N-CSR 1 lp1-172.htm ANNUAL REPORTS lp1-172.htm - Generated by SEC Publisher for SEC Filing

 

 

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number

811-08673

 

 

 

BNY Mellon Investment Portfolios

 

 

(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)

 

 

 

 

 

Bennett A. MacDougall, 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:

 

12/31

 

Date of reporting period:

12/31/2019

 

 

 

 

             

 

 


 

FORM N-CSR

Item 1.             Reports to Stockholders.

 


 

BNY Mellon Investment Portfolios, Core Value Portfolio

 

ANNUAL REPORT

December 31, 2019

 

 

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

FOR MORE INFORMATION

 

Back Cover

 

       
 


BNY Mellon Investment Portfolios, Core Value Portfolio

 

The Fund

A LETTER FROM THE PRESIDENT OF BNY MELLON INVESTMENT ADVISER, INC.

Dear Shareholder:

We are pleased to present this annual report for BNY Mellon Investment Portfolios, Core Value Portfolio (formerly, Dreyfus Investment Portfolios, Core Value Portfolio), covering the 12-month period from January 1, 2019 through December 31, 2019. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

In January 2019, a pivot in stance from the U.S. Federal Reserve (the “Fed”) helped stimulate a rebound across equity markets that continued into the second quarter of the year. However, escalating trade tensions disrupted equity markets in May. The dip was short-lived, as markets rose once again in June and July of 2019, when a trade deal appeared more likely and the pace of U.S. economic growth remained steady. Nevertheless, concerns continued to emerge over slowing global growth, resulting in bouts of market volatility in August 2019. Stocks rebounded in September and continued an upward path through most of October 2019, bolstered by central bank policy and consistent consumer spending. The rally generally continued through the end of the period, supported in part by an announcement from President Trump that the first phase of a trade deal with China was in process. U.S. equity markets reached new highs during the final months of the period.

In fixed-income markets, the year began with a recovery from the prior months’ volatility. After the Fed’s supportive statements in January 2019, other developed-market central banks followed suit and reiterated their abilities to buttress flagging growth rates by continuing accommodative policies. The Fed cut rates in July, September and October 2019, for a total 75 basis point reduction in the federal funds rate during the 12 months. Rates across much of the Treasury curve saw a slight increase during the month of November, and the long end of the curve rose in December. The yield curve steepened during the latter portion of the period. However, demand for fixed-income instruments during the year was strong, which helped to support positive bond market returns.

We believe that over the near term, the outlook for the U.S. remains positive, but we will monitor relevant data for any signs of a change. As always, we encourage you to discuss the risks and opportunities in today’s investment environment with your financial advisor.

Thank you for your continued confidence and support.

Sincerely,

Renee LaRoche-Morris
President
BNY Mellon Investment Adviser, Inc.
January 15, 2020

2

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from January 1, 2019 through December 31, 2019, as provided by Brian Ferguson, Portfolio Manager

Market and Fund Performance Overview

For the 12-month period ended December 31, 2019, BNY Mellon Investment Portfolios, Core Value Portfolio’s (formerly, Dreyfus Investment Portfolios, Core Value Portfolio) Initial shares produced a total return of 26.81%, and its Service shares returned 26.59%.1 In comparison, the fund’s benchmark, the Russell 1000® Value Index (the “Index”), produced a total return of 26.54% for the same period.2

Despite ongoing trade tensions, value-oriented stocks posted strong gains, on average, during the reporting period, helped by a steady economy and a more accommodative stance from the U.S. Federal Reserve. The fund outperformed the Index due to certain sector allocations and stock selections.

The Fund’s Investment Approach

The fund seeks long-term growth of capital, with current income as a secondary objective. To pursue its goals, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in stocks. The fund focuses on stocks of large-cap value companies. The fund typically invests mainly in the stocks of U.S. issuers, and will limit its holdings of foreign stocks to 20% of the value of its total assets.

When choosing stocks, the fund uses a “bottom-up” stock-selection approach, focusing on individual companies, rather than a “top-down” approach that forecasts market trends. A three-step, value-screening process is used to select stocks based on value, sound business fundamentals and positive business momentum.

Stocks Surge on Supportive Federal Reserve Policy and Reduced Trade Tensions

The reporting period began with widespread expectations of interest rate cuts, as the Federal Reserve (the “Fed”) had earlier moved from a tightening policy to one that was “data dependent.” With this shift, stocks rallied late in 2018 and continued to rise early in 2019. In the second quarter, however, stocks generally moved sideways, weighed down at times by concerns about trade tensions and global growth.

Three quarter-point rate cuts in the second half of the period provided an additional boost to equities markets. The Fed announced an initial reduction at its July 2019 meeting and followed up with two additional rate cuts in September and October 2019. These reductions brought the federal funds rate to 1.50-1.75%, as trade tensions and other geopolitical concerns appeared to be weighing on economic growth. Other major central banks were also supportive.

In the third quarter of 2019, interest rate cuts and the prospect of a U.S.-China trade agreement led investors to anticipate a pickup in global growth. Investors’ concerns about trade tensions and the global economy hindered performance at times, but stocks finished up strong later in the reporting period, when the “Phase 1” U.S.-China trade deal was announced.

Stock Selection Drove Fund Outperformance

The fund’s performance was hindered by overweight positions in the materials and energy sectors, as well as stock selections primarily in the health care and information technology sectors. In health care, a position in CVS Health detracted from performance, as the company lowered its guidance early in the year as it continued to integrate its acquisition of Aetna, a managed care company. The fund’s position in Biogen, a pharmaceutical company, also hurt performance, as the company’s proposed Alzheimer’s product initially failed clinical trials early in 2019. In the information technology sector, a position in Corning hindered relative returns, as the company was hurt by display overcapacity and optical spending weakness. A position in Teradata also dragged on performance, as it continued to

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

struggle to implement its strategies and revenues declined. Other positions that hampered returns include Mosaic, an agricultural chemical company, Marathon Petroleum and Berkshire Hathaway.

On a more positive note, the fund’s overweight allocations to the information technology and financial sectors and its underweight allocations to real estate, utilities and consumer staples sectors benefited performance. Stock selection in the financial, energy, and utilities sectors were particularly helpful. In the financial sector, Citigroup, Voya Financial and Assurant, an insurance company, all contributed positively to relative returns. In the energy sector, an overweight position in Hess proved profitable, as did the lack of exposure in ExxonMobil. In the utilities sector, PPL, a UK-based company, benefited from the outcome of the recent election, which reduced Brexit uncertainty and removed the threat of nationalization of utility companies. A position in Edison International, based in California, gained when the company received some regulatory relief from liabilities related to wildfires. Other positions that contributed positively to returns included two construction aggregate companies, Martin Marietta Materials and Vulcan Materials. Positions in Qualcomm, a semiconductor company, and L3Harris Technologies, a defense contractor, also proved advantageus.

Positioned for Further Gains

Given supportive monetary policy, resolution of Brexit uncertainty, improving economic data and progress on trade relations with China, we are optimistic about the economy and the prospect for stronger corporate earnings about 2020. In addition, value stocks appear to be attractive relative to the broader market. We have emphasized stocks in the financial, materials, information technology and energy sectors and have underweight positions in the real estate, consumer staples, communication services, utilities, consumer discretionary, health care and industrial sectors.

January 15, 2020

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

The fund’s return reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement in effect through March 31, 2020, 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 1000® Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies that are considered more value-oriented relative to the overall market, as defined by Russell’s leading style methodology. The Russell 1000® Value Index is constructed to provide a comprehensive and unbiased barometer for the large-cap value segment. The Index is completely reconstituted annually to ensure new and growing equities are included, and that the represented companies continue to reflect value characteristics. Investors cannot invest directly in any index.

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

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

The fund is only available as a funding vehicle under variable life insurance policies or variable annuity contracts issued by insurance companies. Individuals may not purchase shares of the fund directly. A variable annuity is an insurance contract issued by an insurance company that enables investors to accumulate assets on a tax-deferred basis for retirement or other long-term goals. The investment objective and policies of BNY Mellon Investment Portfolios, Core Value Portfolio made available through insurance products may be similar to those of other funds managed or advised by BNY Mellon Investment Adviser, Inc. However, the investment results of the fund may be higher or lower than, and may not be comparable to, those of any other BNY Mellon funds.

4

 

FUND PERFORMANCE (Unaudited)



Comparison of change in value of $10,000 investment in Initial shares and Service shares of BNY Mellon Investment Portfolios, Core Value Portfolio with a hypothetical investment of $10,000 in the Russell 1000® Value Index (the “Index”)

 Source: Lipper Inc.

Past performance is not predictive of future performance. The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection with investing in variable insurance contracts which will reduce returns.

The above graph compares a hypothetical investment of $10,000 made in Initial and Service shares of BNY Mellon Investment Portfolios, Core Value Portfolio on 12/31/09 to a hypothetical investment of $10,000 made in the Index on that date.

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 large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies that are considered more value-oriented relative to the overall market as defined by Russell’s leading style methodology. The Index is constructed to provide a comprehensive and unbiased barometer for the large-cap value segment. The Index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect value characteristics. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

5

 

FUND PERFORMANCE (Unaudited) (continued)

       

Average Annual Total Returns as of 12/31/19

 

1 Year

5 Years

10 Years

Initial shares

26.81%

8.31%

11.08%

Service shares

26.59%

8.01%

10.80%

Russell 1000® Value Index

26.54%

8.29%

11.80%

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.bnymellonim.com/us for the fund’s most recent month-end returns.

The fund’s Initial shares are not subject to a Rule 12b-1 fee. The fund’s Service shares are subject to a 0.25% annual Rule 12b-1 fee. All dividends and capital gain distributions are reinvested.

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

6

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads), redemption fees and expenses associated with variable annuity or insurance contracts, 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 Investment Portfolios, Core Value Portfolio from July 1, 2019 to December 31, 2019. 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 December 31, 2019

 

 

 

 

 

 

 

 

Initial Shares

Service Shares

 

Expense paid per $1,000

$6.52

$7.84

 

Ending value (after expenses)

$1,103.10

$1,102.40

 

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 December 31, 2019

 

 

 

 

 

 

 

 

Initial Shares

Service Shares

 

Expense paid per $1,000

$6.26

$7.53

 

Ending value (after expenses)

$1,019.00

$1,017.74

 

†  Expenses are equal to the fund’s annualized expense ratio of 1.23% for Initial Shares and 1.48% for Service Shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

7

 

STATEMENT OF INVESTMENTS
December 31, 2019

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.2%

         

Automobiles & Components - 1.1%

         

General Motors

     

3,598

 

131,687

 

Banks - 11.7%

         

Bank of America

     

10,696

 

376,713

 

Citigroup

     

4,217

 

336,896

 

JPMorgan Chase & Co.

