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 $49,419 in 2023 and $50,407 in 2024.
(b) Audit-Related
Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably
related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item
4 were $9,553 in 2023 and $10,191 in 2024. These services consisted of (i) agreed upon procedures related to compliance with Internal
Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended, (iii) advisory
services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting
or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by
the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.
The aggregate fees billed in the Reporting Periods
for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser
whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling,
controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"),
that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit
Committee were $0 in 2023 and $0 in 2024.
(c) Tax
Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance,
tax advice, and tax planning ("Tax Services") were $4,763 in 2023 and $4,763 in 2024. These services consisted of: (i) review
or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance
regarding statutory, regulatory or administrative developments; (iii) tax advice regarding tax qualification matters and/or treatment
of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies.
The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval
by the Audit Committee were $6,737 in 2023 and $7,439 in 2024.
(d) All
Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the
services reported in paragraphs (a) through (c) of this Item, were $2,430 in 2023 and $2,720 in 2024. These services consisted of a review
of the Registrant's anti-money laundering program.
The aggregate fees billed in the Reporting Periods
for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item,
which required pre-approval by the Audit Committee, were $0 in 2023 and $0 in 2024.
(e)(1) Audit
Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy")
for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates
without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved
audit-related services, pre-approved tax services and pre-approved all other services. Pre-approval considerations include whether the
proposed services are compatible with maintaining the Auditor's independence. Pre-approvals pursuant to the Policy are considered annually.
(e)(2) Note.
None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit Committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) None of the hours expended on the principal
accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed
by persons other than the principal accountant's full-time, permanent employees.
Non-Audit
Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates,
for the Reporting Periods were $1,779,328 in 2023 and $1,580,958 in 2024.
Auditor
Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to
Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.
(j) Not
applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable
Item 6. Investments.
Not applicable.
BNY Mellon Worldwide Growth Fund,
Inc.
ANNUAL FINANCIALS
AND OTHER INFORMATION
IMPORTANT NOTICE – CHANGES
TO ANNUAL AND SEMI-ANNUAL REPORTS
The Securities
and Exchange Commission (the “SEC”) has adopted rule and form amendments which have resulted
in changes to the design and delivery of annual and semi-annual fund reports (“Reports”). Reports are
now streamlined to highlight key information. Certain information previously included in Reports, including
financial statements, no longer appear in the Reports but will be available online within the Semi-Annual
and Annual Financials and Other Information, delivered free of charge to shareholders upon request,
and filed with the SEC.
Save
time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.bny.com/investments
and sign up for eCommunications. It’s simple and only takes a few minutes.
The
views expressed in this report reflect those of the portfolio manager(s) only through the end of the period
covered and do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other
person in the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change
at any time based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims
any responsibility to update such views. These views may not be relied on as investment advice and,
because investment decisions for a fund in the BNY Mellon Family of Funds are based on numerous factors,
may not be relied on as an indication of trading intent on behalf of any fund in the BNY Mellon
Family of
Funds.
Not FDIC-Insured
• Not Bank-Guaranteed • May Lose Value
Contents
Please note
the Annual Financials and Other Information only contains Items 7-11 required in Form
N-CSR. All other required items will be filed with the SEC.
Item
7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
BNY Mellon Worldwide Growth Fund,
Inc.
