a reasonable allocation of the costs incurred by the Adviser and its affiliates related to the support and oversight of these services. The fund also reimburses the Adviser for the out-of-pocket expenses incurred

31

 

NOTES TO FINANCIAL STATEMENTS (continued)

in performing this service for the fund. Pursuant to the Administration Agreement, the fund was charged $207,300 during the period ended September 30, 2021.

During the period ended September 30, 2021, the Distributor retained $83,111 from commissions earned on sales of the fund’s Class A shares and $9,124 and $16,764 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 September 30, 2021, Class C shares were charged $788,874 pursuant to the Distribution Plan.

Under the Service Plan adopted pursuant to Rule 12b-1 under the Act, Class Z shares reimburse the Distributor for distributing its shares and servicing shareholder accounts at an amount not to exceed an annual rate of up to .25% of the value of the average daily net assets of Class Z shares. During the period ended September 30, 2021, Class Z shares were charged $214,092 pursuant to the Service Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may 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 September 30, 2021, Class A and Class C shares were charged $1,792,302 and $262,958, respectively, pursuant to the Shareholder Services Plan.

Under its terms, the Distribution Plan and Shareholder Services Plan shall remain in effect from year to year, provided such continuance is approved annually by a vote of a majority of those Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the operation of or in any agreement related to the Distribution Plan or Shareholder Services Plan.

32

 

The fund has an arrangement with the transfer agent whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency fees. 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 custodian 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 BNY Mellon Transfer, Inc., a wholly-owned subsidiary of the Adviser, 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 agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended September 30, 2021, the fund was charged $136,820 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 Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended September 30, 2021, the fund was charged $86,247 pursuant to the custody agreement.

During the period ended September 30, 2021, the fund was charged $14,069 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: investment advisory fees of $2,578,105, administration fees of $17,038, Distribution Plan fees of $86,323, Shareholder Services Plan fees of $178,880, custodian fees of $24,424, Chief Compliance Officer fees of $3,538 and transfer agency fees of $25,260.

(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.

33

 

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended September 30, 2021, amounted to $2,288,237,406 and $1,719,830,284, respectively.

At September 30, 2021, the cost of investments for federal income tax purposes was $3,472,197,499; accordingly, accumulated net unrealized appreciation on investments was $1,626,416,082, consisting of $1,826,938,299 gross unrealized appreciation and $200,522,217 gross unrealized depreciation.

NOTE 5—Plan of Reorganization:

At a meeting on April 29, 2021, the Board of Trustees of the Trust approved an Agreement and Plan of Reorganization (the “Agreement”) between the Trust, on behalf of the fund, and BNY Mellon Advantage Funds, Inc. (the “Company”), on behalf of BNY Mellon Structured Midcap Fund (the “Acquired Fund”). The Agreement provided for the acquisition of all of the assets of the Acquired Fund by the fund, in exchange solely for Class A, Class C, Class I and Class Y shares of the fund having an aggregate net asset value equal to the value of the Acquired Fund's net assets and the assumption of the stated liabilities of the Acquired Fund by the fund. Shares of the relevant class of the fund were then distributed pro rata to the former shareholders of the Acquired Fund based on the relative net asset value per share of the Acquired Fund shares held by them compared to the net asset value per share of the corresponding class of shares of the fund. The Acquired Fund subsequently ceased operations and was terminated as a series of the Acquired Company (the “Reorganization”). On August 23, 2021, the Reorganization was approved by shareholders of the Acquired Fund and the Reorganization was consummated on November 5, 2021.

As of November 5, 2021, the Adviser contractually agreed, until one year after the Reorganization was consummated (i.e., November 5, 2022), to waive receipt of its fees and/or assume the direct expenses of the fund so that the direct expenses of the fund’s Class A shares (excluding taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 0.93%. After November 5, 2022, the Adviser may terminate this expense limitation agreement at any time.

34

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of the fund and Board of Trustees of
BNY Mellon Investment Funds I:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Small/Mid Cap Growth Fund (the “Fund”), a series of BNY Mellon Investment Funds I, including the statement of investments, as of September 30, 2021, and the statement of investments in affiliated issuers as of and for the year then ended, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements), and the financial highlights for each of the years or period in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or period in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights 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 and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. Such procedures also included confirmation of securities owned as of September 30, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures when replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more BNY Mellon Investment Adviser, Inc. investment companies since 1994.

New York, New York
November 22, 2021

35

 

IMPORTANT TAX INFORMATION (Unaudited)

The fund reports the maximum amount allowable but not less than $3.0865 per share as a capital gain dividend in accordance with Section 852(b)(3)(C) of the Internal Revenue Code paid on December 1, 2020.

36

 

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

At a meeting of the fund’s Board of Trustees held on April 29, 2021 (the “Meeting”), the Board discussed with representatives of the Adviser plans to realign Mellon Investments Corporation’s (“Mellon”) equities and multi-asset capabilities with Newton Investment Management North America, LLC (“Newton US”) (the “Firm Realignment”), with such realignment scheduled to occur, subject to regulatory requirements, in the third quarter of 2021 (the “Effective Date”). The Adviser noted that, as a result of the Firm Realignment, the portfolio managers who are currently responsible for managing the investments of the fund as employees of Mellon as a sub-investment adviser pursuant to a sub-investment advisory agreement with the Adviser (the “Current Sub-Advisory Agreement”), will become employees of Newton US as of the Effective Date. Consequently, the Adviser proposed to engage Newton US to serve as the fund’s sub-investment adviser, pursuant to a sub-investment advisory agreement between the Adviser and Newton US (the “New Sub-Advisory Agreement”), to be effective on the Effective Date. In addition, the Adviser proposed amending the fund’s current investment advisory agreement (the “Current Investment Advisory Agreement”) to reflect the engagement of Newton US as sub-investment adviser to the fund (as proposed to be amended, the “Amended Investment Advisory Agreement”), to be effective on the Effective Date.

At the Meeting, the Adviser recommended the approval of the New Sub-Advisory Agreement, pursuant to which Newton US would serve as sub-investment adviser to the fund, and the Amended Investment Advisory Agreement. The recommendation for the approval of the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement was based on the following considerations, among others: (i) approval of the New Sub-Advisory Agreement would permit the fund’s current portfolio managers to continue to be responsible for the day-to-day management of the fund’s portfolio after the Effective Date as employees of Newton US; (ii) there will be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund as a result of the proposed changes to the investment advisory arrangements; and (iii) the rate of the sub-investment advisory fee payable by the Adviser to Newton US under the New Sub-Advisory Agreement will be the same as that currently payable by the Adviser to Mellon under the Current Sub-Advisory Agreement and all material terms and conditions of the New Sub-Advisory Agreement are substantially identical to those of the Current Sub-Advisory Agreement, and the Adviser (and not the fund) will pay Newton US for its sub-investment advisory services. The Board also considered the fact that the Adviser stated that it believes there are no material changes to the information the Board had previously considered at a Board meeting on February 24-25, 2021 (the “15(c) Meeting”), at which the Board re-approved the Current Sub-Advisory Agreement and the Current Investment Advisory Agreement for the ensuing year, other than the information about the Firm Realignment and Newton US.

37

 

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

At the Meeting, the Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the fund (the “Independent Trustees”), considered and approved the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement. In determining whether to approve the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement, the Board considered the materials prepared by the Adviser received in advance of the Meeting and other information presented at the Meeting, which included: (i) a form of the New Sub-Advisory Agreement and a form of the Amended Investment Advisory Agreement; (ii) information regarding the Firm Realignment and how it is expected to enhance investment capabilities; (iii) information regarding Newton US; and (iv) an opinion of counsel that the proposed changes to the investment advisory arrangements would not result in an “assignment” of the Current Sub-Advisory Agreement or the Current Investment Advisory Agreement under the 1940 Act and the Investment Advisers Act of 1940, as amended, and, therefore, do not require the approval of fund shareholders. The Board also considered the substance of discussions with representatives of the Adviser at the Meeting and the 15(c) Meeting.

Nature, Extent and Quality of Services to be Provided. In examining the nature, extent and quality of the services that were expected to be provided by Newton US to the fund under the New Sub-Advisory Agreement, the Board considered: (i) Newton US’s organization, qualification and background, as well as the qualifications of its personnel; (ii) the expertise of the personnel providing portfolio management services, which would remain the same after the Effective Date; and (iii) the investment strategy for the fund, which would remain the same after the Effective Date. The Board also considered the review process undertaken by the Adviser and the Adviser’s favorable assessment of the nature and quality of the sub-investment advisory services expected to be provided to the fund by Newton US after the Effective Date. Based on their consideration and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by Newton US under the New Sub-Advisory Agreement, as well as Newton US’s ability to render such services based on its resources and the experience of the investment team, which will include the fund’s current portfolio managers, were adequate and appropriate for the fund in light of the fund’s investment objective, and supported a decision to approve the New Sub-Advisory Agreement. The Board also considered, as it related to the Amended Investment Advisory Agreement, that the nature, extent and quality of the services that are provided by the Adviser are expected to remain the same, including the Adviser’s extensive administrative, accounting and compliance infrastructures, as well as the Adviser’s supervisory activities over the fund’s portfolio management personnel.

Investment Performance. The Board had considered the fund’s investment performance and that of the investment team managing the fund’s portfolio at the 15(c) Meeting (including comparative data provided by Broadridge Financial Solutions, Inc.). The Board considered the performance and that the same investment professionals would continue to manage the fund’s assets after the Effective Date, as factors in evaluating the services to be provided by Newton US under the New Sub-Advisory Agreement after the Effective Date, and determined that these factors, when viewed

38

 

together with the other factors considered by the Board, supported a decision to approve the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement.