     

3,914

 

545,612

 

U.S. Bancorp

     

3,112

 

184,511

 
       

1,443,732

 

Capital Goods - 7.4%

         

Gardner Denver Holdings

     

2,140

a

78,495

 

Honeywell International

     

647

 

114,519

 

Ingersoll-Rand

     

552

 

73,372

 

L3Harris Technologies

     

623

 

123,273

 

Northrop Grumman

     

299

 

102,847

 

Quanta Services

     

2,851

 

116,064

 

United Technologies

     

1,984

 

297,124

 
       

905,694

 

Consumer Durables & Apparel - 2.0%

         

Lennar, Cl. A

     

2,285

 

127,480

 

PVH

     

1,171

 

123,131

 
       

250,611

 

Diversified Financials - 14.8%

         

Berkshire Hathaway, Cl. B

     

2,376

a

538,164

 

Capital One Financial

     

887

 

91,281

 

E*TRADE Financial

     

3,842

 

174,312

 

LPL Financial Holdings

     

1,312

 

121,032

 

Morgan Stanley

     

4,485

 

229,273

 

Raymond James Financial

     

648

 

57,970

 

The Charles Schwab

     

1,297

 

61,685

 

The Goldman Sachs Group

     

1,336

 

307,187

 

Voya Financial

     

3,948

b

240,749

 
       

1,821,653

 

Energy - 10.9%

         

Apergy

     

2,808

a

94,854

 

Concho Resources

     

737

 

64,539

 

ConocoPhillips

     

2,845

 

185,010

 

Hess

     

3,763

 

251,406

 

Marathon Petroleum

     

4,426

 

266,666

 

Phillips 66

     

2,210

 

246,216

 

Pioneer Natural Resources

     

661

 

100,056

 

Schlumberger

     

1,697

 

68,219

 

8

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

         

Energy - 10.9% (continued)

         

Valero Energy

     

628

 

58,812

 
       

1,335,778

 

Food, Beverage & Tobacco - 3.3%

         

Archer-Daniels-Midland

     

3,096

 

143,500

 

Conagra Brands

     

3,840

 

131,482

 

PepsiCo

     

937

 

128,060

 
       

403,042

 

Health Care Equipment & Services - 7.7%

         

Anthem

     

428

 

129,269

 

Becton Dickinson and Co.

     

804

 

218,664

 

Cigna

     

314

 

64,210

 

CVS Health

     

884

 

65,672

 

Humana

     

263

 

96,395

 

Medtronic

     

3,249

 

368,599

 
       

942,809

 

Household & Personal Products - .9%

         

Colgate-Palmolive

     

1,651

 

113,655

 

Insurance - 6.0%

         

American International Group

     

2,885

 

148,087

 

Assurant

     

1,106

 

144,974

 

Chubb

     

1,145

 

178,231

 

The Hartford Financial Services Group

     

1,975

 

120,021

 

Willis Towers Watson

     

728

 

147,012

 
       

738,325

 

Materials - 9.8%

         

CF Industries Holdings

     

6,090

 

290,737

 

Freeport-McMoRan

     

10,755

 

141,106

 

Martin Marietta Materials

     

910

 

254,472

 

Newmont Goldcorp

     

3,616

 

157,115

 

The Mosaic Company

     

5,807

 

125,663

 

Vulcan Materials

     

1,657

 

238,591

 
       

1,207,684

 

Media & Entertainment - 2.8%

         

Alphabet, Cl. A

     

154

a

206,266

 

Comcast, Cl. A

     

1,814

 

81,576

 

Omnicom Group

     

716

b

58,010

 
       

345,852

 

Pharmaceuticals Biotechnology & Life Sciences - 3.2%

         

Biogen

     

203

a

60,236

 

Bristol-Myers Squibb

     

932

 

59,825

 

Merck & Co.

     

1,039

 

94,497

 

Pfizer

     

4,592

 

179,915

 
       

394,473

 

9

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

         

Retailing - .5%

         

Target

     

468

 

60,002

 

Semiconductors & Semiconductor Equipment - 6.2%

         

Applied Materials

     

2,492

 

152,112

 

Broadcom

     

453

 

143,157

 

Microchip Technology

     

1,189

b

124,512

 

Micron Technology

     

1,426

a

76,690

 

Qualcomm

     

2,345

 

206,899

 

Texas Instruments

     

485

 

62,221

 
       

765,591

 

Software & Services - .5%

         

International Business Machines

     

433

 

58,039

 

Technology Hardware & Equipment - 2.7%

         

Apple

     

333

 

97,785

 

Corning

     

4,213

 

122,640

 

Western Digital

     

1,681

 

106,693

 
       

327,118

 

Telecommunication Services - 2.0%

         

AT&T

     

6,299

 

246,165

 

Transportation - 1.5%

         

Delta Air Lines

     

2,110

 

123,393

 

Union Pacific

     

331

 

59,842

 
       

183,235

 

Utilities - 4.2%

         

Edison International

     

2,638

 

198,932

 

PPL

     

8,939

 

320,731

 
       

519,663

 

Total Common Stocks (cost $9,277,216)

     

12,194,808

 
               

Exchange-Traded Funds - 1.0%

         

Registered Investment Companies - 1.0%

         

iShares Russell 1000 Value ETF
(cost $122,539)

     

904

 

123,378

 

10

 

               
 

Description

 

1-Day
Yield (%)

 

Shares

 

Value ($)

 

Investment Companies - .2%

         

Registered Investment Companies - .2%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $28,641)

 

1.60

 

28,641

c

28,641

 

Total Investments (cost $9,428,396)

 

100.4%

 

12,346,827

 

Liabilities, Less Cash and Receivables

 

(.4%)

 

(51,552)

 

Net Assets

 

100.0%

 

12,295,275

 


ETF—Exchange-Traded Fund

aNon-income producing security.

bSecurity, or portion thereof, on loan. At December 31, 2019, the value of the fund’s securities on loan was $391,204 and the value of the collateral was $397,768, consisting of U.S. Government & Agency securities.

cInvestment 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

32.6

Health Care

10.9

Energy

10.9

Materials

9.8

Information Technology

9.4

Industrials

8.8

Communication Services

4.8

Utilities

4.2

Consumer Staples

4.2

Consumer Discretionary

3.6

Investment Companies

1.2

 

100.4

 Based on net assets.

See notes to financial statements.

11

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS

             

Investment Companies

Value
12/31/18($)

Purchases($)

Sales($)

Value
12/31/19($)

Net
Assets(%)

Dividends/
Distributions($)

Registered Investment Companies;

     

Dreyfus Institutional Preferred Government Plus Money Market Fund

232,993

2,300,678

2,505,030

28,641

.2

622

Investment of Cash Collateral for Securities Loaned;

     

Dreyfus Institutional Preferred Government Plus Money Market Fund

-

205,813,499

205,813,499

-

-

-

Total

232,993

208,114,177

208,318,529

28,641

.2

622

See notes to financial statements.

12

 

STATEMENT OF ASSETS AND LIABILITIES
December 31, 2019

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $391,204)—Note 1(b):

 

 

 

Unaffiliated issuers

9,399,755

 

12,318,186

 

Affiliated issuers

 

28,641

 

28,641

 

Receivable for investment securities sold

 

58,236

 

Dividends, interest and securities lending income receivable

 

13,503

 

Receivable for shares of Beneficial Interest subscribed

 

11,740

 

Prepaid expenses

 

 

 

 

104

 

 

 

 

 

 

12,430,410

 

Liabilities ($):

 

 

 

 

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

 

6,395

 

Payable for investment securities purchased

 

67,710

 

Trustees’ fees and expenses payable

 

1,144

 

Payable for shares of Beneficial Interest redeemed

 

447

 

Other accrued expenses

 

 

 

 

59,439

 

 

 

 

 

 

135,135

 

Net Assets ($)

 

 

12,295,275

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

8,538,244

 

Total distributable earnings (loss)

 

 

 

 

3,757,031

 

Net Assets ($)

 

 

12,295,275

 

       

Net Asset Value Per Share

Initial Shares

Service Shares

 

Net Assets ($)

11,563,582

731,693

 

Shares Outstanding

783,317

48,563

 

Net Asset Value Per Share ($)

14.76

15.07

 

 

 

 

 

See notes to financial statements.

 

 

 

13

 

STATEMENT OF OPERATIONS
Year Ended December 31, 2019

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends:

 

Unaffiliated issuers

 

 

365,335

 

Affiliated issuers

 

 

622

 

Income from securities lending—Note 1(b)

 

 

801

 

Total Income

 

 

366,758

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

111,509

 

Professional fees

 

 

86,245

 

Chief Compliance Officer fees—Note 3(b)

 

 

11,793

 

Custodian fees—Note 3(b)

 

 

10,689

 

Prospectus and shareholders’ reports

 

 

1,833

 

Distribution fees—Note 3(b)

 

 

1,743

 

Interest expense—Note 2

 

 

999

 

Trustees’ fees and expenses—Note 3(c)

 

 

349

 

Loan commitment fees—Note 2

 

 

322

 

Shareholder servicing costs—Note 3(b)

 

 

166

 

Registration fees

 

 

7

 

Miscellaneous

 

 

17,422

 

Total Expenses

 

 

243,077

 

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

 

 

(42,589)

 

Net Expenses

 

 

200,488

 

Investment Income—Net

 

 

166,270

 

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

 

 

Net realized gain (loss) on investments

953,893

 

Net change in unrealized appreciation (depreciation) on investments

2,259,345

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

3,213,238

 

Net Increase in Net Assets Resulting from Operations

 

3,379,508

 

 

 

 

 

 

 

 

See notes to financial statements.

         

14

 

STATEMENT OF CHANGES IN NET ASSETS

                   

 

 

 

 

Year Ended December 31,

 

 

 

 

2019

 

2018

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

166,270

 

 

 

153,517

 

Net realized gain (loss) on investments

 

953,893

 

 

 

1,729,935

 

Net change in unrealized appreciation
(depreciation) on investments

 

2,259,345

 

 

 

(4,004,534)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

3,379,508

 

 

 

(2,121,082)

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Initial Shares

 

 

(1,915,369)

 

 

 

(3,841,035)

 

Service Shares

 

 

(76,427)

 

 

 

(155,263)

 

Total Distributions

 

 

(1,991,796)

 

 

 

(3,996,298)

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Initial Shares

 

 

337,474

 

 

 

2,430,661

 

Service Shares

 

 

162,337

 

 

 

285,250

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Initial Shares

 

 

1,915,369

 

 

 

3,841,035

 

Service Shares

 

 

76,427

 

 

 

155,263

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Initial Shares

 

 

(8,410,384)

 

 

 

(2,922,797)

 

Service Shares

 

 

(183,613)

 

 

 

(374,047)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

(6,102,390)

 

 

 

3,415,365

 

Total Increase (Decrease) in Net Assets

(4,714,678)

 

 

 

(2,702,015)

 

Net Assets ($):

 

Beginning of Period

 

 

17,009,953

 

 

 

19,711,968

 

End of Period

 

 

12,295,275

 

 

 

17,009,953

 

Capital Share Transactions (Shares):

 

Initial Shares

 

 

 

 

 

 

 

 

Shares sold

 

 

25,519

 

 

 

153,714

 

Shares issued for distributions reinvested

 

 

148,248

 

 

 

268,041

 

Shares redeemed

 

 

(647,694)

 

 

 

(184,242)

 

Net Increase (Decrease) in Shares Outstanding

(473,927)

 

 

 

237,513

 

Service Shares

 

 

 

 

 

 

 

 

Shares sold

 

 

11,524

 

 

 

17,693

 

Shares issued for distributions reinvested

 

 

5,786

 

 

 

10,613

 

Shares redeemed

 

 

(13,246)

 

 

 

(24,574)

 

Net Increase (Decrease) in Shares Outstanding

4,064

 

 

 

3,732

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

               

15

 

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. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. The fund’s total returns do not reflect expenses associated with variable annuity or insurance contracts. These figures have been derived from the fund’s financial statements.