Statement of Investments
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Consumer
Discretionary Distribution & Retail — 5.1% |
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Consumer
Durables & Apparel — 4.6% |
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LVMH
Moet Hennessy Louis Vuitton SE |
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Marriott
International, Inc., Cl. A |
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Financial
Services — 12.2% |
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London
Stock Exchange Group PLC |
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Food,
Beverage & Tobacco — 3.0% |
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Health
Care Equipment & Services — 7.7% |
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Intuitive
Surgical, Inc. (a)
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Household
& Personal Products — 3.9% |
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The
Procter & Gamble Company |
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Media
& Entertainment — 5.8% |
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Pharmaceuticals,
Biotechnology & Life Sciences — 6.2% |
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Statement of Investments (continued)
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Common
Stocks — 99.5% (continued) |
Pharmaceuticals,
Biotechnology & Life Sciences — 6.2% (continued) |
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Semiconductors
& Semiconductor Equipment — 12.6% |
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Taiwan
Semiconductor Manufacturing Co. Ltd., ADR |
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Software
& Services — 12.4% |
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Technology
Hardware & Equipment — 6.4% |
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Canadian
Pacific Kansas City Ltd. |
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Total
Common Stocks
(cost
$449,164,221) |
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Investment
Companies — .4% |
Registered
Investment Companies — .4% |
Dreyfus
Institutional Preferred Government Plus Money Market Fund, Institutional
(cost
$4,559,491) |
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Investment
of Cash Collateral for Securities Loaned — .1% |
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Registered
Investment Companies — .1% |
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Dreyfus
Institutional Preferred Government Plus Money Market Fund, Institutional
(cost
$874,620) |
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Total
Investments (cost $454,598,332)
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Cash
and Receivables (Net) |
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ADR—American
Depositary Receipt |
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Non-income
producing security. |
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Security,
or portion thereof, on loan. At October 31, 2024, the value of the fund’s securities on loan was $3,166,408 and the value of the
collateral was
$3,244,625,
consisting of cash collateral of $874,620 and U.S. Government & Agency securities valued at $2,370,005. In addition, the value
of collateral
may
include pending sales that are also on loan. |
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Investment
in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment
company’s
prospectus.
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Dividends/
Distributions
($) |
Registered
Investment Companies - .4% |
Dreyfus
Institutional Preferred Government Plus Money
Market
Fund, Institutional Shares - .4% |
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Investment
of Cash Collateral for Securities Loaned - .1% |
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Dreyfus
Institutional Preferred Government Plus Money
Market
Fund, Institutional Shares - .1% |
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Includes
reinvested dividends/distributions. |
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Represents
securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment
expenses, and
other
payments to and from borrowers of securities. |
See notes to financial
statements.
STATEMENT
OF ASSETS AND LIABILITIES
October 31, 2024
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Investments
in securities—See Statement of Investments
(including
securities on loan, valued at $3,166,408)—Note
1(c): |
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Receivable
for shares of Common Stock subscribed |
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Dividends
and securities lending income receivable |
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Tax
reclaim receivable—Note 1(b)
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Due
to BNY Mellon Investment Adviser, Inc. and affiliates—Note
3(c)
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Liability
for securities on loan—Note 1(c)
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Payable
for shares of Common Stock redeemed |
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Directors’
fees and expenses payable |
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Composition
of Net Assets ($): |
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Total
distributable earnings (loss) |
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Net
Asset Value Per Share |
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Net
Asset Value Per Share ($) |
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See notes to financial
statements.
Year Ended October 31,
2024
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Cash
dividends (net of $991,834 foreign taxes withheld at source): |
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Income
from securities lending—Note 1(c)
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Shareholder
servicing costs—Note 3(c)
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Distribution
fees—Note 3(b)
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Directors’
fees and expenses—Note 3(d)
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Prospectus
and shareholders’ reports |
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Loan
commitment fees—Note 2 |
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Chief
Compliance Officer fees—Note 3(c)
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Less—reduction
in fees due to earnings credits—Note 3(c)
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Realized
and Unrealized Gain (Loss) on Investments—Note 4 ($):
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Net
realized gain (loss) on investments and foreign currency transactions |
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Net
realized gain (loss) on forward foreign currency exchange contracts |
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Net
change in unrealized appreciation (depreciation) on investments and foreign currency transactions |
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Net
Realized and Unrealized Gain (Loss) on Investments |
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Net
Increase in Net Assets Resulting from Operations |
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See notes to financial
statements.