Costs of Services to be Provided and Profitability. The Board considered the proposed fee payable under the New Sub-Advisory Agreement (which was the same as that payable under the Current Sub-Advisory Agreement and had been considered at the 15(c) Meeting), noting that the proposed fee would be paid by the Adviser and, thus, would not impact the fees paid by the fund or the Adviser’s profitability. The Board considered the fee payable to Newton US in relation to the fee paid to the Adviser by the fund and the respective services provided by Newton US and the Adviser. The Board recognized that, because Newton US’s fee would be paid by the Adviser, and not the fund, an analysis of profitability was more appropriate in the context of the Board’s consideration of the fund’s Current Investment Advisory Agreement, and that the Board had received and considered a profitability analysis of the Adviser and its affiliates, including Newton US, at the 15(c) Meeting. The Board concluded that the proposed fee payable to Newton US by the Adviser was appropriate and the Adviser’s profitability was not excessive in light of the nature, extent and quality of the services to be provided to the fund by the Adviser under the Amended Investment Advisory Agreement and Newton US under the New Sub-Advisory Agreement.

Economies of Scale to be Realized. The Board recognized that, because the fee payable to Newton US would continue to be paid by the Adviser, and not the fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Current Investment Advisory Agreement, which had been done at the 15(c) Meeting. At the 15(c) Meeting, the Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Current Investment Advisory 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.

The Board also considered whether there were any ancillary benefits that would accrue to Newton US as a result of its relationship with the fund, and such ancillary benefits, if any, were determined to be reasonable.

In considering the materials and information described above, the Independent Trustees received assistance from, and met separately with, their independent legal counsel, and were provided with a written description of their statutory responsibilities and the legal standards that are applicable to the approval of investment advisory and sub-investment advisory agreements.

After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board members, all of whom are Independent Trustees, with the assistance of independent legal counsel, approved the New Sub-

39

 

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

Advisory Agreement and Amended Investment Advisory Agreement for the fund effective as of the Effective Date.

40

 

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, 2020 to December 31, 2020, 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.

41

 

BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (77)

Chairman of the Board (2008)

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: 97

———————

Francine J. Bovich (70)

Board Member (2011)

Principal Occupation During Past 5 Years:

· The Bradley Trusts, private trust funds, Trustee (2011-Present)

Other Public Company Board Memberships During Past 5 Years:

· Annaly Capital Management, Inc., a real estate investment trust, Director (2014-Present)

No. of Portfolios for which Board Member Serves: 54

———————

Andrew J. Donohue (71)

Board Member (2019)

Principal Occupation During Past 5 Years:

· Attorney, Solo Law Practice (2019-Present)

· Shearman & Sterling LLP. a law firm, Of Counsel (2017-2019)

· Chief of Staff to the Chair of the SEC (2015-2017)

Other Public Company Board Memberships During Past 5 Years:

· Oppenheimer Funds (58 funds), Director (2017-2019)

No. of Portfolios for which Board Member Serves: 44

———————

42

 

Kenneth A. Himmel (75)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Gulf Related, an international real estate development company, Managing Partner (2010-Present)

· Related Urban Development, a real estate development company, President and Chief Executive Officer (1996-Present)

· American Food Management, a restaurant company, Chief Executive Officer (1983-Present)

· Himmel & Company, a real estate development company, President and Chief Executive Officer (1980-Present)

No. of Portfolios for which Board Member Serves: 21

———————

Stephen J. Lockwood (74)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Stephen J. Lockwood and Company LLC, a real estate investment company, Chairman (2000-Present)

No. of Portfolios for which Board Member Serves: 21

———————

Roslyn M. Watson (71)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Watson Ventures, Inc., a real estate investment company, Principal (1993-Present)

Other Public Company Board Memberships During Past 5 Years:

· American Express Bank, FSB, Director (1993-2018)

No. of Portfolios for which Board Member Serves: 44

———————

43

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Benaree Pratt Wiley (75)

Board Member (2008)

Principal Occupation During Past 5 Years:

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

Other Public Company Board Memberships During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 62

———————

Interested Board Member

Bradley Skapyak (62)

Board Member (2021)

Principal Occupation During Past 5 Years:

· Chief Operating Officer and Director of Dreyfus (2009-2019)

· Chief Executive Officer and Director of the Distributor (2016-2019)

· Chairman and Director of the Transfer Agent (2011-2019)

· Senior Vice President of the Custodian (2007-2019)

No. of Portfolios for which Board Member Serves: 21

Mr. Skapyak is deemed to be an Interested Board Member of the funds as a result of his ownership of unvested restricted stock units of BNY Mellon.

———————

Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street, New York, New York 10286. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

James M. Fitzgibbons, Emeritus Board Member

44

 

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; Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017. He is an officer of 56 investment companies (comprised of 106 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 43 years old and has been an employee of BNY Mellon since 2005.

JAMES WINDELS, Treasurer since December 2008.

Vice President of the Adviser since September 2020; Director - BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 since July 2021, Associate General Counsel of BNY Mellon since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; Managing Counsel of BNY Mellon from March 2009 to December 2020, and an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of BNY Mellon since April 2004.

JAMES BITETTO, Vice President since December 2008 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 57 investment companies (comprised of 128 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 December 1996.

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

Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 31 years old and has been an employee of the Adviser since August 2018.

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

Senior Managing Counsel of BNY Mellon since September 2021, Managing Counsel from December 2017 to September 2021; Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 57 investment companies (comprised of 128 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 December 2008.

Senior Managing Counsel of BNY Mellon, and an officer of 57 investment companies (comprised of 128 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 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; Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 36 years old and has been an employee of the Adviser since June 2019.

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

Chief Compliance Officer (since August 2021) and Vice President and Assistant Secretary (since February 2020) of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer (since August 2021) and Vice President (since February 2020) of BNY Mellon ETF Trust; Managing Counsel (December 2019 to August 2021) and Counsel (May 2016 to December 2019) of BNY Mellon; Assistant Secretary of the Adviser from April 2018 to August 2021. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 36 years old and has been an employee of BNY Mellon since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2008.

Tax Manager-BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Adviser since April 1991.

45

 

OFFICERS OF THE FUND (Unaudited) (continued)

ROBERT SALVIOLO, Assistant Treasurer since December 2008.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2008.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since December 2008.

Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004, Chief Compliance Officer of the Adviser from 2004 until June 2021. He is an officer of 56 investment companies (comprised of 119 portfolios) managed by the Adviser. He is 64 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 50 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 53 years old and has been an employee of the Distributor since 1997.

46

 

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47

 

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48

 

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49

 

For More Information

BNY Mellon Small/Mid Cap Growth Fund

240 Greenwich Street

New York, NY 10286

Adviser

BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, NY 10286

Sub-Adviser

Newton Investment Management

North America, LLC

BNY Mellon Center

201 Washington Place

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: DBMAX           Class C: DBMCX            Class I: SDSCX
Class Y: DBMYX            Class Z: DBMZX

Telephone Call your financial representative or 1-800-373-9387

Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144

E-mail Send your request to info@bnymellon.com

Internet Information can be viewed online or downloaded at www.im.bnymellon.com

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-PORT. The fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.im.bnymellon.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.

  

© 2021 BNY Mellon Securities Corporation
6921AR0921

 

BNY Mellon Tax Sensitive Total Return Bond Fund

 

ANNUAL REPORT

September 30, 2021

 

 

 

Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes.

 

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

 

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

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Fund Performance

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

16

Statement of Operations

17

Statement of Changes in Net Assets

18

Financial Highlights

20

Notes to Financial Statements

24

Report of Independent Registered
Public Accounting Firm

34

Important Tax Information

35

Information About the Approval
of the Fund’s Investment Advisory
Agreement and the Approval of
Sub-Investment Advisory Agreement

36

Liquidity Risk Management Program

39

Board Members Information

40

Officers of the Fund

43

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from October 1, 2020 through September 30, 2021, as provided by Thomas Casey, Daniel Rabasco, and Jeffrey Burger, of Insight North America LLC, Sub-Investment Adviser

Market and Fund Performance Overview

For the 12-month period ended September 30, 2021, BNY Mellon Tax Sensitive Total Return Bond Fund’s Class A shares produced a total return of 2.42%, Class C shares returned 1.69%, Class I shares returned 2.67% and Class Y shares returned 2.72%.1 In comparison, the fund’s benchmark, the Bloomberg 3-, 5-, 7-, 10-Year U.S. Municipal Bond Index (the “Index”), provided a total return of 1.39% for the same period.2

Municipal bonds rose during the reporting period due to strong fundamentals and concerns over possible tax increases. The fund’s Class A and C shares outperformed the Index, primarily due to the fund’s overweight position in revenue bonds.

The Fund’s Investment Approach

The fund seeks high, after-tax total return. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in bonds. The fund normally invests at least 65% of its net assets in municipal bonds that provide income exempt from federal personal income tax. The fund may invest up to 35% of its net assets in taxable bonds. The fund invests principally in bonds rated investment grade at the time of purchase or, if unrated, determined to be of comparable quality by the fund’s subadviser.3 The fund may invest up to 25% of its assets in bonds rated below investment grade.

We seek relative value opportunities among municipal bonds and invest selectively in taxable securities with the potential to enhance after-tax total return and/or reduce volatility. We use a combination of fundamental credit analysis and macroeconomic and quantitative inputs to identify undervalued sectors and securities, and we select municipal bonds using fundamental credit analysis to estimate the relative value and attractiveness of various sectors and securities and to exploit pricing inefficiencies.