             
     
 

Year Ended December 31,

Initial Shares

 

2019

2018

2017

2016

2015

Per Share Data ($):

           

Net asset value, beginning of period

 

13.06

18.58

17.58

17.61

20.38

Investment Operations:

           

Investment income—neta

 

.16

.12

.13

.19

.17

Net realized and unrealized gain
(loss) on investments

 

3.12

(1.88)

2.25

2.46

(.55)

Total from Investment Operations

 

3.28

(1.76)

2.38

2.65

(.38)

Distributions:

           

Dividends from
investment income—net

 

(.12)

(.18)

(.21)

(.18)

(.16)

Dividends from net realized
gain on investments

 

(1.46)

(3.58)

(1.17)

(2.50)

(2.23)

Total Distributions

 

(1.58)

(3.76)

(1.38)

(2.68)

(2.39)

Net asset value, end of period

 

14.76

13.06

18.58

17.58

17.61

Total Return (%)

 

26.81

(11.24)

14.47

18.32

(2.22)

Ratios/Supplemental Data (%):

           

Ratio of total expenses
to average net assets

 

1.62

1.51

1.17

1.07

1.07

Ratio of net expenses
to average net assets

 

1.34

1.51

1.17

1.07

1.07

Ratio of net investment income
to average net assets

 

1.13

.80

.75

1.20

.92

Portfolio Turnover Rate

 

91.68

118.35

91.07

87.64

105.48

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

 

11,564

16,418

18,949

17,958

19,216

a Based on average shares outstanding.

See notes to financial statements.

16

 

               
     
 

Year Ended December 31,

Service Shares

 

2019

2018

2017

2016

2015

Per Share Data ($):

           

Net asset value, beginning of period

 

13.30

18.71

17.71

17.71

20.48

Investment Operations:

           

Investment income—neta

 

.12

.09

.09

.15

.12

Net realized and unrealized gain
(loss) on investments

 

3.20

(1.92)

2.25

2.48

(.55)

Total from Investment Operations

 

3.32

(1.83)

2.34

2.63

(.43)

Distributions:

           

Dividends from
investment income—net

 

(.09)

-

(.17)

(.13)

(.11)

Dividends from net realized
gain on investments

 

(1.46)

(3.58)

(1.17)

(2.50)

(2.23)

Total Distributions

 

(1.55)

(3.58)

(1.34)

(2.63)

(2.34)

Net asset value, end of period

 

15.07

13.30

18.71

17.71

17.71

Total Return (%)

 

26.59

(11.51)

14.07

18.00

(2.50)

Ratios/Supplemental Data (%):

           

Ratio of total expenses
to average net assets

 

1.88

1.76

1.42

1.32

1.32

Ratio of net expenses
to average net assets

 

1.59

1.76

1.42

1.32

1.32

Ratio of net investment income
to average net assets

 

.84

.54

.50

.94

.67

Portfolio Turnover Rate

 

91.68

118.35

91.07

87.64

105.48

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

 

732

592

763

11,745

10,927

a Based on average shares outstanding.

See notes to financial statements.

17

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Core Value Portfolio (the “fund”) is a separate diversified series of BNY Mellon Investment Portfolios (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering four series, including the fund. The fund is only offered to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. The fund’s investment objective is to seek long-term growth of capital, with current income as a secondary objective. 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 June 3, 2019, the Company changed its name from Dreyfus Investment Portfolios to BNY Mellon Investment Portfolios. In addition, The Dreyfus Corporation, the fund’s investment adviser, changed its name to “BNY Mellon Investment Adviser, Inc.”, MBSC Securities Corporation, the fund’s distributor, changed its name to “BNY Mellon Securities Corporation” and Dreyfus Transfer, Inc., the fund’s transfer agent, changed its name to “BNY Mellon Transfer, Inc.”

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares, which are sold without a sales charge. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Initial and Service. Each class of shares has identical rights and privileges, except with respect to the Distribution Plan, and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under

18

 

authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

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

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

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

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

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

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.

19

 

NOTES TO FINANCIAL STATEMENTS (continued)

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 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 Company’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 restricted 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.

20

 

The following is a summary of the inputs used as of December 31, 2019 in valuing the fund’s investments:

         

Assets ($)

Level 1 - Unadjusted Quoted Prices

Level 2 - Other Significant Observable Inputs

Level 3 -Significant Unobservable Inputs

Total

Investments in Securities:

 

 

 

Equity Securities - Common Stocks

12,194,808

-

-

12,194,808

Exchange-Traded Funds

123,378

-

-

123,378

Investment Companies

28,641

-

-

28,641

 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. 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, a subsidiary of BNY Mellon and an affiliate of the Adviser, 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 December 31, 2019, The Bank of New York Mellon earned $166 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

21

 

NOTES TO FINANCIAL STATEMENTS (continued)

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

(d) 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.

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

As of and during the period ended December 31, 2019, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended December 31, 2019, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended December 31, 2019 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At December 31, 2019, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $169,814, undistributed capital gains $907,609 and unrealized appreciation $2,679,608.

The tax character of distributions paid to shareholders during the fiscal periods ended December 31, 2019 and December 31, 2018 were as follows: ordinary income $181,713 and $1,071,941, and long-term capital gains $1,810,083 and $2,924,357, respectively.

(f) New Accounting Pronouncements: Effective June 1, 2019, the fund adopted Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The update provides guidance that eliminates, adds and modifies certain disclosure

22

 

requirements for fair value measurements. The adoption of ASU 2018-13 had no impact on the operations of the fund for the period ended December 31, 2019.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $1.030 billion 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 $830 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is in amount equal to $200 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 December 31, 2019 was approximately $30,140 with a related weighted average annualized interest rate of 3.31%.

NOTE 3—Management Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement with the Adviser, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly. The Adviser has contractually agreed, from August 30, 2019 through March 31, 2020, to waive receipt of its fees and/or assume the direct expenses of the fund, so that the expenses of the fund (excluding Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.00% of the value of the fund’s average daily net assets. On or after March 31, 2020, the Adviser may terminate this expense limitation at any time. The reduction in expenses, pursuant to the undertaking, amounted to $42,589 during the period ended December 31, 2019.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Service shares pay the Distributor for distributing its shares, for servicing and/or maintaining Service shares’ shareholder accounts and for

23

 

NOTES TO FINANCIAL STATEMENTS (continued)

advertising and marketing for Service shares. The Distribution Plan provides for payments to be made at an annual rate of .25% of the value of the Service shares’ average daily net assets. The Distributor may make payments to Participating Insurance Companies and to brokers and dealers acting as principal underwriter for their variable insurance products. The fees payable under the Distribution Plan are payable without regard to actual expenses incurred. During the period ended December 31, 2019, Service shares were charged $1,743 pursuant to the Distribution 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. The fund had an arrangement with the custodian to receive earnings credits when positive cash balances were maintained, which were used to offset custody fees. Effective February 1, 2019, the arrangement with the custodian changed whereby the fund will no longer receive earnings credits to offset its custody fees and will receive interest income or overdraft fees going forward. For financial reporting purposes, the fund includes net earnings credits, if any, as an expense offset 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 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 December 31, 2019, the fund was charged $150 for transfer agency services. 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 December 31, 2019, the fund was charged $10,689 pursuant to the custody agreement.

During the period ended December 31, 2019, the fund was charged $11,793 for services performed by the Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $7,721 Distribution Plan fees of $153, custodian fees of $3,600, Chief Compliance Officer fees of $3,261 and transfer agency fees of $215,

24

 

which are offset against an expense reimbursement currently in effect in the amount of $8,555.

(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 December 31, 2019, amounted to $13,814,518 and $21,742,376, respectively.

At December 31, 2019, the cost of investments for federal income tax purposes was $9,667,219; accordingly, accumulated net unrealized appreciation on investments was $2,679,608, consisting of $2,996,148 gross unrealized appreciation and $316,540 gross unrealized depreciation.

NOTE 5—Plan of Liquidation:

On November 26, 2019, the Board approved a Plan of Liquidation (the “Plan”). The Plan provides for the liquidation of the fund, the pro rata distribution of the assets of the fund to its shareholders and the closing of fund shareholder accounts (the “Liquidation”). The Liquidation of the fund will occur on or about April 30, 2020. Accordingly, effective March 31, 2020, the fund will be closed to any investments for new accounts.

25

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Core Value Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Core Value Portfolio (the “Fund”) (one of the funds constituting BNY Mellon Investment Portfolios), including the statements of investments and investments in affiliated issuers, as of December 31, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Investment Portfolios) at December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others 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. We believe that our audits provide a reasonable basis for our opinion.

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

New York, New York
February 10, 2020

26

 

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the portfolio hereby reports 100% of the ordinary dividends paid during the fiscal year ended December 31, 2019 as qualifying for the corporate dividends received deduction. Shareholders will receive notification in early 2020 of the percentage applicable to the preparation of their 2019 income tax returns. Also, the portfolio hereby reports $.0238 per share as a short-term capital gain distribution and $1.4315 per share as a long-term capital gain distribution paid on March 21, 2019.

27

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Trustees held on July 23-24, 2019, the Board considered the renewal of the fund’s Management Agreement pursuant to which the Adviser provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser. In considering the renewal of the Agreement, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information provided to it at the meeting and in previous presentations from representatives of the Adviser regarding the nature, extent, and quality of the services provided to funds in the BNY Mellon fund complex. The Adviser provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. The Adviser also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the BNY Mellon fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or the Adviser) and the Adviser’s corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that the Adviser also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered the Adviser’s extensive administrative, accounting and compliance infrastructures. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended May 31, 2019, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to

28

 

select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds. They also considered that performance generally should be considered over longer periods of time, although it is possible that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to affect disproportionately long-term performance. The Board discussed with representatives of the Adviser and/or its affiliates the results of the comparisons and considered that the fund’s total return performance above the Performance Group median in the three-year period; above and equal to the Performance Group median and Performance Universe median, respectively, in the four-year period; above the Performance Universe median in the five-year period; and below the Performance Group and Performance Universe medians in the remaining periods. The Board also considered the relative proximity of the fund’s performance to the Performance Group median in the five-year period (one basis point) and the Performance Group and Performance Universe medians in the ten-year period (within ten basis points). The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index, and it was considered that the fund’s returns were above the returns of the index in five of the ten calendar years shown.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board considered that the fund’s contractual management fee was at the Expense Group median and the fund’s actual management fee and total expenses were above the Expense Group and Expense Universe medians.