STATEMENT
OF CHANGES IN NET ASSETS
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Net
realized gain (loss) on investments |
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Net
change in unrealized appreciation (depreciation) on investments |
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Net
Increase (Decrease) in Net Assets Resulting from Operations |
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Distributions
to shareholders: |
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Capital
Stock Transactions ($): |
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Net
proceeds from shares sold: |
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Distributions
reinvested: |
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Increase
(Decrease) in Net Assets from Capital Stock Transactions |
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Total
Increase (Decrease) in Net Assets |
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Capital
Share Transactions (Shares): |
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Shares
issued for distributions reinvested |
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Net
Increase (Decrease) in Shares Outstanding |
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Shares
issued for distributions reinvested |
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Net
Increase (Decrease) in Shares Outstanding |
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Shares
issued for distributions reinvested |
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Net
Increase (Decrease) in Shares Outstanding |
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Shares
issued for distributions reinvested |
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Net
Increase (Decrease) in Shares Outstanding |
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During
the period ended October 31, 2024, 582 Class C shares representing $33,164 were automatically converted to 469 Class A shares and during
the period
ended
October 31, 2023, 983 Class C shares representing $49,730 were automatically converted to 800 Class A shares. |
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During
the period ended October 31, 2024, 3,591 Class A shares representing $259,943 were exchanged for 3,557 Class I shares.
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See notes to financial
statements.
The
following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover
rate) reflects financial results for
a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset
value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption
at net asset value on the last day
of the period. Net asset value total return includes adjustments in accordance with accounting principles generally
accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon
those net asset values may differ from the net asset
value and returns for shareholder transactions.
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Net
asset value, beginning of period |
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Net
realized and unrealized gain (loss) on investments |
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Total
from Investment Operations |
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Dividends
from net investment income |
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Dividends
from net realized gain on investments |
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Net
asset value, end of period |
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Ratios/Supplemental
Data (%): |
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Ratio
of total expenses to average net assets |
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Ratio
of net expenses to average net assets |
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Ratio
of net investment income to average net assets |
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Net
Assets, end of period ($ x 1,000) |
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Based
on average shares outstanding. |
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Exclusive
of sales charge. |
See notes to financial statements.
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Net
asset value, beginning of period |
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Net
realized and unrealized gain (loss) on investments |
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Total
from Investment Operations |
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Dividends
from net investment income |
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Dividends
from net realized gain on investments |
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Net
asset value, end of period |
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Ratios/Supplemental
Data (%): |
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Ratio
of total expenses to average net assets |
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Ratio
of net expenses to average net assets |
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Ratio
of net investment (loss) to average net assets |
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Net
Assets, end of period ($ x 1,000) |
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Based
on average shares outstanding. |
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Exclusive
of sales charge. |
See notes to financial statements.
FINANCIAL
HIGHLIGHTS (continued)
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Net
asset value, beginning of period |
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Net
realized and unrealized gain (loss) on investments |
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Total
from Investment Operations |
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Dividends
from net investment income |
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Dividends
from net realized gain on investments |
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Net
asset value, end of period |
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Ratios/Supplemental
Data (%): |
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Ratio
of total expenses to average net assets |
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Ratio
of net expenses to average net assets |
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Ratio
of net investment income to average net assets |
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Net
Assets, end of period ($ x 1,000) |
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Based
on average shares outstanding. |
See notes to financial statements.
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Net
asset value, beginning of period |
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Net
realized and unrealized gain (loss) on investments |
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Total
from Investment Operations |
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Dividends
from net investment income |
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Dividends
from net realized gain on investments |
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Net
asset value, end of period |
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Ratios/Supplemental
Data (%): |
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|
Ratio
of total expenses to average net assets |
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|
Ratio
of net expenses to average net assets |
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Ratio
of net investment income to average net assets |
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Net
Assets, end of period ($ x 1,000) |
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Based
on average shares outstanding. |
See notes to financial
statements.