Market Benefits from Policy Support, Strong Fundamentals, and Robust Inflows

During the reporting period, the market continued to benefit from policies put in place in response to the COVID-19 pandemic, including support from the Federal Reserve (the “Fed”). While the Fed made no notable changes to monetary policy, early in the period it did commit to continuing its bond purchasing program. In the second half of the period, the Fed adopted a more hawkish tone, however.

Robust fiscal support also benefited the market. The $1.9 trillion American Rescue Plan extended unemployment benefits, provided aid to schools and businesses and sent stimulus checks to families. That supported the U.S. economy and also the municipal bond market.

2

 

The election also increased the likelihood of income-tax hikes for higher-income households, adding to the appeal of tax-exempt municipal securities. The prospect of an increase in the corporate tax rate made municipal bonds more appealing to institutional buyers, and low interest rates overseas attracted foreign investors to the market.

Performance in the Treasury market was generally poor as the market sold off midway through the reporting period, especially at the long end of the curve. Performance in fixed-income risk markets, however, was stronger as the approval of COVID-19 vaccines provided support. Both the investment-grade and high yield corporate segments of the market posted positive returns.

In the municipal bond market, performance was also strong, supported especially by strong supply-and- demand factors. While supply surged prior to the November 2020 election, it tapered off later in the year but has remained near the record supply of last year. At the same time, flows into municipal bond mutual funds were strong, helped in part by a surge in investor optimism resulting from the approval of COVID-19 vaccines. Credit conditions also improved over the period, which resulted in spread tightening in the municipal market, with the revenue segment outperforming the general obligation segment.

Volatility experienced in the Treasury market also occurred in the municipal bond market, though to a lesser extent. Generally, the municipal yield curve flattened during the period.

Late in the reporting period, inflows slowed somewhat, and the market experienced some uncertainty in response to political debates in Washington D.C. regarding federal spending plans and the debt ceiling. The municipal bond market generally finished the period relatively richly valued versus Treasuries.

Sector and Security Selection Drove Performance

The fund benefited from an overweight position in revenue bonds. Positions in essential services, transportation, hospitals, tobacco and prepaid bonds were particularly advantageous. Certain security selections were also additive, especially in the tobacco, hospital and transportation segments. The fund did not make use of derivatives during the reporting period.

The fund’s performance versus the Index was hindered by its duration position. The fund’s longer duration hindered returns because longer maturities saw rates rise. Security selections in higher-quality sectors also contributed negatively to fund performance. For example, AA rated bonds from the New Mexico Finance Authority detracted from returns. Connecticut state general obligation bonds also underperformed.

Searching for Attractive Valuations

Given the healthy credit fundamentals, we remain constructive on the market. The economy continues to rebound, keeping tax revenues solid, and we anticipate that additional stimulus from the federal government will also be beneficial. Supply and demand factors bear watching as inflows have slowed somewhat.

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

The performance of the market over the past year has resulted in high valuations, but we continue to look for pockets of value. We are monitoring the actions of the Fed, and if interest rates increase, we will modify the fund’s duration positioning accordingly.

October 15, 2021

1 Total return includes reinvestment of dividends and any capital gains paid, and does not take into consideration the maximum initial sales charge in the case of Class A shares or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Share price, yield and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. Dividends paid by the fund will be exempt from federal income tax to the extent such dividends are derived from interest paid on principal obligations. The fund also may invest a portion of its assets in securities that generate income that is not exempt from federal or state income tax. Income may be subject to state and local taxes, and some income may be subject to the federal alternative minimum tax (AMT) for certain investors. Capital gains, if any, are taxable. Return figures provided reflect the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc., pursuant to an agreement in effect through February 1, 2022, at which time it may be extended, modified or terminated. Had these expenses not been absorbed, the fund’s returns would have been lower. Past performance is no guarantee of future results.

2 Source: FactSet — The Bloomberg 3-, 5-, 7-, 10-Year U.S. Municipal Bond Index is composed of an equal-weighted composite of the 3-Year, 5-Year, 7-Year, and 10-Year Bloomberg U.S. Municipal Bond Indices, and reflects investments of dividends and, where applicable, capital gain distributions. Investors cannot invest directly in any index.

3 The fund may continue to own investment-grade bonds (at the time of purchase), which are subsequently downgraded to below investment grade.

Bonds are subject generally to interest-rate, credit, liquidity and market risks, to varying degrees, all of which are more fully described in the fund’s prospectus. Generally, all other factors being equal, bond prices are inversely related to interest-rate changes, and rate increases can cause price declines.

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.

4

 

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 Tax Sensitive Total Return Bond Fund with a hypothetical investment of $10,000 in the Bloomberg 3-, 5-, 7-, 10-Year U.S. Municipal Bond Index (the “Index”)

 Source: Factset

Past performance is not predictive of future performance.

The above graph compares a hypothetical investment of $10,000 made in each of the Class A shares, Class C shares and Class I shares of BNY Mellon Tax Sensitive Total Return Bond Fund on 9/30/11 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 applicable fees and expenses on Class A shares, Class C shares and Class I shares. The Index is composed of an equal-weighted composite of the 3-Year, 5-Year, 7-Year, and 10-Year Bloomberg U.S. Municipal Bond indices. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. These factors can contribute to the Index potentially outperforming the fund. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

5

 

FUND PERFORMANCE (Unaudited) (continued)

Comparison of change in value of a $1,000,000 investment in Class Y shares of BNY Mellon Tax Sensitive Total Return Bond Fund with a hypothetical investment of $1,000,000 in the Bloomberg 3-, 5-, 7-, 10-Year U.S. Municipal Bond Index (the “Index”)

 Source: Factset

†† 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 7/1/13 (the inception date for Class Y shares).

Past performance is not predictive of future performance.

The above graph compares a hypothetical investment of $1,000,000 made in Class Y shares of BNY Mellon Tax Sensitive Total Return Bond Fund on 9/30/11 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 is composed of an equal-weighted composite of the 3-Year, 5-Year, 7-Year, and 10-Year Bloomberg U.S. Municipal Bond indices. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. These factors can contribute to the Index potentially outperforming the fund. 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.

6

 

     

Average Annual Total Returns as of 9/30/2021

 

 

Inception

1 Year

5 Years

10 Years

Date

Class A shares

    

with maximum sales charge (4.5%)

3/31/09

-2.19%

1.61%

2.36%

without sales charge

3/31/09

2.42%

2.55%

2.83%

Class C shares

    

with applicable redemption charge

3/31/09

0.72%

1.80%

2.07%

without redemption

3/31/09

1.69%

1.80%

2.07%

Class I shares

11/2/92

2.67%

2.81%

3.10%

Class Y shares

7/1/13

2.72%

2.83%

3.11%††

Bloomberg 3-, 5-, 7-, 10-Year

    

U.S. Municipal Bond Index

 

1.39%

2.59%

2.85%

 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 7/1/13 (the inception date for Class Y shares).

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

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

7

 

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 Tax Sensitive Total Return Bond Fund from April 1, 2021 to September 30, 2021. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

       

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

 

Expenses paid per $1,000

$3.77

$7.54

$2.52

$2.52

 

Ending value (after expenses)

$1,007.70

$1,003.90

$1,009.00

$1,009.30

 

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

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (“SEC”) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

       

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

 

Expenses paid per $1,000

$3.80

$7.59

$2.54

$2.54

 

Ending value (after expenses)

$1,021.31

$1,017.55

$1,022.56

$1,022.56

 

Expenses are equal to the fund’s annualized expense ratio of .75% for Class A, 1.50% for Class C, .50% for Class I and .50% for Class Y, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

8

 

STATEMENT OF INVESTMENTS

September 30, 2021

          
 

Description

Coupon
Rate (%)

 

Maturity

Date

 

Principal

Amount ($)

 

Value ($)

 

Bonds and Notes - 1.7%

     

Banks - 1.7%

     

JPMorgan Chase & Co., Sr. Unscd. Notes
(cost $1,000,000)

 

3.80

 

7/23/2024

 

1,000,000

 

1,057,457

 
      

 

  

Long-Term Municipal Investments - 96.9%

     

Arizona - 1.9%

     

Maricopa County Industrial Development Authority, Revenue Bonds (Benjamin Franklin Charter School Obligated Group)

 

4.80

 

7/1/2028

 

1,000,000

a 

1,133,369

 

Arkansas - 1.9%

     

Arkansas Development Finance Authority, Revenue Bonds, Refunding (Washington Regional Medical Center) Ser. B

 

5.00

 

2/1/2025

 

1,000,000

 

1,139,288

 

California - 2.0%

     

California Community Choice Financing Authority, Revenue Bonds (Green Bond) Ser. B1

 

4.00

 

8/1/2031

 

500,000

b 

606,479

 

California Statewide Communities Development Authority, Revenue Bonds (Loma Linda University Medical Center Obligated Group) Ser. A

 

5.00

 

12/1/2031

 

525,000

a 

596,688

 
 

1,203,167

 

Colorado - 1.9%

     

Denver Convention Center Hotel Authority, Revenue Bonds, Refunding

 

5.00

 

12/1/2031

 

1,000,000

 

1,166,545

 

Florida - 8.3%

     

Atlantic Beach, Revenue Bonds (Fleet Landing Project) Ser. B2

 

3.00

 

11/15/2023

 

1,250,000

 

1,251,947

 