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

Analysis of Profitability and Economies of Scale. Representatives of the Adviser reviewed the expenses allocated and profit received by the Adviser and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to the Adviser and its affiliates for managing the funds in the BNY Mellon fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the

29

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited) (continued)

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

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreement, considered in relation to the mix of services provided by the Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreement and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have realized any economies of scale would be less. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser from acting as investment adviser and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreement. Based on the discussions and considerations as described above, the Board concluded and determined as follows.

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

· The Board agreed to closely monitor performance and determined to approve renewal of the Agreement only until the first quarter 2020 regular Board meeting.

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

· The Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the 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.

30

 

In evaluating the Agreement, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with the Adviser and its affiliates, of the Adviser and the services provided to the fund by the Adviser. The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreement, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of the Agreement for the fund, or substantially similar agreements for other BNY Mellon funds that the Board oversees, during which lengthy discussions took place between the Board and representatives of the Adviser. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the fund’s arrangements, or substantially similar arrangements for other BNY Mellon funds that the Board oversees, in prior years. The Board determined to renew the Agreement through the first quarter 2020 regular Board meeting.

31

 

BOARD MEMBERS INFORMATION (Unaudited)
INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (76)
Chairman of the Board (1995)
Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (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: 118

———————

Francine J. Bovich (68)
Board Member (2015)
Principal Occupation During Past 5 Years:

· Trustee, The Bradley Trusts, private trust funds (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: 69

———————

J. Charles Cardona (64)
Board Member (2014)
Principal Occupation During Past 5 Years:

· President of the Adviser (2008-2016)

· Chairman (2013-2016) and Executive Vice President (1997-2013) of the Distributor

Other Public Company Board Memberships During Past 5 Years:

· BNY Mellon Liquidity Funds, Chairman and Director (2019-Present)

No. of Portfolios for which Board Member Serves: 33

———————

Gordon J. Davis (78)
Board Member (2012)
Principal Occupation During Past 5 Years:

· Partner in the law firm of Venable LLP (2012-Present)

Other Public Company Board Memberships During Past 5 Years:

· Consolidated Edison, Inc., a utility company, Director (1989-2014)

· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)

No. of Portfolios for which Board Member Serves: 53

———————

32

 

Andrew J. Donohue (69)
Board Member (2019)
Principal Occupation During Past 5 Years:

· Of Counsel, Shearman & Sterling LLP (2017-2019)

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

· Managing Director and Investment Company General Counsel of Goldman Sachs (2012-2015)

Other Public Company Board Memberships During Past 5 Years:

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

No. of Portfolios for which Board Member Serves: 55

———————

Isabel P. Dunst (72)
Board Member (2014)
Principal Occupation During Past 5 Years:

· Senior Counsel, Hogan Lovells LLP (2018-2019); Of Counsel (2015-2018); Partner (1990-2014)

No. of Portfolios for which Board Member Serves: 33

———————

Nathan Leventhal (76)
Board Member (2009)
Principal Occupation During Past 5 Years:

· President Emeritus of Lincoln Center for the Performing Arts (2001-Present)

· President of the Palm Beach Opera (2016-Present)

· Chairman of the Avery Fisher Artist Program, Lincoln Center (1997-2014)

Other Public Company Board Memberships During Past 5 Years:

· Movado Group, Inc., a public company that designs, sources, markets and distributes watches Director (2003-Present)

No. of Portfolios for which Board Member Serves: 47

———————

Robin A. Melvin (56)
Board Member (2014)
Principal Occupation During Past 5 Years:

· Co-chairman, Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois (2014-Present); Board member (2013-Present)

No. of Portfolios for which Board Member Serves: 96

———————

33

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)
INDEPENDENT BOARD MEMBERS (continued)

Roslyn M. Watson (70)
Board Member (2014)
Principal Occupation During Past 5 Years:

· Principal, Watson Ventures, Inc., a real estate investment company (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: 55

———————

Benaree Pratt Wiley (73)
Board Member (2009)
Principal Occupation During Past 5 Years:

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

No. of Portfolios for which Board Member Serves: 75

———————

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.

Clifford L. Alexander, Jr., Emeritus Board Member
Whitney I. Gerard, Emeritus Board Member
George L. Perry, Emeritus Board Member

34

 

OFFICERS OF THE FUND (Unaudited)

RENEE LAROCHE-MORRIS, President since May 2019.

President and a director of BNY Mellon Investment Adviser, Inc. since January 2018. She is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser. She is 48 years old and has been an employee of BNY Mellon since 2003.

JAMES WINDELS, Treasurer since November 2001.

Director- BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 61 years old and has been an employee of the Adviser since April 1985.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.

Chief Legal Officer of the Adviser and Associate General Counsel and Managing Director of BNY Mellon since June 2015; Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division from June 2005 to June 2015, and as Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 48 years old and has been an employee of the Adviser since June 2015.

DAVID DIPETRILLO, Vice President since May 2019.

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; Head of US Retail Product and Channel Marketing, BNY Mellon Investment Management from January 2014 to December 2015. He is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser. He is 41 years old and has been an employee of BNY Mellon since 2005.

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

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 53 years old and has been an employee of the Adviser since December 1996.

SONALEE CROSS, Vice President and Assistant Secretary since March 2018.

Counsel of BNY Mellon since October 2016; Associate at Proskauer Rose LLP from April 2016 to September 2016; Attorney at EnTrust Capital from August 2015 to February 2016; Associate at Sidley Austin LLP from September 2013 to August 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 32 years old and has been an employee of the Adviser since October 2016.

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; Trustee Associate at BNY Mellon Trust Company (Ireland) Limited from August 2013 to February 2016. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 29 years old and has been an employee of the Adviser since August 2018.

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

Managing Counsel of BNY Mellon since December 2017, Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 44 years old and has been an employee of the Adviser since March 2013.

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

Senior Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 54 years old and has been an employee of the Adviser since October 1990.

PETER M. SULLIVAN, Vice President and Assistant Secretary since March 2019.

Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 51 years old and has been an employee of the Adviser since April 2004.

35

 

OFFICERS OF THE FUND (Unaudited) (continued)

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

Managing Counsel of BNY Mellon since December 2019; Counsel of BNY Mellon from May 2016 to December 2019; Attorney at Wildermuth Endowment Strategy Fund/Wildermuth Advisory, LLC from November 2015 to May 2016 and Assistant General Counsel at RCS Advisory Services from July 2014 to November 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 34 years old and has been an employee of the Adviser since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager - BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 51 years old and has been an employee of the Adviser since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2002.

Senior Accounting Manager- BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 55 years old and has been an employee of the Adviser since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 52 years old and has been an employee of the Adviser since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 52 years old and has been an employee of the Adviser since November 1990.

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

Chief Compliance Officer of the Adviser, the BNY Mellon Family of Funds and BNY Mellon Funds Trust (63 investment companies, comprised of 141 portfolios). He is 62 years old and has served in various capacities with the Adviser since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

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 since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor. She is an officer of 56 investment companies (comprised of 134 portfolios) managed by the Adviser. She is 51 years old and has been an employee of the Distributor since 1997.

36

 

NOTES

37

 

For More Information

BNY Mellon Investment Portfolios, Core Value Portfolio
240 Greenwich Street
New York, NY 10286

Adviser
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, NY 10286

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


Telephone 1-800-258-4260 or 1-800-258-4261

Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 Attn: Institutional Services Department

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

Internet Information can be viewed online or downloaded at www.bnymellonim.com/us

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.bnymellonim.com/us and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.

   

© 2020 BNY Mellon Securities Corporation
0172AR1219

 


 

BNY Mellon Investment Portfolios, MidCap Stock Portfolio

 

ANNUAL REPORT

December 31, 2019

 

 

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

FOR MORE INFORMATION

 

Back Cover

 

       
 


BNY Mellon Investment Portfolios, MidCap Stock Portfolio

 

The Fund

A LETTER FROM THE PRESIDENT OF BNY MELLON INVESTMENT ADVISER, INC.

Dear Shareholder:

We are pleased to present this annual report for BNY Mellon Investment Portfolios, MidCap Stock Portfolio (formerly, Dreyfus Investment Portfolios, MidCap Stock Portfolio), covering the 12-month period from January 1, 2019 through December 31, 2019. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

In January 2019, a pivot in stance from the U.S. Federal Reserve (the “Fed”) helped stimulate a rebound across equity markets that continued into the second quarter of the year. However, escalating trade tensions disrupted equity markets in May. The dip was short-lived, as markets rose once again in June and July of 2019, when a trade deal appeared more likely and the pace of U.S. economic growth remained steady. Nevertheless, concerns continued to emerge over slowing global growth, resulting in bouts of market volatility in August 2019. Stocks rebounded in September and continued an upward path through most of October 2019, bolstered by central bank policy and consistent consumer spending. The rally generally continued through the end of the period, supported in part by an announcement from President Trump that the first phase of a trade deal with China was in process. U.S. equity markets reached new highs during the final months of the period.

In fixed-income markets, the year began with a recovery from the prior months’ volatility. After the Fed’s supportive statements in January 2019, other developed-market central banks followed suit and reiterated their abilities to buttress flagging growth rates by continuing accommodative policies. The Fed cut rates in July, September and October 2019, for a total 75 basis point reduction in the federal funds rate during the 12 months. Rates across much of the Treasury curve saw a slight increase during the month of November, and the long end of the curve rose in December. The yield curve steepened during the latter portion of the period. However, demand for fixed-income instruments during the year was strong, which helped to support positive bond market returns.

We believe that over the near term, the outlook for the U.S. remains positive, but we will monitor relevant data for any signs of a change. As always, we encourage you to discuss the risks and opportunities in today’s investment environment with your financial advisor.

Thank you for your continued confidence and support.

Sincerely,

Renee LaRoche-Morris
President
BNY Mellon Investment Adviser, Inc.
January 15, 2020

2

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from January 1, 2019 through December 31, 2019, as provided by Peter D. Goslin, CFA, Adam T. Logan, CFA, Chris Yao, CFA and Syed A. Zamil, CFA, Portfolio Managers

As of December 2019, C. Wesley Boggs and William S. Cazalet left the fund’s portfolio management team, and Adam T. Logan and Chris Yao joined the fund’s portfolio management team.