NOTES
TO FINANCIAL STATEMENTS
NOTE
1—
Significant
Accounting Policies:
BNY Mellon
Worldwide Growth Fund, Inc. (the “fund”), which is registered under the Investment Company Act of 1940, as amended (the
“Act”), is a diversified open-end management investment company. The fund’s investment objective is to seek long-term
capital growth consistent with the
preservation of capital; current income is a secondary goal. BNY Mellon Investment Adviser, Inc. (the “Adviser”),
a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY”), serves as the fund’s investment adviser.
Fayez Sarofim & Co., LLC (the “Sub-Adviser”),
serves as the fund’s sub-adviser.
BNY Mellon
Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s
shares. The fund is authorized to
issue 500 million shares of $.001 par value Common Stock. The fund currently has authorized four classes of shares:
Class A (100 million shares authorized), Class C (100 million shares authorized), Class I (150 million shares authorized) and Class
Y (150 million shares authorized). Class A and Class C shares are sold primarily to retail investors through financial intermediaries
and bear Distribution and/or Shareholder
Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase.
Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent
deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class
C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase,
without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers
(including BNY 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 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 Securities and Exchange Commission (“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 fund enters
into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown.
The fund does not anticipate recognizing any loss related to these arrangements.
(a) Portfolio
valuation: The fair value of a financial instrument
is the amount that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair
value hierarchy that prioritizes
the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements).
Additionally,
GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether
such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs
and techniques used during annual and interim periods.
Various inputs
are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized
in the three broad levels listed below:
Level 1—unadjusted
quoted prices in active markets for identical investments.
Level 2—other
significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit
risk, etc.).
Level 3—significant
unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).
The inputs
or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Changes in
valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques
used to value the fund’s investments are as follows:
NOTES
TO FINANCIAL STATEMENTS (continued)
The
fund’s Board of Directors (the “Board”) has designated the Adviser as the fund’s valuation designee to make
all fair value determinations with respect to the
fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.
Investments
in equity securities are valued at the last sales price on the securities exchange or national securities market on which such securities
are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the
official closing price or, if there is no official closing price that day, at the last sales price. For open short positions, asked prices
are used for valuation purposes.
Bid price is used when no asked price is available. Registered investment companies that are not traded on an
exchange are valued at their net asset value. All of the preceding securities are generally categorized within Level 1 of the fair value
hierarchy.
Securities
not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average
of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.
Fair valuing
of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities
and other appropriate indicators, such as prices of relevant ADRs and futures. Utilizing these techniques may result in transfers between
Level 1 and Level 2 of the fair value hierarchy.
When market
quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when
the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally
traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments
at fair value as determined in accordance with the procedures approved by the Board. Certain factors may be considered when
fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of
the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer
or comparable issuers. These securities
are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs
used.
For securities
where observable inputs are limited, assumptions about market activity and risk are used and such securities are generally categorized
within Level 3 of the fair value hierarchy.
Investments denominated in
foreign currencies are translated to U.S. dollars at the prevailing rates of exchange.
The following is a summary
of the inputs used as of October 31, 2024 in valuing the fund’s investments:
|
|
Level
1 -
Unadjusted
Quoted
Prices |
Level
2- Other
Significant
Observable
Inputs |
Level
3-
Significant
Unobservable
Inputs
|
|
|
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|
|
|
|
Investments
in Securities:†
|
|
|
|
|
Equity
Securities -
Common
Stocks |
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
(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
NOTES
TO FINANCIAL STATEMENTS (continued)
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 October 31, 2024, if any, are disclosed in the fund’s Statement of Assets and Liabilities.
(c) Securities
transactions and investment income: Securities transactions
are recorded on a trade date basis. Realized gains and losses
from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest
income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual
basis.