Florida Higher Educational Facilities Financial Authority, Revenue Bonds, Refunding (Nova Southeastern University Project)

 

5.00

 

4/1/2026

 

1,000,000

 

1,176,202

 

Miami Beach Redevelopment Agency, Tax Allocation Bonds, Refunding

 

5.00

 

2/1/2033

 

1,000,000

 

1,101,621

 

Reedy Creek Improvement District, GO, Refunding, Ser. A

 

1.87

 

6/1/2026

 

1,435,000

 

1,482,898

 
 

5,012,668

 

9

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 96.9% (continued)

     

Georgia - 7.9%

     

Fulton County Development Authority, Revenue Bonds, Ser. A

 

5.00

 

4/1/2036

 

1,000,000

 

1,194,417

 

Georgia Municipal Electric Authority, Revenue Bonds (Plant Vogtle Unis 3&4 Project)

 

5.00

 

1/1/2030

 

1,145,000

 

1,424,040

 

Main Street Natural Gas, Revenue Bonds, Ser. B, 1 Month LIBOR x.67 +.75%

 

0.81

 

9/1/2023

 

1,000,000

b,c 

1,006,652

 

Main Street Natural Gas, Revenue Bonds, Ser. C

 

4.00

 

9/1/2026

 

1,000,000

b 

1,141,758

 
 

4,766,867

 

Hawaii - 2.1%

     

Hawaii Airports System, Revenue Bonds, Ser. A

 

5.00

 

7/1/2028

 

1,000,000

 

1,251,005

 

Illinois - 12.8%

     

Chicago Il Wastewater Transmission, Revenue Bonds, Refunding, Ser. C

 

5.00

 

1/1/2026

 

1,000,000

 

1,144,593

 

Chicago Il Waterworks, Revenue Bonds (2nd Lien Project)

 

5.00

 

11/1/2026

 

1,000,000

 

1,132,148

 

Chicago O'Hare International Airport, Revenue Bonds

 

5.25

 

1/1/2024

 

1,000,000

 

1,057,829

 

Chicago Park District, GO, Refunding, Ser. B

 

5.00

 

1/1/2028

 

1,000,000

 

1,087,450

 

Cook County II, Revenue Bonds, Refunding

 

5.00

 

11/15/2035

 

1,000,000

 

1,221,025

 

Illinois Finance Authority, Revenue Bonds, Refunding (Rush University Medical Center Obligated Group) Ser. A

 

5.00

 

11/15/2026

 

1,000,000

 

1,155,350

 

Sales Tax Securitization Corp., Revenue Bonds, Refunding, Ser. A

 

5.00

 

1/1/2029

 

750,000

 

948,763

 
 

7,747,158

 

Iowa - .8%

     

Iowa Finance Authority, Revenue Bonds, Refunding (Iowa Fertilizer Company Project)

 

3.13

 

12/1/2022

 

500,000

 

507,842

 

Kansas - .5%

     

Kansas Development Finance Authority, Revenue Bonds, Ser. B

 

4.00

 

11/15/2025

 

275,000

 

277,903

 

Maryland - 2.0%

     

Maryland Health & Higher Educational Facilities Authority, Revenue Bonds, Refunding (University of Maryland Medical System Obligated Group) Ser. B

 

5.00

 

7/1/2032

 

1,000,000

 

1,211,083

 

10

 

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 96.9% (continued)

     

Massachusetts - 5.4%

     

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Suffolk University)

 

5.00

 

7/1/2028

 

1,000,000

 

1,204,458

 

Massachusetts Educational Financing Authority, Revenue Bonds, Ser. B

 

5.00

 

7/1/2026

 

1,200,000

 

1,425,689

 

Massachusetts Port Authority, Revenue Bonds, Refunding (Bosfuel Project) Ser. A

 

5.00

 

7/1/2032

 

500,000

 

630,118

 
 

3,260,265

 

Minnesota - 1.4%

     

Duluth Independent School District No. 709, COP, Refunding, Ser. B

 

5.00

 

2/1/2024

 

800,000

 

879,339

 

Missouri - 1.0%

     

The Missouri Health & Educational Facilities Authority, Revenue Bonds, Refunding (St. Luke's Health System Obligated Group)

 

5.00

 

11/15/2027

 

500,000

 

595,241

 

Multi-State - 2.2%

     

Federal Home Loan Mortgage Corp. Multifamily Variable Rate Certificates, Revenue Bonds, Ser. M048

 

3.15

 

1/15/2036

 

1,190,000

a 

1,319,363

 

Nevada - 1.1%

     

Clark County School District, GO (Insured; Build America Mutual) Ser. B

 

5.00

 

6/15/2031

 

500,000

 

652,331

 

New Jersey - 4.7%

     

New Jersey Economic Development Authority, Revenue Bonds, Refunding (Port Newark Container Terminal)

 

5.00

 

10/1/2023

 

1,000,000

 

1,078,064

 

New Jersey Transportation Trust Fund Authority, Revenue Bonds

 

5.00

 

6/15/2029

 

1,120,000

 

1,408,204

 

Tobacco Settlement Financing Corp., Revenue Bonds, Refunding, Ser. B

 

3.20

 

6/1/2027

 

355,000

 

361,532

 
 

2,847,800

 

New York - 4.3%

     

New York City, GO, Ser. C

 

5.00

 

8/1/2032

 

400,000

 

519,937

 

New York State Urban Development Corp., Revenue Bonds, Refunding, Ser. B

 

2.67

 

3/15/2023

 

1,000,000

 

1,033,603

 

TSASC, Revenue Bonds, Refunding, Ser. B

 

5.00

 

6/1/2022

 

1,000,000

 

1,024,159

 
 

2,577,699

 

11

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 96.9% (continued)

     

Oklahoma - 1.7%

     

Oklahoma Development Finance Authority, Revenue Bonds (Gilcrease Expressway West)

 

1.63

 

7/6/2023

 

1,000,000

 

1,007,969

 

Pennsylvania - 15.1%

     

Montgomery County Industrial Development Authority, Revenue Bonds, Refunding (ACTS Retirement-Life Communities Obligated Group)

 

5.00

 

11/15/2036

 

1,000,000

 

1,177,593

 

Pennsylvania Higher Educational Facilities Authority, Revenue Bonds, Refunding (Insured; Assured Guaranty Municipal Corp.) Ser. AX

 

5.00

 

6/15/2028

 

500,000

 

627,461

 

Pennsylvania Housing Finance Agency, Revenue Bonds, Refunding, Ser. 114A

 

3.35

 

10/1/2026

 

1,000,000

 

1,000,000

 

Pennsylvania Turnpike Commission, Revenue Bonds, Ser. B

 

5.00

 

12/1/2027

 

750,000

 

930,655

 

Philadelphia, GO, Ser. A

 

5.00

 

5/1/2029

 

1,000,000

 

1,276,076

 

Philadelphia Airport, Revenue Bonds, Refunding, Ser. B

 

5.00

 

7/1/2027

 

1,000,000

 

1,223,494

 

Philadelphia Gas Works, Revenue Bonds (Insured; Assured Guaranty Municipal Corp.) Ser. A

 

5.00

 

8/1/2030

 

750,000

 

974,488

 

Philadelphia Water & Wastewater, Revenue Bonds, Refunding

 

5.00

 

10/1/2033

 

500,000

 

659,394

 

The School District of Philadelphia, GO (Insured; State Aid Withholding) Ser. A

 

5.00

 

9/1/2027

 

1,000,000

 

1,232,155

 
 

9,101,316

 

Rhode Island - 4.3%

     

Rhode Island Student Loan Authority, Revenue Bonds, Ser. A

 

5.00

 

12/1/2025

 

1,250,000

 

1,457,367

 

Tobacco Settlement Financing Corp., Revenue Bonds, Refunding, Ser. A

 

5.00

 

6/1/2026

 

1,000,000

 

1,152,019

 
 

2,609,386

 

Tennessee - 2.2%

     

Tennessee Energy Acquisition Corp., Revenue Bonds, Ser. A

 

5.25

 

9/1/2026

 

1,120,000

 

1,330,353

 

Texas - 8.9%

     

Central Texas Regional Mobility Authority, Revenue Bonds, Ser. A

 

5.00

 

1/1/2031

 

500,000

 

574,698

 

12

 

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 96.9% (continued)

     

Texas - 8.9% (continued)

     

Clifton Higher Education Finance Corp., Revenue Bonds (IDEA Public Schools) (Insured; Permanent School Fund Guarantee Program)

 

4.00

 

8/15/2032

 

500,000

 

597,664

 

Clifton Higher Education Finance Corp., Revenue Bonds (International Leadership) Ser. D

 

5.75

 

8/15/2033

 

1,000,000

 

1,157,316

 

Harris County-Houston Sports Authority, Revenue Bonds, Refunding, Ser. A

 

5.00

 

11/15/2029

 

750,000

 

832,233

 

Love Field Airport Modernization Corp., Revenue Bonds

 

5.00

 

11/1/2027

 

1,000,000

 

1,170,586

 

San Antonio Texas Electric & Gas Systems, Revenue Bonds, Refunding, Ser. A

 

5.00

 

2/1/2032

 

610,000

 

805,204

 

Texas, GO, Refunding, Ser. B

 

4.00

 

8/1/2031

 

200,000

 

224,740

 
 

5,362,441

 

Washington - 2.5%

     

Port of Seattle, Revenue Bonds

 

5.00

 

4/1/2027

 

1,000,000

 

1,213,760

 

Spokane Water & Wastewater, Revenue Bonds (Green Bond)

 

4.00

 

12/1/2031

 

250,000

 

275,930

 
 

1,489,690

 

Total Long-Term Municipal Investments
(cost $55,234,768)

 

58,450,088

 

Total Investments (cost $56,234,768)

 

98.6%

59,507,545

 

Cash and Receivables (Net)

 

1.4%

831,329

 

Net Assets

 

100.0%

60,338,874

 

a Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2021, these securities were valued at $3,049,420 or 5.05% of net assets.

b These securities have a put feature; the date shown represents the put date and the bond holder can take a specific action to retain the bond after the put date.

c Variable rate security—interest rate resets periodically and rate shown is the interest rate in effect at period end. Security description also includes the reference rate and spread if published and available.