Market and Fund Performance Overview

For the 12-month period ended December 31, 2019, BNY Mellon Investment Portfolios, MidCap Stock Portfolio (formerly, Dreyfus Investment Portfolios, MidCap Stock Portfolio) Initial shares produced a total return of 20.18%, and its Service shares produced a total return of 19.85%.1 In comparison, the fund’s benchmark, the S&P MidCap 400® Index (the “Index”), produced a total return of 26.20% for the same period.2

Mid-cap stocks posted strong gains over the reporting period in an environment of moderate growth and supportive central bank policies. The fund lagged the Index, primarily due to security selection shortfalls in the materials, consumer discretionary and communication services sectors.

The Fund’s Investment Approach

The fund seeks investment results that are greater than the total return performance of publicly traded, common stocks of medium-sized, domestic companies in the aggregate, as represented by the Index. To pursue this goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in stocks of mid-cap companies.

The fund invests in growth and value stocks, which are chosen through a disciplined investment process that combines quantitative-modeling techniques, fundamental analysis and risk management. Consistency of returns compared to the Index is a primary goal of the investment process.

The portfolio managers select stocks through a “bottom-up” structured approach that seeks to identify undervalued securities using a quantitative ranking process. The process is driven by a proprietary stock selection model that measures a diverse set of corporate characteristics to identify and rank stocks based on valuation, momentum, sentiment and earnings quality measures.

Next, the fund’s portfolio managers construct the portfolio through a risk-controlled process, focusing on stock selection, as opposed to making proactive decisions as to industry and sector exposure. The portfolio managers seek to maintain a portfolio that has exposure to industries and market capitalizations that are generally similar to the fund’s benchmark. Finally, within each sector and style subset, the fund will seek to overweight the most attractive stocks and underweight or not hold the stocks that have been ranked least attractive.

Markets Pivot on Central Bank Statements and Trade Policy

January 2019 marked a turnaround in the markets. Talk of a potential trade deal between the U.S. and China helped fuel investor optimism, as equity prices recovered from fourth quarter 2018 volatility. At its first meeting of the year, the U.S. Federal Reserve (the “Fed”) emphasized its focus on data as a primary driver for rate-hike decisions, and its ability to suspend additional rate increases when the data is not supportive. These sentiments

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

reassured investors of central bankers’ commitments to support flagging growth. In addition, the European Central Bank announced it would provide additional stimulus to support the eurozone economy. China also announced plans to stoke its slowing economic growth rate. The rebound continued throughout the month of January 2019, and equity markets maintained an upward trajectory through April 2019. However, renewed trade tensions between the U.S. and China in May caused stocks to pull back once again. The dip was short-lived, as markets rose once again in June.

However, concerns over slowing economic growth continued, and inflation floundered. The Fed decided to provide additional stimulus by cutting the federal funds rate. It did so three times during the period, each time by 25 basis points. These cuts occurred in July, September and October. Supported by rate cuts, moderate economic growth and optimism regarding a preliminary trade agreement with China, equity markets went on to post solid gains during the last several months of the year.

According to the S&P family of indices, large-cap stocks generally outperformed their mid- and small-cap counterparts during the period.

Security Selections Drove Fund Performance

The fund’s performance compared to the Index was mainly the result of stock selection shortfalls across a few market sectors. In the materials sector, stock selection within the containers and packaging industry was a leading detractor. The price of Allegheny Technologies fell, after it was purchased in February 2019, when the company lowered guidance twice during the period. Although the price partially recovered towards the end of the 12 months, it was still among the leading negative contributors. Within the consumer discretionary sector, Weight Watchers International was among the top detractors from portfolio performance. The stock of the weight management services company trended downward since the beginning of the period, most significantly after the company issued below-guidance earnings expectations for 2019, during its quarterly call in February. We eliminated the position in June. Within the communication services sector, a position in media company AMC Networks also constrained results during the period. Elsewhere in the markets, energy company Cabot Oil & Gas was among the leading individual detractors. After purchasing the stock in May 2019, the price dropped in July and August, when the company reduced its production guidance. Resideo Technologies was also among the top negative contributors. After its July purchase, the stock fell in October, when the company preannounced lower-than-expected 2019 guidance. We have since closed the position.

The fund achieved better results in several other areas. Our stock selection among real estate investment trusts (REITs) benefited performance, as did several positions within the information technology sector. A position in supply chain management system provider Manhattan Associates boosted returns. The stock price rose on better-than-expected quarterly results. A position in Zebra Technologies also benefited performance, as did the stock of Tech Data, which initially rallied on the back of favorable earnings and increased guidance. Later in the period, the company agreed to be acquired at a premium. Elsewhere in the markets, a position in Teledyne Technologies was also among the top contributors to portfolio performance. The electronics and communications product provider saw its stock price rise throughout much of the period, after beating earnings and raising guidance several times.

4

 

A Disciplined Approach to Stock Picking

As of the reporting period’s end, our quantitative models have continued to identify what we believe are attractive investment opportunities across a broad spectrum of mid-cap companies and industry groups. Stock market volatility experienced during the past year may have provided opportunities to purchase the stocks of companies ranked highly by our process. When the fund’s holdings reach what we perceive to be fuller valuations, we expect to replace them with high-quality companies that display then-currently-attractive valuations in our model. In addition, we continue to maintain a broadly diversified portfolio.

January 15, 2020

1 Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection with investing in variable insurance contracts, which will reduce returns.

2 Source: Lipper Inc. — The S&P MidCap 400® Index provides investors with a benchmark for mid-sized companies. The Index measures the performance of mid-sized companies, reflecting the distinctive risk and return characteristics of this market segment. 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.

Stocks of mid-cap companies often experience sharper price fluctuations than stocks of large-cap companies.

The fund is only available as a funding vehicle under variable life insurance policies or variable annuity contracts issued by insurance companies. Individuals may not purchase shares of the fund directly. A variable annuity is an insurance contract issued by an insurance company that enables investors to accumulate assets on a tax-deferred basis for retirement or other long-term goals. The investment objective and policies of BNY Mellon Investment Portfolios, MidCap Stock Portfolio made available through insurance products may be similar to those of other funds managed by BNY Mellon Investment Adviser, Inc. However, the investment results of the fund may be higher or lower than, and may not be comparable to, those of any other BNY Mellon Investment Adviser, Inc. fund.

5

 

FUND PERFORMANCE (Unaudited)

Comparison of change in value of a $10,000 investment in Initial shares and Service shares of BNY Mellon Investment Portfolios, MidCap Stock Portfolio with a hypothetical investment of $10,000 in the S&P MidCap 400® Index (the “Index”)

 Source: Lipper Inc.

Past performance is not predictive of future performance. The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection with investing in variable insurance contracts which will reduce returns.

The above graph compares a hypothetical investment of $10,000 investment made in Initial and Service shares of BNY Mellon Investment Portfolios, MidCap Stock Portfolio on 12/31/09 to a hypothetical investment of $10,000 made in the Index on that date.

The fund’s performance shown in the line graph above takes into account all applicable fees and expenses. The Index provides investors with a benchmark for midsized companies. The Index measures the performance of midsized companies, reflecting the distinctive risk and return characteristics of this market segment. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

       

Average Annual Total Returns as of 12/31/19

 

1 Year

5 Years

10 Years

Initial shares

20.18%

5.75%

11.82%

Service shares

19.85%

5.48%

11.55%

S&P MidCap 400® Index

26.20%

9.03%

12.72%

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.bnymellonim.com/us for the fund’s most recent month-end returns.

The fund’s Initial shares are not subject to a Rule 12b-1 fee. The fund’s Service shares are subject to a 0.25% annual Rule 12b-1 fee. All dividends and capital gain distributions are reinvested.

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

6

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads), redemption fees and expenses associated with variable annuity or insurance contracts, 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 Investment Portfolios, MidCap Stock Portfolio from July 1, 2019 to December 31, 2019. 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 December 31, 2019

 

 

 

 

 

 

 

 

Initial Shares

Service Shares

 

Expense paid per $1,000

$4.52

$5.81

 

Ending value (after expenses)

$1,060.90

$1,059.50

 

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 December 31, 2019

 

 

 

 

 

 

 

 

Initial Shares

Service Shares

 

Expense paid per $1,000

$4.43

$5.70

 

Ending value (after expenses)

$1,020.82

$1,019.56

 

†  Expenses are equal to the fund’s annualized expense ratio of .87% for Initial Shares and 1.12% for Service Shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

7

 

STATEMENT OF INVESTMENTS
December 31, 2019

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.4%

         

Automobiles & Components - 1.9%

         

Dana

     

29,770

 

541,814

 

Gentex

     

79,040

 

2,290,579

 
       

2,832,393

 

Banks - 5.7%

         

BancorpSouth Bank

     

21,150

 

664,322

 

Cathay General Bancorp

     

51,435

 

1,957,102

 

Commerce Bancshares

     

5,397

a

366,672

 

First Financial Bankshares

     

10,550

a

370,305

 

Frost Bankers

     

4,930

a

482,055

 

MGIC Investment

     

98,910

 

1,401,555

 

PacWest Bancorp

     

4,030

 

154,228

 

Popular

     

27,550

 

1,618,562

 

Signature Bank

     

1,240

 

169,396

 

Trustmark

     

25,600

 

883,456

 

Umpqua Holdings

     

33,590

 

594,543

 
       

8,662,196

 

Capital Goods - 12.5%

         

Acuity Brands

     

14,080

 

1,943,040

 

Allison Transmission Holdings

     

25,440

 

1,229,261

 

Carlisle

     

13,880

 

2,246,339

 

Curtiss-Wright

     

15,260

 

2,149,981

 

EMCOR Group

     

23,200

 

2,002,160

 

ITT

     

13,150

 

971,917

 

MasTec

     

26,120

a,b

1,675,859

 

Oshkosh

     

24,530

 

2,321,764

 

Spirit AeroSystems Holdings, Cl. A

     

3,595

 

262,004

 

Teledyne Technologies

     

3,030

b

1,050,016

 

The Timken Company

     

37,270

 

2,098,674

 

Valmont Industries

     

6,340

 

949,605

 
       

18,900,620

 

Commercial & Professional Services - 1.8%

         

HNI

     

21,620

 

809,885

 

Manpowergroup

     

20,430

 

1,983,753

 
       

2,793,638

 

Consumer Durables & Apparel - 4.2%

         

Deckers Outdoor

     

12,060

b

2,036,452

 

Tempur Sealy International

     

21,130

b

1,839,578

 

TRI Pointe Group

     

74,490

b

1,160,554

 

Whirlpool

     

9,270

a

1,367,603

 
       

6,404,187

 

8

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.4% (continued)

         

Consumer Services - 1.8%

         

Churchill Downs

     

3,730

 

511,756

 

Jack in the Box

     

16,770

a

1,308,563

 

Norwegian Cruise Line Holdings

     

14,770

b

862,716

 
       

2,683,035

 

Diversified Financials - 5.0%

         

Evercore, Cl. A

     

9,910

 

740,872

 

Federated Investors, Cl. B

     

49,480

 

1,612,553

 

Navient

     

12,350

 

168,948

 

OneMain Holdings

     

34,390

 