Pursuant to
a securities lending agreement with BNY, the fund may lend securities to qualified institutions. It is the fund’s policy that, at
origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign
securities loaned. Collateral equivalent
to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either
in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and
Agency securities. Any non-cash collateral received cannot be sold or re-pledged by the fund, except in the event of borrower default.
The securities on loan, if any, are also disclosed in the fund’s Statement of Investments. The fund is entitled to receive all dividends,
interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower
fail to return the securities in a timely manner, BNY is required to replace the securities for the benefit of the fund or credit the
fund with the market value of the
unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally,
the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended
October 31, 2024, BNY earned $9,946 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.
For financial
reporting purposes, the fund elects not to offset assets and liabilities subject to a securities lending agreement, if any, in the Statement
of Assets and Liabilities. Therefore, all qualifying transactions are presented on a gross basis in the Statement of Assets and Liabilities.
As of October 31, 2024, the fund had securities lending and the impact of netting of assets and liabilities and the offsetting of
collateral pledged or received, if any, based on contractual netting/set-off provisions in the securities lending agreement are detailed
in the following table:
|
|
|
|
|
|
|
|
Total
gross amount of assets and
liabilities
in the Statement
of
Assets and Liabilities |
|
|
Collateral
(received)/posted not offset
in
the Statement of
Assets
and Liabilities |
|
|
|
|
|
|
|
|
The
value of the related collateral received by the fund normally exceeded the value of the securities loaned by the fund pursuant to
the securities lending agreement.
In
addition, the value of collateral may include pending sales that are also on loan. See Statement of Investments for detailed information
regarding collateral received
for
open securities lending. |
(d) Affiliated
issuers: Investments in other investment companies
advised by the Adviser are considered “affiliated” under the Act.
(e) Market
Risk: The value of the securities in which the fund
invests may be affected by political, regulatory, economic and social developments,
and developments that impact specific economic sectors, industries or segments of the market. In addition, turbulence in financial
markets and reduced liquidity in equity, credit and/or fixed-income markets may negatively affect many issuers, which could adversely
affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in
one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may
be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks
might affect companies world-wide.
Foreign Investment Risk:
To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social
and economic factors affecting investments in foreign issuers. Special risks associated with investments in foreign issuers include exposure
to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information,
political and economic instability and differing auditing and legal standards.
NOTES
TO FINANCIAL STATEMENTS (continued)
(f) Dividends
and distributions to shareholders:
Dividends and distributions are recorded on the ex-dividend
date. Dividends from net investment
income are normally declared and paid quarterly. 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 October 31, 2024, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes
interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the
period ended October 31, 2024, the fund did not incur any interest or penalties.
Each tax year
in the four-year period ended October 31, 2024 remains subject to examination by the Internal Revenue Service and state taxing
authorities.
At October
31, 2024, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $702,134, undistributed
capital gains $114,454,654 and unrealized appreciation $646,700,135.
The tax character
of distributions paid to shareholders during the fiscal years ended October 31, 2024 and October 31, 2023 were as follows:
ordinary income $4,884,914 and $5,529,739, and long-term capital gains $16,112,252 and $58,796,367, respectively.
During the
period ended October 31, 2024, 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 $7,473,852 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 $738 million unsecured credit facility led by Citibank,
N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY (the “BNY Credit
Facility”), each to be utilized
primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”).
The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $618 million and is available to all
long-term open-ended funds, including
the fund, and (ii) Tranche B is an amount equal to $120 million and is available only to BNY Mellon
Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. In connection therewith, the fund has agreed to pay
its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNY Credit Facility. Interest is charged
to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.
During the
period ended October 31, 2024, the fund was charged $258 for interest expense. These fees are included in Interest expense in
the Statement of Operations. The average amount of borrowings outstanding under the Citibank Credit Facility during the period ended
October 31, 2024 was approximately $4,372 with a related weighted average annualized interest rate of 5.90%. As of October 31, 2024,
the fund has no outstanding loan balance from either Facility.