13

 

STATEMENT OF INVESTMENTS (continued)

  

Portfolio Summary (Unaudited)

Value (%)

General

17.6

Education

11.2

Medical

9.8

Airport

8.8

Transportation

6.2

General Obligation

5.8

Water

5.3

Student Loan

4.8

Development

4.6

Nursing Homes

4.5

Tobacco Settlement

4.2

School District

3.1

Utilities

2.9

Power

2.4

Multifamily Housing

2.2

Facilities

1.8

Banks

1.7

Single Family Housing

1.7

 

98.6

 Based on net assets.

See notes to financial statements.

14

 

    
 

Summary of Abbreviations (Unaudited)

 

ABAG

Association of Bay Area Governments

AGC

ACE Guaranty Corporation

AGIC

Asset Guaranty Insurance Company

AMBAC

American Municipal Bond Assurance Corporation

BAN

Bond Anticipation Notes

BSBY

Bloomberg Short-Term Bank Yield Index

CIFG

CDC Ixis Financial Guaranty

COP

Certificate of Participation

CP

Commercial Paper

DRIVERS

Derivative Inverse Tax-Exempt Receipts

EFFR

Effective Federal Funds Rate

FGIC

Financial Guaranty Insurance Company

FHA

Federal Housing Administration

FHLB

Federal Home Loan Bank

FHLMC

Federal Home Loan Mortgage Corporation

FNMA

Federal National Mortgage Association

GAN

Grant Anticipation Notes

GIC

Guaranteed Investment Contract

GNMA

Government National Mortgage Association

GO

General Obligation

IDC

Industrial Development Corporation

LIBOR

London Interbank Offered Rate

LOC

Letter of Credit

LR

Lease Revenue

NAN

Note Anticipation Notes

MFHR

Multi-Family Housing Revenue

MFMR

Multi-Family Mortgage Revenue

MUNIPSA

Securities Industry and Financial Markets Association Municipal Swap Index Yield

OBFR

Overnight Bank Funding Rate

PILOT

Payment in Lieu of Taxes

PRIME

Prime Lending Rate

PUTTERS

Puttable Tax-Exempt Receipts

RAC

Revenue Anticipation Certificates

RAN

Revenue Anticipation Notes

RIB

Residual Interest Bonds

SFHR

Single Family Housing Revenue

SFMR

Single Family Mortgage Revenue

SOFR

Secured Overnight Financing Rate

TAN

Tax Anticipation Notes

TRAN

Tax and Revenue Anticipation Notes

U.S. T-Bill

U.S. Treasury Bill Money Market Yield

XLCA

XL Capital Assurance

    

See notes to financial statements.

15

 

STATEMENT OF ASSETS AND LIABILITIES

September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments

56,234,768

 

59,507,545

 

Cash

 

 

 

 

242,612

 

Interest receivable

 

641,864

 

Receivable for shares of Beneficial Interest subscribed

 

75

 

Prepaid expenses

 

 

 

 

31,087

 

 

 

 

 

 

60,423,183

 

Liabilities ($):

 

 

 

 

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

 

15,447

 

Payable for shares of Beneficial Interest redeemed

 

8,111

 

Trustees’ fees and expenses payable

 

1,295

 

Other accrued expenses

 

 

 

 

59,456

 

 

 

 

 

 

84,309

 

Net Assets ($)

 

 

60,338,874

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

53,163,641

 

Total distributable earnings (loss)

 

 

 

 

7,175,233

 

Net Assets ($)

 

 

60,338,874

 

      

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

3,577,245

49,552

56,711,089

988

 

Shares Outstanding

160,238

2,218

2,538,221

44.25

 

Net Asset Value Per Share ($)

22.32

22.34

22.34

22.33

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

16

 

STATEMENT OF OPERATIONS

Year Ended September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Interest Income

 

 

2,552,131

 

Expenses:

 

 

 

 

Investment advisory fee—Note 3(a)

 

 

385,417

 

Professional fees

 

 

97,985

 

Registration fees

 

 

66,888

 

Administration fee—Note 3(a)

 

 

57,813

 

Shareholder servicing costs—Note 3(c)

 

 

16,087

 

Chief Compliance Officer fees—Note 3(c)

 

 

14,069

 

Prospectus and shareholders’ reports

 

 

8,775

 

Loan commitment fees—Note 2

 

 

4,665

 

Trustees’ fees and expenses—Note 3(d)

 

 

4,230

 

Custodian fees—Note 3(c)

 

 

3,203

 

Distribution fees—Note 3(b)

 

 

472

 

Miscellaneous

 

 

25,562

 

Total Expenses

 

 

685,166

 

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

 

 

(203,334)

 

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

 

 

(2,935)

 

Net Expenses

 

 

478,897

 

Investment Income—Net

 

 

2,073,234

 

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

 

 

Net realized gain (loss) on investments

3,866,598

 

Net change in unrealized appreciation (depreciation) on investments

(2,717,339)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

1,149,259

 

Net Increase in Net Assets Resulting from Operations

 

3,222,493

 

 

 

 

 

 

 

 

See notes to financial statements.

     

17

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2021

 

2020

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

2,073,234

 

 

 

3,286,826

 

Net realized gain (loss) on investments

 

3,866,598

 

 

 

6,230,638

 

Net change in unrealized appreciation
(depreciation) on investments

 

(2,717,339)

 

 

 

(6,156,088)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

3,222,493

 

 

 

3,361,376

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Class A

 

 

(193,015)

 

 

 

(185,222)

 

Class C

 

 

(3,862)

 

 

 

(6,353)

 

Class I

 

 

(5,596,455)

 

 

 

(7,324,701)

 

Class Y

 

 

(9,362)

 

 

 

(14,947)

 

Total Distributions

 

 

(5,802,694)

 

 

 

(7,531,223)

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

214,579

 

 

 

825,856

 

Class C

 

 

-

 

 

 

39,016

 

Class I

 

 

7,706,562

 

 

 

13,902,471

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

190,223

 

 

 

179,366

 

Class C

 

 

3,403

 

 

 

5,865

 

Class I

 

 

5,413,509

 

 

 

6,674,188

 

Class Y

 

 

-

 

 

 

537

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(477,970)

 

 

 

(1,628,684)

 

Class C

 

 

(47,519)

 

 

 

(84,828)

 

Class I

 

 

(63,610,543)

 

 

 

(174,036,128)

 

Class Y

 

 

(251,579)

 

 

 

-

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

(50,859,335)

 

 

 

(154,122,341)

 

Total Increase (Decrease) in Net Assets

(53,439,536)

 

 

 

(158,292,188)

 

Net Assets ($):

 

Beginning of Period

 

 

113,778,410

 

 

 

272,070,598

 

End of Period

 

 

60,338,874

 

 

 

113,778,410

 

18

 

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2021

 

2020

 

Capital Share Transactions (Shares):

 

Class A

 

 

 

 

 

 

 

 

Shares sold

 

 

9,508

 

 

 

36,145

 

Shares issued for distributions reinvested

 

 

8,454

 

 

 

7,877

 

Shares redeemed

 

 

(21,145)

 

 

 

(69,865)

 

Net Increase (Decrease) in Shares Outstanding

(3,183)

 

 

 

(25,843)

 

Class C

 

 

 

 

 

 

 

 

Shares sold

 

 

-

 

 

 

1,699

 

Shares issued for distributions reinvested

 

 

151

 

 

 

258

 

Shares redeemed

 

 

(2,111)

 

 

 

(3,772)

 

Net Increase (Decrease) in Shares Outstanding

(1,960)

 

 

 

(1,815)

 

Class I

 

 

 

 

 

 

 

 

Shares sold

 

 

337,714

 

 

 

605,211

 

Shares issued for distributions reinvested

 

 

240,322

 

 

 

292,430

 

Shares redeemed

 

 

(2,815,104)

 

 

 

(7,469,456)

 

Net Increase (Decrease) in Shares Outstanding

(2,237,068)

 

 

 

(6,571,815)

 

Class Y

 

 

 

 

 

 

 

 

Shares issued for distributions reinvested

 

 

-

 

 

 

23

 

Shares redeemed

 

 

(11,175)

 

 

 

-

 

Net Increase (Decrease) in Shares Outstanding

(11,175)

 

 

 

23

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

        

19

 

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.