1,449,539

 

SEI Investments

     

34,790

 

2,278,049

 

Synchrony Financial

     

34,570

 

1,244,866

 
       

7,494,827

 

Energy - 3.0%

         

Apergy

     

8,570

b

289,495

 

Cabot Oil & Gas

     

62,160

 

1,082,206

 

The Williams Companies

     

54,920

 

1,302,702

 

World Fuel Services

     

42,400

 

1,841,008

 
       

4,515,411

 

Food & Staples Retailing - 1.3%

         

Casey's General Stores

     

12,090

 

1,922,189

 

Health Care Equipment & Services - 3.8%

         

Hill-Rom Holdings

     

16,430

 

1,865,298

 

Masimo

     

6,780

b

1,071,647

 

STERIS

     

8,700

 

1,326,054

 

Veeva Systems, Cl. A

     

8,890

b

1,250,467

 

West Pharmaceutical Services

     

1,880

 

282,620

 
       

5,796,086

 

Insurance - 6.2%

         

Brighthouse Financial

     

44,630

b

1,750,835

 

Brown & Brown

     

58,970

 

2,328,136

 

Globe Life

     

9,750

 

1,026,188

 

Kemper

     

11,780

 

912,950

 

Primerica

     

15,615

 

2,038,694

 

Unum Group

     

45,460

 

1,325,614

 
       

9,382,417

 

Materials - 5.7%

         

Allegheny Technologies

     

80,640

a,b

1,666,022

 

Element Solutions

     

79,090

b

923,771

 

Reliance Steel & Aluminum

     

18,560

 

2,222,746

 

Sensient Technologies

     

21,340

a

1,410,361

 

Valvoline

     

73,350

 

1,570,424

 

Worthington Industries

     

19,490

 

822,088

 
       

8,615,412

 

9

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.4% (continued)

         

Media & Entertainment - 2.4%

         

AMC Networks, Cl. A

     

34,820

a,b

1,375,390

 

TEGNA

     

39,060

a

651,911

 

The New York Times Company, Cl. A

     

49,870

a

1,604,318

 
       

3,631,619

 

Pharmaceuticals Biotechnology & Life Sciences - 8.0%

         

Agilent Technologies

     

3,750

 

319,913

 

Bio-Rad Laboratories, Cl. A

     

5,500

b

2,035,165

 

Charles River Laboratories International

     

16,040

b

2,450,270

 

Exelixis

     

103,760

b

1,828,251

 

Incyte

     

16,620

b

1,451,258

 

Jazz Pharmaceuticals

     

8,240

b

1,230,067

 

Mettler-Toledo International

     

750

b

594,960

 

PRA Health Sciences

     

2,530

b

281,210

 

Prestige Consumer Healthcare

     

4,610

a,b

186,705

 

Syneos Health

     

3,110

b

184,967

 

Waters

     

2,960

b

691,604

 

Zoetis

     

6,480

 

857,628

 
       

12,111,998

 

Real Estate - 8.7%

         

Apartment Investment & Management, Cl. A

     

2,890

c

149,269

 

CubeSmart

     

6,030

c

189,824

 

EastGroup Properties

     

2,510

c

333,002

 

First Industrial Realty Trust

     

50,500

c

2,096,255

 

Highwoods Properties

     

24,310

c

1,189,002

 

Lamar Advertising, Cl. A

     

26,685

c

2,381,903

 

Medical Properties Trust

     

104,280

a,c

2,201,351

 

Piedmont Office Realty Trust, Cl. A

     

17,670

c

392,981

 

PS Business Parks

     

8,910

c

1,468,992

 

Service Properties Trust

     

15,885

c

386,482

 

Tanger Factory Outlet Centers

     

26,010

a,c

383,127

 

Weingarten Realty Investors

     

62,750

c

1,960,310

 
       

13,132,498

 

Retailing - 2.1%

         

AutoNation

     

14,560

b

708,053

 

Etsy

     

15,230

b

674,689

 

Foot Locker

     

5,890

 

229,651

 

Murphy USA

     

13,940

b

1,630,980

 
       

3,243,373

 

Semiconductors & Semiconductor Equipment - 3.7%

         

Cirrus Logic

     

28,760

b

2,370,112

 

Semtech

     

3,090

b

163,461

 

Silicon Laboratories

     

7,610

b

882,608

 

10

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.4% (continued)

         

Semiconductors & Semiconductor Equipment - 3.7% (continued)

         

Synaptics

     

15,860

a,b

1,043,112

 

Teradyne

     

10,980

 

748,726

 

Universal Display

     

2,220

 

457,475

 
       

5,665,494

 

Software & Services - 8.9%

         

CACI International, Cl. A

     

9,220

b

2,304,908

 

Fair Isaac

     

3,950

b

1,479,986

 

Fortinet

     

4,450

b

475,082

 

j2 Global

     

20,450

a

1,916,369

 

KBR

     

19,900

 

606,950

 

Leidos Holdings

     

3,030

 

296,607

 

Manhattan Associates

     

24,600

b

1,961,850

 

MAXIMUS

     

21,170

 

1,574,836

 

Perspecta

     

30,630

 

809,857

 

WEX

     

10,020

b

2,098,789

 
       

13,525,234

 

Technology Hardware & Equipment - 6.1%

         

Ciena

     

43,480

b

1,856,161

 

Hewlett Packard Enterprise

     

21,610

 

342,735

 

Jabil

     

15,810

 

653,427

 

Tech Data

     

14,670

b

2,106,612

 

Xerox Holdings

     

41,130

 

1,516,463

 

Zebra Technologies, Cl. A

     

10,710

b

2,735,762

 
       

9,211,160

 

Transportation - 2.6%

         

JetBlue Airways

     

30,140

b

564,221

 

Landstar System

     

17,630

 

2,007,528

 

Old Dominion Freight Line

     

5,620

a

1,066,564

 

United Airlines Holdings

     

3,260

b

287,173

 
       

3,925,486

 

Utilities - 4.0%

         

MDU Resources Group

     

62,120

 

1,845,585

 

National Fuel Gas

     

24,570

a

1,143,488

 

NorthWestern

     

4,240

 

303,881

 

NRG Energy

     

8,140

 

323,565

 

OGE Energy

     

53,050

 

2,359,133

 
       

5,975,652

 

Total Common Stocks (cost $125,228,696)

     

150,424,925

 

11

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

 

1-Day
Yield (%)

 

Shares

 

Value ($)

 

Investment Companies - .7%

         

Registered Investment Companies - .7%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $1,003,692)

 

1.60

 

1,003,692

d

1,003,692

 
               

Investment of Cash Collateral for Securities Loaned - .2%

         

Registered Investment Companies - .2%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $386,235)

 

1.60

 

386,235

d

386,235

 

Total Investments (cost $126,618,623)

 

100.3%

 

151,814,852

 

Liabilities, Less Cash and Receivables

 

(.3%)

 

(526,670)

 

Net Assets

 

100.0%

 

151,288,182

 


a
Security, or portion thereof, on loan. At December 31, 2019, the value of the fund’s securities on loan was $17,634,701 and the value of the collateral was $17,921,903, consisting of cash collateral of $386,235 and U.S. Government & Agency securities valued at $17,535,668.

bNon-income producing security.

cInvestment in real estate investment trust within the United States.

dInvestment 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 (%)

Information Technology

18.8

Industrials

16.9

Financials

16.9

Health Care

11.8

Consumer Discretionary

10.0

Real Estate

8.7

Materials

5.7

Utilities

3.9

Energy

3.0

Communication Services

2.4

Consumer Staples

1.3

Investment Companies

.9

 

100.3

 Based on net assets.

See notes to financial statements.

12

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS

             

Investment Companies

Value
12/31/18($)

Purchases($)

Sales($)

Value
12/31/19($)

Net
Assets(%)

Dividends/
Distributions($)

Registered Investment Companies;

Dreyfus Institutional Preferred Government Plus Money Market Fund

1,087,825

17,760,394

17,844,527

1,003,692

.7

17,519

Investment of Cash Collateral for Securities Loaned;

Dreyfus Institutional Preferred Government Plus Money Market Fund

2,039,430

4,404,437

6,057,632

386,235

.2

-

Total

3,127,255

22,164,831

23,902,159

1,389,927

.9

17,519

See notes to financial statements.

13

 

STATEMENT OF ASSETS AND LIABILITIES
December 31, 2019

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $17,634,701)—Note 1(b):

 

 

 

Unaffiliated issuers

125,228,696

 

150,424,925

 

Affiliated issuers

 

1,389,927

 

1,389,927

 

Dividends, interest and securities lending income receivable

 

132,636

 

Receivable for shares of Beneficial Interest subscribed

 

13,605

 

Prepaid expenses

 

 

 

 

5,040

 

 

 

 

 

 

151,966,133

 

Liabilities ($):

 

 

 

 

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

 

118,485

 

Liability for securities on loan—Note 1(b)

 

386,235

 

Payable for shares of Beneficial Interest redeemed

 

94,710

 

Trustees’ fees and expenses payable

 

2,286

 

Other accrued expenses

 

 

 

 

76,235

 

 

 

 

 

 

677,951

 

Net Assets ($)

 

 

151,288,182

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

127,765,060

 

Total distributable earnings (loss)

 

 

 

 

23,523,122

 

Net Assets ($)

 

 

151,288,182

 

       

Net Asset Value Per Share

Initial Shares

Service Shares

 

Net Assets ($)

76,834,535

74,453,647

 

Shares Outstanding

4,122,601

4,017,892

 

Net Asset Value Per Share ($)

18.64

18.53

 

 

 

 

 

See notes to financial statements.

 

 

 

14

 

STATEMENT OF OPERATIONS
Year Ended December 31, 2019

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $3,894 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

2,355,847

 

Affiliated issuers

 

 

17,519

 

Income from securities lending—Note 1(b)

 

 

22,983

 

Interest

 

 

361

 

Total Income

 

 

2,396,710

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

1,127,256

 

Distribution fees—Note 3(b)

 

 

182,521

 

Professional fees

 

 

86,345

 

Prospectus and shareholders’ reports

 

 

29,933

 

Trustees’ fees and expenses—Note 3(c)

 

 

13,365

 

Chief Compliance Officer fees—Note 3(b)

 

 

11,793

 

Custodian fees—Note 3(b)

 

 

4,430

 

Loan commitment fees—Note 2

 

 

3,498

 

Shareholder servicing costs—Note 3(b)

 

 

1,457

 

Registration fees

 

 

524

 

Miscellaneous

 

 

13,880

 

Total Expenses

 

 

1,475,002

 

Investment Income—Net

 

 

921,708

 

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

 

 

Net realized gain (loss) on investments

(2,572,437)

 

Net change in unrealized appreciation (depreciation) on investments

28,415,232

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

25,842,795

 

Net Increase in Net Assets Resulting from Operations

 

26,764,503

 

 

 

 

 

 

 

 

See notes to financial statements.