NOTE
3—
Management
Fee, Sub-Advisory Fee
and Other Transactions with Affiliates:
(a) Pursuant
to a management agreement with the Adviser, the management fee is computed at the annual rate of .75% of the value of the
fund’s average daily net assets and is payable monthly.
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 .2175% of the value of the fund’s average which is payable monthly.
During the
period ended October 31, 2024, the Distributor retained $11,687 from commissions earned on sales of the fund’s Class A shares
and $2,302 from CDSC fees on redemptions of the fund’s Class C shares.
(b) Under
the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares
at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect
of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the
basis on which such payments are made. During the period ended October 31, 2024, Class C shares were charged
NOTES
TO FINANCIAL STATEMENTS (continued)
$173,334
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 October 31, 2024,
Class A and Class C shares were charged $1,576,862 and $57,778, respectively, pursuant to the Shareholder Services Plan.
The fund has
an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY and an affiliate of the Adviser,
whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent
fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement
of Operations.
The fund has
an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY and an affiliate of the Adviser, whereby
the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes,
the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.
The fund compensates
the Transfer Agent, under a transfer agency agreement, for providing transfer agent and cash management services
for the fund. The majority of Transfer Agent fees are comprised of amounts paid on a per account basis, while cash management fees
are related to fund subscriptions and redemptions. During the period ended October 31, 2024, the fund was charged $82,447 for transfer
agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset
by earnings credits of $22,563.
The fund compensates
the Custodian, under a custody agreement, for providing custodial services for the fund. These fees are determined
based on net assets, geographic region and transaction activity. During the period ended October 31, 2024, the fund was charged $69,604
pursuant to the custody agreement.
During the
period ended October 31, 2024, the fund was charged $21,668 for services performed by the fund’s Chief Compliance Officer
and his staff. These fees are included in Chief Compliance Officer fees in the Statements of Operations.
The components
of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of:
Management fee of $718,994, Distribution Plan fees of $15,080, Shareholder Services Plan fees of $138,492, Custodian fees of $10,785,
Chief Compliance Officer fees of $1,587 and Transfer Agent fees of $38,155.
(d) Each
board member of the fund also serves as a board member of other funds in the BNY Mellon Family of Funds complex. Annual retainer
fees and attendance fees are allocated to each fund based on net assets.
NOTE
4—
Securities
Transactions:
The aggregate
amount of purchases and sales of investment securities, excluding short-term securities and derivatives, during the period ended
October 31, 2024, amounted to $156,040,364 and $270,175,087, 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. Rule 18f-4 under the Act
regulates the use of derivatives transactions for certain funds registered under the Act. The fund’s derivative transactions are
subject to a value-at-risk leverage
limit and certain reporting and other requirements pursuant to a derivatives risk management program adopted
by the fund.
Each type of derivative instrument
that was held by the fund during the period ended October 31, 2024 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
NOTES
TO FINANCIAL STATEMENTS (continued)
between
those dates. With respect to purchases of forward contracts, the fund incurs a loss if the value of the contract decreases between the
date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract
increases between those dates. Any
realized or unrealized gains or losses which occurred during the period are reflected in the Statement of
Operations. The fund is exposed to foreign currency risk as a result of changes in value of underlying financial instruments. The fund
is also exposed to credit risk associated
with counterparty non-performance on these forward contracts, which is generally limited to the unrealized
gain on each open contract. This risk may be mitigated by Master Agreements, if any, between the fund and the counterparty and
the posting of collateral, if any, by the counterparty to the fund to cover the fund’s exposure to the counterparty. As of October
31, 2024, there were no forward contracts outstanding.