          
     
   
  

Year Ended September 30,

Class A Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

22.95

23.53

22.46

23.05

23.43

Investment Operations:

      

Investment income—neta

 

.43

.49

.51

.49

.48

Net realized and unrealized
gain (loss) on investments

 

.11

.20

1.08

(.57)

(.35)

Total from Investment Operations

 

.54

.69

1.59

(.08)

.13

Distributions:

      

Dividends from Investment
income—net

 

(.42)

(.49)

(.51)

(.48)

(.47)

Dividends from net realized gain
on investments

 

(.75)

(.78)

(.01)

(.03)

(.04)

Total Distributions

 

(1.17)

(1.27)

(.52)

(.51)

(.51)

Net asset value, end of period

 

22.32

22.95

23.53

22.46

23.05

Total Return (%)b

 

2.42

3.09

7.17

(.36)

.59

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.00

.94

.88

.85

.85

Ratio of net expenses
to average net assets

 

.74

.70

.70

.70

.70

Ratio of net investment income
to average net assets

 

1.91

2.17

2.24

2.10

2.08

Portfolio Turnover Rate

 

12.27

16.34

29.19

31.75

20.30

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

 

3,577

3,750

4,454

6,469

16,714

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

20

 

          
     
   
  

Year Ended September 30,

Class C Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

22.96

23.54

22.47

23.06

23.43

Investment Operations:

      

Investment income—neta

 

.26

.32

.34

.29

.30

Net realized and unrealized
gain (loss) on investments

 

.12

.20

1.08

(.54)

(.33)

Total from Investment Operations

 

.38

.52

1.42

(.25)

(.03)

Distributions:

      

Dividends from investment
income—net

 

(.25)

(.32)

(.34)

(.31)

(.30)

Dividends from net realized gain
on investments

 

(.75)

(.78)

(.01)

(.03)

(.04)

Total Distributions

 

(1.00)

(1.10)

(.35)

(.34)

(.34)

Net asset value, end of period

 

22.34

22.96

23.54

22.47

23.06

Total Return (%)b

 

1.69

2.32

6.36

(1.12)

(.11)

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

2.64

2.34

2.02

1.84

1.64

Ratio of net expenses
to average net assets

 

1.49

1.44

1.45

1.45

1.45

Ratio of net investment income
to average net assets

 

1.16

1.45

1.49

1.33

1.34

Portfolio Turnover Rate

 

12.27

16.34

29.19

31.75

20.30

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

 

50

96

141

191

585

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

21

 

FINANCIAL HIGHLIGHTS (continued)

        
  
   
  

Year Ended September 30,

Class I Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

22.97

23.55

22.48

23.07

23.44

Investment Operations:

      

Investment income—neta

 

.49

.54

.57

.54

.53

Net realized and unrealized
gain (loss) on investments

 

.11

.21

1.08

(.56)

(.33)

Total from Investment Operations

 

.60

.75

1.65

(.02)

.20

Distributions:

      

Dividends from Investment
income—net

 

(.48)

(.55)

(.57)

(.54)

(.53)

Dividends from net realized gain
on investments

 

(.75)

(.78)

(.01)

(.03)

(.04)

Total Distributions

 

(1.23)

(1.33)

(.58)

(.57)

(.57)

Net asset value, end of period

 

22.34

22.97

23.55

22.48

23.07

Total Return (%)

 

2.67

3.35

7.48

(.10)

.84

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

.70

.65

.55

.55

.56

Ratio of net expenses
to average net assets

 

.49

.45

.45

.45

.45

Ratio of net investment income
to average net assets

 

2.16

2.43

2.49

2.36

2.33

Portfolio Turnover Rate

 

12.27

16.34

29.19

31.75

20.30

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

 

56,711

109,675

267,212

262,833

248,973

a Based on average shares outstanding.

See notes to financial statements.

22

 

         
   
     
  

Year Ended September 30,

Class Y Shares

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

22.96

23.55

22.48

23.06

23.43

Investment Operations:

      

Investment income—neta

 

.51

.56

.57

.54

.54

Net realized and unrealized
gain (loss) on investments

 

.10

.18

1.08

(.55)

(.34)

Total from Investment Operations

 

.61

.74

1.65

(.01)

.20

Distributions:

      

Dividends from Investment
income—net

 

(.49)

(.55)

(.57)

(.54)

(.53)

Dividends from net realized gain
on investments

 

(.75)

(.78)

(.01)

(.03)

(.04)

Total Distributions

 

(1.24)

(1.33)

(.58)

(.57)

(.57)

Net asset value, end of period

 

22.33

22.96

23.55

22.48

23.06

Total Return (%)

 

2.72

3.31

7.48

(.11)

.88

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

.75

.67

.57

.56

.55

Ratio of net expenses
to average net assets

 

.49

.45

.45

.45

.45

Ratio of net investment income
to average net assets

 

2.15

2.43

2.49

2.35

2.33

Portfolio Turnover Rate

 

12.27

16.34

29.19

31.75

20.30

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

 

1

258

264

507

6,980

a  Based on average shares outstanding.

See notes to financial statements.

23

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Tax Sensitive Total Return Bond Fund (the “fund”) is a separate diversified series of BNY Mellon Investment Funds I (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering seven series, including the fund. The fund’s investment objective is to seek a high after-tax total return. 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. Prior to September 1, 2021, Mellon Investments Corporation (“Mellon”), a wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, served as the fund’s sub-investment adviser. Effective September 1, 2021 (the “Effective Date”), Insight 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-investment adviser. As the fund’s sub-investment adviser, the Sub-Adviser provides the day-to-day management of the fund’s investments, subject to the Adviser’s supervision and approval. As was the case under the sub-investment advisory agreement between the Adviser and Mellon, the Adviser (and not the fund) pays the Sub-Adviser for its sub-advisory services. The rate of sub-investment advisory fee payable by the Adviser to the Sub-Adviser is the same as was paid by the Adviser to Mellon pursuant to the respective sub-investment advisory agreements. As of the Effective Date, portfolio managers responsible for managing the fund’s investments as employees of Mellon became employees of the Sub-Adviser and are no longer employees of Mellon.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Class A, Class C, Class I and Class Y. Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold

24

 

primarily to bank trust departments and other financial service providers (including The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The Trust enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.

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

25

 

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

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

Registered investment companies that are not traded on an exchange are valued at their net asset value and are generally categorized within Level 1 of the fair value hierarchy.

Investments in debt securities, excluding short-term investments (other than U.S. Treasury Bills), are valued each business day by one or more independent pricing services (each, a “Service”) approved by the Trust’s Board of Trustees (the “Board”). Investments for which quoted bid prices are readily available and are representative of the bid side of the market in the judgment of a Service are valued at the mean between the quoted bid prices (as obtained by a Service from dealers in such securities) and asked prices (as calculated by a Service based upon its evaluation of the market for such securities). Securities are valued as determined by a Service, based on methods which include consideration of the following: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. These securities are generally categorized within Level 2 of the fair value hierarchy.

Each Service and independent valuation firm is engaged under the general oversight of the Board.

26

 

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board. Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.

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

The following is a summary of the inputs used as of September 30, 2021 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:

  

Corporate Bonds

-

1,057,457

 

-

1,057,457

 

Municipal Securities

-

58,450,088

 

-

58,450,088

 

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

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Interest income, adjusted for accretion of discount and amortization of premium on investments, is earned from settlement date and recognized on the accrual basis. Securities purchased or sold on a when-issued or delayed delivery basis may be settled a month or more after the trade date.

(c) 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

27

 

NOTES TO FINANCIAL STATEMENTS (continued)

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.

The fund invests primarily in debt securities. Failure of an issuer of the debt securities to make timely interest or principal payments, or a decline or the perception of a decline in the credit quality of a debt security, can cause the debt security’s price to fall, potentially lowering the fund’s share price. In addition, the value of debt securities may decline due to general market conditions that are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment. Such values may also decline because of factors that affect a particular industry.

(d) Dividends and distributions to shareholders: It is the policy of the fund to declare dividends daily from investment income-net. Such dividends are paid monthly. 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.

28

 

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, which can distribute tax-exempt dividends, by complying with the applicable provisions of the Code, and to make distributions of income and net realized capital gain sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended September 30, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended September 30, 2021, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended September 30, 2021 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At September 30, 2021, the components of accumulated earnings on a tax basis were as follows: undistributed tax-exempt income $19,225, undistributed ordinary income $93,530, undistributed capital gains $3,789,701 and unrealized appreciation $3,272,777.

The tax character of distributions paid to shareholders during the fiscal periods ended September 30, 2021 and September 30, 2020 were as follows: tax-exempt income $1,905,630 and $2,958,583, ordinary income $172,770 and $1,452,801, and long-term capital gains $3,724,294 and $3,119,839, respectively.

(f) New accounting pronouncements: In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), and in January 2021, the FASB issued Accounting Standards Update 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the LIBOR and other interbank offered rates as of the end of 2021. The temporary relief provided by ASU 2020-04 and ASU 2021-01 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 and ASU 2021-01 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform. Management is also currently actively working with other financial institutions and counterparties to modify contracts as required by applicable regulation and within the regulatory deadlines.

29

 

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by The Bank of New York Mellon (the “BNYM Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $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 September 30, 2021, the fund did not borrow under the Facilities.

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

(a) Pursuant to an investment advisory agreement with the Adviser, the fund has agreed to pay an investment advisory fee at the annual rate of .40% of the value of the fund’s average daily net assets and is payable monthly. The Adviser had contractually agreed, from October 1, 2021 through January 31, 2021, to waive receipt of its fees and/or assume the direct expenses of the fund, so that the direct expenses of none of the classes (excluding Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) did not exceed .45% of the value of the fund’s average daily net assets. The Adviser has contractually agreed, from February 1, 2021 through February 1, 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 classes (excluding expenses describe above) exceed .50% of the value of the fund’s average daily net assets. On or after February 1, 2022, the Adviser. may terminate this expense limitation agreement at any time. The reduction in expenses, pursuant to the undertaking, amounted to $203,334 during the year ended September 30, 2021.