         

15

 

STATEMENT OF CHANGES IN NET ASSETS

                   

 

 

 

 

Year Ended December 31,

 

 

 

 

2019

 

2018

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

921,708

 

 

 

774,011

 

Net realized gain (loss) on investments

 

(2,572,437)

 

 

 

10,954,767

 

Net change in unrealized appreciation
(depreciation) on investments

 

28,415,232

 

 

 

(36,858,835)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

26,764,503

 

 

 

(25,130,057)

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Initial Shares

 

 

(6,099,962)

 

 

 

(10,986,089)

 

Service Shares

 

 

(5,546,134)

 

 

 

(9,034,600)

 

Total Distributions

 

 

(11,646,096)

 

 

 

(20,020,689)

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Initial Shares

 

 

3,870,606

 

 

 

6,689,007

 

Service Shares

 

 

10,588,703

 

 

 

11,050,270

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Initial Shares

 

 

6,099,962

 

 

 

10,986,089

 

Service Shares

 

 

5,546,134

 

 

 

9,034,600

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Initial Shares

 

 

(13,408,861)

 

 

 

(13,668,427)

 

Service Shares

 

 

(12,102,125)

 

 

 

(13,088,711)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

594,419

 

 

 

11,002,828

 

Total Increase (Decrease) in Net Assets

15,712,826

 

 

 

(34,147,918)

 

Net Assets ($):

 

Beginning of Period

 

 

135,575,356

 

 

 

169,723,274

 

End of Period

 

 

151,288,182

 

 

 

135,575,356

 

Capital Share Transactions (Shares):

 

Initial Shares

 

 

 

 

 

 

 

 

Shares sold

 

 

216,730

 

 

 

327,514

 

Shares issued for distributions reinvested

 

 

351,583

 

 

 

551,234

 

Shares redeemed

 

 

(752,804)

 

 

 

(684,648)

 

Net Increase (Decrease) in Shares Outstanding

(184,491)

 

 

 

194,100

 

Service Shares

 

 

 

 

 

 

 

 

Shares sold

 

 

600,304

 

 

 

553,063

 

Shares issued for distributions reinvested

 

 

320,957

 

 

 

454,915

 

Shares redeemed

 

 

(685,012)

 

 

 

(653,885)

 

Net Increase (Decrease) in Shares Outstanding

236,249

 

 

 

354,093

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

               

16

 

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. The fund’s total returns do not reflect expenses associated with variable annuity or insurance contracts. These figures have been derived from the fund’s financial statements.

             
     
     
   

Year Ended December 31,

Initial Shares

 

2019

2018

2017

2016

2015

Per Share Data ($):

           

Net asset value, beginning of period

 

16.80

22.56

20.09

18.95

23.03

Investment Operations:

           

Investment income—neta

 

.13

.12

.10

.21

.18

Net realized and unrealized
gain (loss) on investments

 

3.15

(3.19)

2.92

2.50

(.50)

Total from Investment Operations

 

3.28

(3.07)

3.02

2.71

(.32)

Distributions:

           

Dividends from
investment income—net

 

(.12)

(.13)

(.22)

(.21)

(.14)

Dividends from
net realized gain on investments

 

(1.32)

(2.56)

(.33)

(1.36)

(3.62)

Total Distributions

 

(1.44)

(2.69)

(.55)

(1.57)

(3.76)

Net asset value, end of period

 

18.64

16.80

22.56

20.09

18.95

Total Return (%)

 

20.18

(15.49)

15.38

15.47

(2.29)

Ratios/Supplemental Data (%):

           

Ratio of total expenses
to average net assets

 

.86

.86

.87

.85

.85

Ratio of net expenses
to average net assets

 

.86

.86

.87

.85

.85

Ratio of net investment income
to average net assets

 

.73

.59

.50

1.16

.89

Portfolio Turnover Rate

 

82.88

68.02

64.86

65.52

80.27

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

 

76,835

72,374

92,776

123,226

123,354

a Based on average shares outstanding.

See notes to financial statements.

17

 

FINANCIAL HIGHLIGHTS (continued)

             
     
     
   

Year Ended December 31,

Service Shares

 

2019

2018

2017

2016

2015

Per Share Data ($):

           

Net asset value, beginning of period

 

16.71

22.45

20.00

18.88

22.97

Investment Operations:

           

Investment income—neta

 

.09

.07

.06

.17

.15

Net realized and unrealized
gain (loss) on investments

 

3.12

(3.18)

2.90

2.47

(.52)

Total from Investment Operations

 

3.21

(3.11)

2.96

2.64

(.37)

Distributions:

           

Dividends from
investment income—net

 

(.07)

(.07)

(.18)

(.16)

(.10)

Dividends from
net realized gain on investments

 

(1.32)

(2.56)

(.33)

(1.36)

(3.62)

Total Distributions

 

(1.39)

(2.63)

(.51)

(1.52)

(3.72)

Net asset value, end of period

 

18.53

16.71

22.45

20.00

18.88

Total Return (%)

 

19.85

(15.69)

15.04

15.20

(2.52)

Ratios/Supplemental Data (%):

           

Ratio of total expenses
to average net assets

 

1.11

1.11

1.12

1.10

1.10

Ratio of net expenses
to average net assets

 

1.11

1.11

1.12

1.10

1.10

Ratio of net investment income
to average net assets

 

.48

.34

.28

.94

.72

Portfolio Turnover Rate

 

82.88

68.02

64.86

65.52

80.27

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

 

74,454

63,202

76,948

63,972

49,363

a Based on average shares outstanding.

See notes to financial statements.

18

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

MidCap Stock Portfolio (the “fund”) is a separate diversified series of BNY Mellon Investment Portfolios (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering four series, including the fund. The fund is only offered to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. The fund’s investment objective is to seek investment results that are greater than the total return performance of publicly traded common stocks of medium-size domestic companies in the aggregate, as represented by the Standard & Poor’s MidCap 400® Index. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser.

Effective June 3, 2019, the Company changed its name from Dreyfus Investment Portfolios to BNY Mellon Investment Portfolios. In addition, The Dreyfus Corporation, the fund’s investment adviser, changed its name to “BNY Mellon Investment Adviser, Inc.”, MBSC Securities Corporation, the fund’s distributor, changed its name to “BNY Mellon Securities Corporation” and Dreyfus Transfer, Inc., the fund’s transfer agent, changed its name to “BNY Mellon Transfer, Inc.”

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares, which are sold without a sales charge. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Initial and Service. Each class of shares has identical rights and privileges, except with respect to the Distribution Plan, and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the

19

 

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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.

20

 

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 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 Company’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 restricted 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.

21

 

NOTES TO FINANCIAL STATEMENTS (continued)

The following is a summary of the inputs used as of December 31, 2019 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

150,424,925

-

-

150,424,925

Investment Companies

1,389,927

-

-

1,389,927

 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. 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, a subsidiary of BNY Mellon and an affiliate of the Adviser, 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 December 31, 2019, The Bank of New York Mellon earned $4,609 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

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

22

 

(d) 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.

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

As of and during the period ended December 31, 2019, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended December 31, 2019, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended December 31, 2019 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At December 31, 2019, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $893,369, accumulated capital losses $2,590,089 and unrealized appreciation $25,189,468.

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 December 31, 2019. The fund has $2,590,089 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 December 31, 2019 and December 31, 2018 were as

23

 

NOTES TO FINANCIAL STATEMENTS (continued)

follows: ordinary income $799,710 and $4,070,215, and long-term capital gains $10,846,386 and $15,950,474, respectively.

(f) New Accounting Pronouncements: Effective June 1, 2019, the fund adopted Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The update provides guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. The adoption of ASU 2018-13 had no impact on the operations of the fund for the period ended December 31, 2019.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $1.030 billion 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 $830 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is in amount equal to $200 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 December 31, 2019, the fund did not borrow under the Facilities.

NOTE 3—Management Fee and Other Transactions with Affiliates:

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

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Service shares pay the Distributor for distributing its shares, for servicing and/or maintaining Service shares’ shareholder accounts and for advertising and marketing for Service shares. The Distribution Plan provides for payments to be made at an annual rate of .25% of the value of the Service shares’ average daily net assets. The Distributor may make payments to Participating Insurance Companies and to brokers and dealers acting as principal underwriter for their variable insurance products. The

24

 

fees payable under the Distribution Plan are payable without regard to actual expenses incurred. During the period ended December 31, 2019, Service shares were charged $182,521 pursuant to the Distribution 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. The fund had an arrangement with the custodian to receive earnings credits when positive cash balances were maintained, which were used to offset custody fees. Effective February 1, 2019, the arrangement with the custodian changed whereby the fund will no longer receive earnings credits to offset its custody fees and will receive interest income or overdraft fees going forward. For financial reporting purposes, the fund includes net earnings credits, if any, as an expense offset 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 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 December 31, 2019, the fund was charged $1,259 for transfer agency services. 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 December 31, 2019, the fund was charged $4,430 pursuant to the custody agreement.

During the period ended December 31, 2019, the fund was charged $11,793 for services performed by the Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $97,388, Distribution Plan fees of $16,052, custodian fees of $1,600, Chief Compliance Officer fees of $3,261 and transfer agency fees of $184.

(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.

25

 

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 December 31, 2019, amounted to $123,316,850 and $133,183,356, respectively.

At December 31, 2019, the cost of investments for federal income tax purposes was $126,625,384; accordingly, accumulated net unrealized depreciation on investments was $25,189,468, consisting of $28,622,646 gross unrealized appreciation and $3,433,178 gross unrealized depreciation.

26

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of MidCap Stock Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MidCap Stock Portfolio (the “Fund”) (one of the funds constituting BNY Mellon Investment Portfolios), including the statements of investments and investments in affiliated issuers, as of December 31, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Investment Portfolios) at December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others 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. We believe that our audits provide a reasonable basis for our opinion.

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

New York, New York
February 10, 2020

27

 

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the portfolio hereby reports 100% of the ordinary dividends paid during the fiscal year ended December 31, 2019 as qualifying for the corporate dividends received deduction. Shareholders will receive notification in early 2020 of the percentage applicable to the preparation of their 2019 income tax returns. Also, the fund hereby $1.3238 per share as a long-term capital gain distribution paid on March 20, 2019.

28

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Trustees held on July 23-24, 2019, the Board considered the renewal of the fund’s Management Agreement pursuant to which the Adviser provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser. In considering the renewal of the Agreement, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information provided to it at the meeting and in previous presentations from representatives of the Adviser regarding the nature, extent, and quality of the services provided to funds in the BNY Mellon fund complex. The Adviser provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. The Adviser also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the BNY Mellon fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or the Adviser) and the Adviser’s corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that the Adviser also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered the Adviser’s extensive administrative, accounting and compliance infrastructures. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended May 31, 2019, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to

29

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)

select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds. They also considered that performance generally should be considered over longer periods of time, although it is possible that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to affect disproportionately long-term performance. The Board discussed with representatives of the Adviser and/or its affiliates the results of the comparisons and considered that the fund’s total return performance was below the Performance Group and Performance Universe medians for all periods, except the ten-year period when performance was above the Performance Group and Performance Universe medians. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index, and it was considered that the fund’s returns were above the returns of the index in five of the ten calendar years shown.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board considered that the fund’s contractual management fee was at the Expense Group median, the fund’s actual management fee was below the Expense Group and Expense Universe medians and the fund’s total expenses were slightly above the Expense Group and the Expense Universe medians.