The effect of derivative instruments
in the Statement of Operations during the period ended October 31, 2024 is shown below:
Amount
of realized gain (loss) on derivatives recognized in income ($) |
|
|
|
|
|
|
|
|
|
|
|
|
Statement
of Operations location: |
|
|
Net
realized gain (loss) on forward foreign currency exchange contracts. |
The following
table summarizes the monthly average market value of derivatives outstanding during the period ended October 31, 2024:
|
|
|
|
|
|
Forward
Contracts Sold in USD |
|
At October
31, 2024, the cost of investments for federal income tax purposes was $454,752,656; accordingly, accumulated net unrealized
appreciation on investments was $646,715,261, consisting of $651,077,658 gross unrealized appreciation and $4,362,397 gross unrealized
depreciation.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Shareholders and the Board of Directors of BNY Mellon Worldwide Growth Fund, Inc.
Opinion on the Financial Statements
We have audited
the accompanying statement of assets and liabilities of BNY Mellon Worldwide Growth Fund, Inc. (the “Fund”),
including the statement of investments,
as of October 31, 2024, and the related statement of operations for the year then ended, the statements of changes in net assets
for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the
related notes (collectively referred
to as the “financial
statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Fund at October 31, 2024, the results of its operations for the year then ended, the changes in its net assets for each of the
two years in the period then ended
and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting
principles.
These financial
statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial
statements based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted
our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required
to have, nor were we engaged to perform,
an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain
an understanding of internal control over financial reporting but not for the purposes of expressing an opinion on the effectiveness of
the Fund’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2024, by correspondence with the
custodian, brokers and others; when
replies were not received from brokers and others, we preformed other auditing procedures. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits
provide a reasonable basis for our opinion. 
We have served
as the auditor of one or more investment companies in the BNY Mellon Family of Funds since at least 1957, but we are unable to determine
the specific year.
New
York, New York
December 23, 2024
IMPORTANT
TAX INFORMATION (Unaudited)
For
federal tax purposes, the fund reports the maximum amount allowable, but not less than $4,884,914 as ordinary income dividends paid
during the year ended October 31, 2024 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 100.00% of ordinary income dividends paid during
the year ended October 31, 2024 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
2025 of the percentage applicable to the preparation of their 2024 income tax returns. The fund also hereby reports $.9771 per share
as a long-term capital gain distribution paid on December 14, 2023.
Item
8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies
(Unaudited)
Item
9. Proxy Disclosures for Open-End Management Investment Companies (Unaudited)
Item
10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies
(Unaudited)
Each
board member also serves as a board member of other funds in the BNY Mellon Family of Funds complex. Annual retainer fees and
attendance fees are allocated to each fund based on net assets. Directors fees paid by the fund are within Item 7. Statement of Operations
as Directors’ fees and expenses.
Item
11. Statement Regarding Basis for Approval of Investment Advisory Contracts (Unaudited)
©
2024 BNY Mellon Securities Corporation
Code-0070NCSRAR1024
|
Item 12. |
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
|
Item 13. |
Portfolio Managers for Closed-End Management Investment Companies. |
Not applicable.
|
Item 14. |
Purchases of Equity Securities By Closed-End Management Investment Companies and Affiliated Purchasers.
|
Not applicable.
|
Item 15. |
Submission of Matters to a Vote of Security Holders. |
There have been no materials
changes to the procedures applicable to Item 15.
|
Item 16. |
Controls and Procedures. |
|
(a) |
The Registrant's principal executive and principal financial officers have concluded, based on their evaluation
of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's
disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form
N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by
the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including
its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. |
|
(b) |
There were no changes to the Registrant's internal control over financial reporting that occurred during the
period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal
control over financial reporting. |
|
Item 17. |
Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
Not applicable.
|
Item 18. |
Recovery of Erroneously Awarded Compensation. |
Not applicable.
(a)(1) Code of ethics referred to in Item 2.
(a)(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 Worldwide Growth Fund, Inc.
By: /s/ David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: December 18, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
By: /s/ David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: December 18, 2024
By: /s/ James Windels
James Windels
Treasurer (Principal Financial Officer)
Date: December 18, 2024
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)