Prior to September 1, 2021, Mellon served as the fund’s sub-investment adviser and, as of September 1, 2021, the Sub-Adviser serves as the fund’s sub-investment adviser responsible for the day-to-day management of a

30

 

portion of the fund’s portfolio. Pursuant to separate sub-investment advisory agreements between the Adviser and Mellon and the Adviser and the Sub-Adviser, the Adviser previously paid Mellon and currently pays the Sub-Adviser a monthly fee at an annual percentage of the value of the fund’s average daily net asset. The Adviser has obtained an exemptive order from the SEC (the “Order”), upon which the fund may rely, to use a manager of managers approach that permits the Adviser, subject to certain conditions and approval by the Board, to enter into and materially amend sub-investment advisory agreements with one or more sub-investment advisers who are either unaffiliated with the Adviser or are wholly-owned subsidiaries (as defined under the Act) of the Adviser’s ultimate parent company, BNY Mellon, without obtaining shareholder approval. The Order also allows the fund to disclose the sub-investment advisory fee paid by the Adviser to any unaffiliated sub-investment adviser in the aggregate with other unaffiliated sub-investment advisers in documents filed with the SEC and provided to shareholders. In addition, pursuant to the Order, it is not necessary to disclose the sub-investment advisory fee payable by the Adviser separately to a sub-investment adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to the Adviser. The Adviser has ultimate responsibility (subject to oversight by the Board) to supervise any sub-investment adviser and recommend the hiring, termination, and replacement of any sub-investment adviser to the Board.

The fund has a Fund Accounting and Administrative Services Agreement (the “Administration Agreement”) with the Adviser, whereby the Adviser performs administrative, accounting and recordkeeping services for the fund. The fund has agreed to compensate the Adviser for providing accounting and recordkeeping services, administration, compliance monitoring, regulatory and shareholder reporting, as well as related facilities, equipment and clerical help. The fee is based on the fund’s average daily net assets and computed at the following annual rates: .06% of the first $500 million, .04% of the next $500 million and .02% in excess of $1 billion.

In addition, after applying any expense limitations or fee waivers that reduce the fees paid to the Adviser for this service, the Adviser has contractually agreed in writing to waive any remaining fees for this service to the extent that they exceed both the Adviser’s costs in providing these services and a reasonable allocation of the costs incurred by the Adviser and its affiliates related to the support and oversight of these services. The fund also reimburses the Adviser for the out-of-pocket expenses incurred in performing this service for the fund. Pursuant to the Administration

31

 

NOTES TO FINANCIAL STATEMENTS (continued)

Agreement, the fund was charged $57,813 during the period ended September 30, 2021.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended September 30, 2021, Class C shares were charged $472 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 September 30, 2021, Class A and Class C shares were charged $9,289 and $157, respectively, pursuant to the Shareholder Services Plan.

Under its terms, the Distribution Plan and Shareholder Services Plan shall remain in effect from year to year, provided such continuance is approved annually by a vote of a majority of those Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the operation of or in any agreement related to the Distribution Plan or Shareholder Services Plan.

The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as shareholder servicing costs and includes custody net earnings credits, if any, as an expense offset in the in the Statement of Operations.

The fund compensates BNY Mellon Transfer, Inc., a wholly-owned subsidiary of the Adviser, under a transfer agency agreement for providing transfer agency and cash management services inclusive of earnings credits, if any, for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are

32

 

related to fund subscriptions and redemptions. During the period ended September 30, 2021, the fund was charged $3,639 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 Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended September 30, 2021, the fund was charged $3,203 pursuant to the custody agreement. These fees were partially offset by earnings credits of $2,935.

During the period ended September 30, 2021, the fund was charged $14,069 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: investment advisory fees of $20,109, administration fees of $3,016, Distribution Plan fees of $31, Shareholder Services Plan fees of $748, custodian fees of $567, Chief Compliance Officer fees of $3,538 and transfer agency fees of $661, which are offset against an expense reimbursement currently in effect in the amount of $13,223.

(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 (including paydowns) of investment securities, excluding short-term securities, during the period ended September 30, 2021, amounted to $11,536,152 and $64,460,758, respectively.

At September 30, 2021, the cost of investments for federal income tax purposes was $56,234,768; accordingly, accumulated net unrealized appreciation on investments was $3,272,777 consisting of $3,335,768 gross unrealized appreciation and $62,991 gross unrealized depreciation.

33

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of the fund and Board of Trustees of
BNY Mellon Investment Funds I:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Tax Sensitive Total Return Bond Fund (the “Fund”), a series of BNY Mellon Investment Funds I, including the statement of investments, as of September 30, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements), and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights 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 and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. Such procedures also included confirmation of securities owned as of September 30, 2021, by correspondence with the custodian. 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 and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more BNY Mellon Investment Adviser, Inc. investment companies since 1994.

New York, New York
November 22, 2021

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IMPORTANT TAX INFORMATION (Unaudited)

In accordance with federal tax law, the fund hereby reports all the dividends paid from investment income-net during its fiscal year ended September 30, 2021 as “exempt-interest dividends” (not generally subject to regular federal income tax), except $148,843 that is being reported as an ordinary income distribution for reporting purposes. Where required by federal tax law rules, shareholders will receive notification of their portion of the fund’s taxable ordinary dividends (if any), capital gains distributions (if any) and tax-exempt dividends paid for the 2021 calendar year on Form 1099-DIV, which will be mailed in early 2022. The fund reports the maximum amount allowable but not less than $.7471 per share as a capital gain dividend in accordance with Section 852(b)(3)(C) of the Internal Revenue Code. Also, the fund reports the maximum amount allowable but not less than $.0048 as a short-term capital gain dividend paid on December 23, 2020 in accordance with Sections 871(k)(2) and 881(e) of the Internal Revenue Code.

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INFORMATION ABOUT THE APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT AND THE APPROVAL OF SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Trustees held on April 29, 2021 (the “Meeting”), the Board discussed with representatives of the Adviser plans to realign Mellon Investments Corporation’s (“Mellon”) fixed-income capabilities with Insight North America LLC (“INA”) (the “Firm Realignment”), with such realignment scheduled to occur, subject to regulatory requirements, in the third quarter of 2021 (the “Effective Date”). The Adviser noted that, as a result of the Firm Realignment, the portfolio managers who are currently responsible for managing the investments of the fund as employees of Mellon as a sub-investment adviser pursuant to a sub-investment advisory agreement with the Adviser (the “Current Sub-Advisory Agreement”), will become employees of INA as of the Effective Date. Consequently, the Adviser proposed to engage INA to serve as the fund’s sub-investment adviser, pursuant to a sub-investment advisory agreement between the Adviser and INA (the “New Sub-Advisory Agreement”), to be effective on the Effective Date. In addition, the Adviser proposed amending the fund’s current investment advisory agreement (the “Current Investment Advisory Agreement”) to reflect the engagement of INA as sub-investment adviser to the fund (as proposed to be amended, the “Amended Investment Advisory Agreement”), to be effective on the Effective Date.

At the Meeting, the Adviser recommended the approval of the New Sub-Advisory Agreement, pursuant to which INA would serve as sub-investment adviser to the fund, and the Amended Investment Advisory Agreement. The recommendation for the approval of the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement was based on the following considerations, among others: (i) approval of the New Sub-Advisory Agreement would permit the fund’s current portfolio managers to continue to be responsible for the day-to-day management of the fund’s portfolio after the Effective Date as employees of INA; (ii) there will be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund as a result of the proposed changes to the investment advisory arrangements; and (iii) the rate of the sub-investment advisory fee payable by the Adviser to INA under the New Sub-Advisory Agreement will be the same as that currently payable by the Adviser to Mellon under the Current Sub-Advisory Agreement and all material terms and conditions of the New Sub-Advisory Agreement are substantially identical to those of the Current Sub-Advisory Agreement, and the Adviser (and not the fund) will pay INA for its sub-investment advisory services. The Board also considered the fact that the Adviser stated that it believes there are no material changes to the information the Board had previously considered at a Board meeting on February 24-25, 2021 (the “15(c) Meeting”), at which the Board re-approved the Current Sub-Advisory Agreement and the Current Investment Advisory Agreement for the ensuing year, other than the information about the Firm Realignment and INA.

At the Meeting, the Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the fund (the “Independent Trustees”), considered and approved the New Sub-Advisory Agreement

36

 

and the Amended Investment Advisory Agreement. In determining whether to approve the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement, the Board considered the materials prepared by the Adviser received in advance of the Meeting and other information presented at the Meeting, which included: (i) a form of the New Sub-Advisory Agreement and a form of the Amended Investment Advisory Agreement; (ii) information regarding the Firm Realignment and how it is expected to enhance investment capabilities; (iii) information regarding INA; and (iv) an opinion of counsel that the proposed changes to the investment advisory arrangements would not result in an “assignment” of the Current Sub-Advisory Agreement or the Current Investment Advisory Agreement under the 1940 Act and the Investment Advisers Act of 1940, as amended, and, therefore, do not require the approval of fund shareholders. The Board also considered the substance of discussions with representatives of the Adviser at the Meeting and the 15(c) Meeting.

Nature, Extent and Quality of Services to be Provided. In examining the nature, extent and quality of the services that were expected to be provided by INA to the fund under the New Sub-Advisory Agreement, the Board considered: (i) INA’s organization, qualification and background, as well as the qualifications of its personnel; (ii) the expertise of the personnel providing portfolio management services, which would remain the same after the Effective Date; and (iii) the investment strategy for the fund, which would remain the same after the Effective Date. The Board also considered the review process undertaken by the Adviser and the Adviser’s favorable assessment of the nature and quality of the sub-investment advisory services expected to be provided to the fund by INA after the Effective Date. Based on their consideration and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by INA under the New Sub-Advisory Agreement, as well as INA’s ability to render such services based on its resources and the experience of the investment team, which will include the fund’s current portfolio managers, were adequate and appropriate for the fund in light of the fund’s investment objective, and supported a decision to approve the New Sub-Advisory Agreement. The Board also considered, as it related to the Amended Investment Advisory Agreement, that the nature, extent and quality of the services that are provided by the Adviser are expected to remain the same, including the Adviser’s extensive administrative, accounting and compliance infrastructures, as well as the Adviser’s supervisory activities over the fund’s portfolio management personnel.

Investment Performance. The Board had considered the fund’s investment performance and that of the investment team managing the fund’s portfolio at the 15(c) Meeting (including comparative data provided by Broadridge Financial Solutions, Inc.). The Board considered the performance and that the same investment professionals would continue to manage the fund’s assets after the Effective Date, as factors in evaluating the services to be provided by INA under the New Sub-Advisory Agreement after the Effective Date, and determined that these factors, when viewed together with the other factors considered by the Board, supported a decision to approve the New Sub-Advisory Agreement and the Amended Investment Advisory Agreement.

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INFORMATION ABOUT THE APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT AND THE APPROVAL OF SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)

Costs of Services to be Provided and Profitability. The Board considered the proposed fee payable under the New Sub-Advisory Agreement (which was the same as that payable under the Current Sub-Advisory Agreement and had been considered at the 15(c) Meeting), noting that the proposed fee would be paid by the Adviser and, thus, would not impact the fees paid by the fund or the Adviser’s profitability. The Board considered the fee payable to INA in relation to the fee paid to the Adviser by the fund and the respective services provided by INA and the Adviser. The Board recognized that, because INA’s fee would be paid by the Adviser, and not the fund, an analysis of profitability was more appropriate in the context of the Board’s consideration of the fund’s Current Investment Advisory Agreement, and that the Board had received and considered a profitability analysis of the Adviser and its affiliates, including INA, at the 15(c) Meeting. The Board concluded that the proposed fee payable to INA by the Adviser was appropriate and the Adviser’s profitability was not excessive in light of the nature, extent and quality of the services to be provided to the fund by the Adviser under the Amended Investment Advisory Agreement and INA under the New Sub-Advisory Agreement.

Economies of Scale to be Realized. The Board recognized that, because the fee payable to INA would continue to be paid by the Adviser, and not the fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Current Investment Advisory Agreement, which had been done at the 15(c) Meeting. At the 15(c) Meeting, the Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Current Investment Advisory 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.

The Board also considered whether there were any ancillary benefits that would accrue to INA as a result of its relationship with the fund, and such ancillary benefits, if any, were determined to be reasonable.

In considering the materials and information described above, the Independent Trustees received assistance from, and met separately with, their independent legal counsel, and were provided with a written description of their statutory responsibilities and the legal standards that are applicable to the approval of investment advisory and sub-investment advisory agreements.

After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board members, all of whom are Independent Trustees, with the assistance of independent legal counsel, approved the New Sub-Advisory Agreement and Amended Investment Advisory Agreement for the fund effective as of the Effective Date.

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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, 2020 to December 31, 2020, there were no material changes to the Program and no material liquidity events that impacted the fund. During the period, the fund held sufficient highly liquid assets to meet fund redemptions.

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

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BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (77)

Chairman of the Board (2008)

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: 97

———————

Francine J. Bovich (70)

Board Member (2011)

Principal Occupation During Past 5 Years:

· The Bradley Trusts, private trust funds, Trustee (2011-Present)

Other Public Company Board Memberships During Past 5 Years:

· Annaly Capital Management, Inc., a real estate investment trust, Director (2014-Present)

No. of Portfolios for which Board Member Serves: 54

———————

Andrew J. Donohue (71)

Board Member (2019)

Principal Occupation During Past 5 Years:

· Attorney, Solo Law Practice (2019-Present)

· Shearman & Sterling LLP. a law firm, Of Counsel (2017-2019)

· Chief of Staff to the Chair of the SEC (2015-2017)

Other Public Company Board Memberships During Past 5 Years:

· Oppenheimer Funds (58 funds), Director (2017-2019)

No. of Portfolios for which Board Member Serves: 44

———————

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Kenneth A. Himmel (75)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Gulf Related, an international real estate development company, Managing Partner (2010-Present)

· Related Urban Development, a real estate development company, President and Chief Executive Officer (1996-Present)

· American Food Management, a restaurant company, Chief Executive Officer (1983-Present)

· Himmel & Company, a real estate development company, President and Chief Executive Officer (1980-Present)

No. of Portfolios for which Board Member Serves: 21

———————

Stephen J. Lockwood (74)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Stephen J. Lockwood and Company LLC, a real estate investment company, Chairman (2000-Present)

No. of Portfolios for which Board Member Serves: 21

———————

Roslyn M. Watson (71)

Board Member (2008)

Principal Occupation During Past 5 Years:

· Watson Ventures, Inc., a real estate investment company, Principal (1993-Present)

Other Public Company Board Memberships During Past 5 Years:

· American Express Bank, FSB, Director (1993-2018)

No. of Portfolios for which Board Member Serves: 44

———————

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BOARD MEMBERS INFORMATION (Unaudited) (continued)

Benaree Pratt Wiley (75)

Board Member (2008)

Principal Occupation During Past 5 Years:

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

Other Public Company Board Memberships During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 62

———————

Interested Board Member

Bradley Skapyak (62)

Board Member (2021)

Principal Occupation During Past 5 Years:

· Chief Operating Officer and Director of Dreyfus (2009-2019)

· Chief Executive Officer and Director of the Distributor (2016-2019)

· Chairman and Director of the Transfer Agent (2011-2019)

· Senior Vice President of the Custodian (2007-2019)

No. of Portfolios for which Board Member Serves: 21

Mr. Skapyak is deemed to be an Interested Board Member of the funds as a result of his ownership of unvested restricted stock units of BNY Mellon.

———————

Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street, New York, New York 10286. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

James M. Fitzgibbons, Emeritus Board Member

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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; Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017. He is an officer of 56 investment companies (comprised of 106 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 43 years old and has been an employee of BNY Mellon since 2005.

JAMES WINDELS, Treasurer since December 2008.

Vice President of the Adviser since September 2020; Director - BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 since July 2021, Associate General Counsel of BNY Mellon since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; Managing Counsel of BNY Mellon from March 2009 to December 2020, and an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of BNY Mellon since April 2004.

JAMES BITETTO, Vice President since December 2008 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 57 investment companies (comprised of 128 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 December 1996.

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

Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 31 years old and has been an employee of the Adviser since August 2018.

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

Senior Managing Counsel of BNY Mellon since September 2021, Managing Counsel from December 2017 to September 2021; Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 57 investment companies (comprised of 128 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 December 2008.

Senior Managing Counsel of BNY Mellon, and an officer of 57 investment companies (comprised of 128 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 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; Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 36 years old and has been an employee of the Adviser since June 2019.

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

Chief Compliance Officer (since August 2021) and Vice President and Assistant Secretary (since February 2020) of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer (since August 2021) and Vice President (since February 2020) of BNY Mellon ETF Trust; Managing Counsel (December 2019 to August 2021) and Counsel (May 2016 to December 2019) of BNY Mellon; Assistant Secretary of the Adviser from April 2018 to August 2021. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 36 years old and has been an employee of BNY Mellon since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2008.

Tax Manager-BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Adviser since April 1991.

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OFFICERS OF THE FUND (Unaudited) (continued)

ROBERT SALVIOLO, Assistant Treasurer since December 2008.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2008.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 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 November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since December 2008.

Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004, Chief Compliance Officer of the Adviser from 2004 until June 2021. He is an officer of 56 investment companies (comprised of 119 portfolios) managed by the Adviser. He is 64 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 50 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 53 years old and has been an employee of the Distributor since 1997.

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For More Information

BNY Mellon Tax Sensitive Total Return Bond Fund

240 Greenwich Street

New York, NY 10286

Adviser

BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, NY 10286

Sub-Adviser

Insight North America, LLC
200 Park Avenue, 7th Floor
New York, NY 10166

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: DSDAX      Class C: DSDCX      Class I: SDITX      Class Y: SDYTX

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.

  

© 2021 BNY Mellon Securities Corporation
6935AR0921A

 

 

 
 

 

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 Joseph S. DiMartino, 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. DiMartino 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 $198,210 in 2020 and $200,510 in 2021.

 

(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 $32,320 in 2020 and $32,320 in 2021. These services consisted of 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 2020 and $0 in 2021.

 

(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 $0 in 2020 and $0 in 2021. These services consisted of: review or preparation of U.S. federal, state, local and excise tax returns. 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 2020 and $0 in 2021.

 

(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 $0 in 2020 and $0 in 2021.

 

 
 

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 2020 and $0 in 2021.

 

(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 $3,624,805 in 2020 and $3,851,043 in 2021.

 

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.

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 Investment Funds I

By: /s/ David DiPetrillo

         David DiPetrillo

         President (Principal Executive Officer)

 

Date: January 06, 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 DiPetrillo

         David DiPetrillo

         President (Principal Executive Officer)

 

Date: January 06, 2022

 

By: /s/ James Windels

         James Windels

        Treasurer (Principal Financial Officer)

 

Date: January 06, 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)