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

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

30

 

where any economies of scale might emerge in connection with the management of a fund.

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreement, considered in relation to the mix of services provided by the Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreement and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have realized any economies of scale would be less. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser from acting as investment adviser and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreement. Based on the discussions and considerations as described above, the Board concluded and determined as follows.

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

· The Board agreed to closely monitor performance and determined to approve renewal of the Agreement only until the first quarter 2020 regular Board meeting.

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

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

In evaluating the Agreement, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and

31

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)

other interactions with the Adviser and its affiliates, of the Adviser and the services provided to the fund by the Adviser. The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreement, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of the Agreement for the fund, or substantially similar agreements for other BNY Mellon funds that the Board oversees, during which lengthy discussions took place between the Board and representatives of the Adviser. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the fund’s arrangements, or substantially similar arrangements for other BNY Mellon funds that the Board oversees, in prior years. The Board determined to renew the Agreement through the first quarter 2020 regular Board meeting.

32

 

BOARD MEMBERS INFORMATION (Unaudited)
INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (76)
Chairman of the Board (1995)
Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (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: 118

———————

Francine J. Bovich (68)
Board Member (2015)
Principal Occupation During Past 5 Years:

· Trustee, The Bradley Trusts, private trust funds (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: 69

———————

J. Charles Cardona (64)
Board Member (2014)
Principal Occupation During Past 5 Years:

· President of the Adviser (2008-2016)

· Chairman (2013-2016) and Executive Vice President (1997-2013) of the Distributor

Other Public Company Board Memberships During Past 5 Years:

· BNY Mellon Liquidity Funds, Chairman and Director (2019-Present)

No. of Portfolios for which Board Member Serves: 33

———————

Gordon J. Davis (78)
Board Member (2012)
Principal Occupation During Past 5 Years:

· Partner in the law firm of Venable LLP (2012-Present)

Other Public Company Board Memberships During Past 5 Years:

· Consolidated Edison, Inc., a utility company, Director (1989-2014)

· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)

No. of Portfolios for which Board Member Serves: 53

———————

33

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)
INDEPENDENT BOARD MEMBERS (continued)

Andrew J. Donohue (69)
Board Member (2019)
Principal Occupation During Past 5 Years:

· Of Counsel, Shearman & Sterling LLP (2017-2019)

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

· Managing Director and Investment Company General Counsel of Goldman Sachs (2012-2015)

Other Public Company Board Memberships During Past 5 Years:

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

No. of Portfolios for which Board Member Serves: 55

———————

Isabel P. Dunst (72)
Board Member (2014)
Principal Occupation During Past 5 Years:

· Senior Counsel, Hogan Lovells LLP (2018-2019); Of Counsel (2015-2018); Partner (1990-2014)

No. of Portfolios for which Board Member Serves: 33

———————

Nathan Leventhal (76)
Board Member (2009)
Principal Occupation During Past 5 Years:

· President Emeritus of Lincoln Center for the Performing Arts (2001-Present)

· President of the Palm Beach Opera (2016-Present)

· Chairman of the Avery Fisher Artist Program, Lincoln Center (1997-2014)

Other Public Company Board Memberships During Past 5 Years:

· Movado Group, Inc., a public company that designs, sources, markets and distributes watches Director (2003-Present)

No. of Portfolios for which Board Member Serves: 47

———————

Robin A. Melvin (56)
Board Member (2014)
Principal Occupation During Past 5 Years:

· Co-chairman, Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois (2014-Present); Board member (2013-Present)

No. of Portfolios for which Board Member Serves: 96

———————

34

 

Roslyn M. Watson (70)
Board Member (2014)
Principal Occupation During Past 5 Years:

· Principal, Watson Ventures, Inc., a real estate investment company (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: 55

———————

Benaree Pratt Wiley (73)
Board Member (2009)
Principal Occupation During Past 5 Years:

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

No. of Portfolios for which Board Member Serves: 75

———————

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.

Clifford L. Alexander, Jr., Emeritus Board Member
Whitney I. Gerard, Emeritus Board Member
George L. Perry, Emeritus Board Member

35

 

OFFICERS OF THE FUND (Unaudited)

RENEE LAROCHE-MORRIS, President since May 2019.

President and a director of BNY Mellon Investment Adviser, Inc. since January 2018. She is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser. She is 48 years old and has been an employee of BNY Mellon since 2003.

JAMES WINDELS, Treasurer since November 2001.

Director- BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 61 years old and has been an employee of the Adviser since April 1985.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.

Chief Legal Officer of the Adviser and Associate General Counsel and Managing Director of BNY Mellon since June 2015; Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division from June 2005 to June 2015, and as Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 48 years old and has been an employee of the Adviser since June 2015.

DAVID DIPETRILLO, Vice President since May 2019.

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; Head of US Retail Product and Channel Marketing, BNY Mellon Investment Management from January 2014 to December 2015. He is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser. He is 41 years old and has been an employee of BNY Mellon since 2005.

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

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 53 years old and has been an employee of the Adviser since December 1996.

SONALEE CROSS, Vice President and Assistant Secretary since March 2018.

Counsel of BNY Mellon since October 2016; Associate at Proskauer Rose LLP from April 2016 to September 2016; Attorney at EnTrust Capital from August 2015 to February 2016; Associate at Sidley Austin LLP from September 2013 to August 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 32 years old and has been an employee of the Adviser since October 2016.

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; Trustee Associate at BNY Mellon Trust Company (Ireland) Limited from August 2013 to February 2016. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 29 years old and has been an employee of the Adviser since August 2018.

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

Managing Counsel of BNY Mellon since December 2017, Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 44 years old and has been an employee of the Adviser since March 2013.

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

Senior Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 54 years old and has been an employee of the Adviser since October 1990.

PETER M. SULLIVAN, Vice President and Assistant Secretary since March 2019.

Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 51 years old and has been an employee of the Adviser since April 2004.

36

 

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

Managing Counsel of BNY Mellon since December 2019; Counsel of BNY Mellon from May 2016 to December 2019; Attorney at Wildermuth Endowment Strategy Fund/Wildermuth Advisory, LLC from November 2015 to May 2016 and Assistant General Counsel at RCS Advisory Services from July 2014 to November 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 34 years old and has been an employee of the Adviser since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager - BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 51 years old and has been an employee of the Adviser since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2002.

Senior Accounting Manager- BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 55 years old and has been an employee of the Adviser since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 52 years old and has been an employee of the Adviser since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 52 years old and has been an employee of the Adviser since November 1990.

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

Chief Compliance Officer of the Adviser, the BNY Mellon Family of Funds and BNY Mellon Funds Trust (63 investment companies, comprised of 141 portfolios). He is 62 years old and has served in various capacities with the Adviser since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

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 since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor. She is an officer of 56 investment companies (comprised of 134 portfolios) managed by the Adviser. She is 51 years old and has been an employee of the Distributor since 1997.

37

 

For More Information

BNY Mellon Investment Portfolios, MidCap Stock Portfolio
240 Greenwich Street
New York, NY 10286

Adviser
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, NY 10286

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


Telephone 1-800-258-4260 or 1-800-258-4261

Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 Attn: Institutional Services Department

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

Internet Information can be viewed online or downloaded at www.bnymellonim.com/us

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.bnymellonim.com/us and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.

   

© 2020 BNY Mellon Securities Corporation
0174AR1219

 


 

BNY Mellon Investment Portfolios, Small Cap Stock Index Portfolio

 

ANNUAL REPORT

December 31, 2019

 

 

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

FOR MORE INFORMATION

 

Back Cover

 

       
 


BNY Mellon Investment Portfolios, Small Cap Stock Index Portfolio

 

The Fund

A LETTER FROM THE PRESIDENT OF BNY MELLON INVESTMENT ADVISER, INC.

Dear Shareholder:

We are pleased to present this annual report for BNY Mellon Investment Portfolios, Small Cap Stock Index Portfolio (formerly, Dreyfus Investment Portfolios, Small Cap Stock Index Portfolio), covering the 12-month period from January 1, 2019 through December 31, 2019. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

In January 2019, a pivot in stance from the U.S. Federal Reserve (the “Fed”) helped stimulate a rebound across equity markets that continued into the second quarter of the year. However, escalating trade tensions disrupted equity markets in May. The dip was short-lived, as markets rose once again in June and July of 2019, when a trade deal appeared more likely and the pace of U.S. economic growth remained steady. Nevertheless, concerns continued to emerge over slowing global growth, resulting in bouts of market volatility in August 2019. Stocks rebounded in September and continued an upward path through most of October 2019, bolstered by central bank policy and consistent consumer spending. The rally generally continued through the end of the period, supported in part by an announcement from President Trump that the first phase of a trade deal with China was in process. U.S. equity markets reached new highs during the final months of the period.

In fixed-income markets, the year began with a recovery from the prior months’ volatility. After the Fed’s supportive statements in January 2019, other developed-market central banks followed suit and reiterated their abilities to buttress flagging growth rates by continuing accommodative policies. The Fed cut rates in July, September and October 2019, for a total 75 basis point reduction in the federal funds rate during the 12 months. Rates across much of the Treasury curve saw a slight increase during the month of November, and the long end of the curve rose in December. The yield curve steepened during the latter portion of the period. However, demand for fixed-income instruments during the year was strong, which helped to support positive bond market returns.

We believe that over the near term, the outlook for the U.S. remains positive, but we will monitor relevant data for any signs of a change. As always, we encourage you to discuss the risks and opportunities in today’s investment environment with your financial advisor.

Thank you for your continued confidence and support.

Sincerely,

Renee LaRoche-Morris
President
BNY Mellon Investment Adviser, Inc.
January 15, 2020

2

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from January 1, 2019 through December 31, 2019, as provided by portfolio managers Thomas J. Durante, CFA, Karen Q. Wong, CFA and Richard A. Brown, CFA, of Mellon Investments Corporation, Sub-Investment Adviser

Market and Fund Performance Overview

For the 12-month period ended December 31, 2019, BNY Mellon Investment Portfolios, Small Cap Stock Index Portfolio (formerly, Dreyfus Investment Portfolios, Small Cap Stock Index Portfolio) produced a total return of 22.21%.1 In comparison, the fund’s benchmark, the S&P SmallCap 600® Index (the “Index”), produced a 22.78% total return for the same period.2,3

Small-cap stocks gained over the reporting period, in an environment of moderate economic growth and supportive central bank policy. The difference in returns between the fund and the Index was primarily the result of transaction costs and operating expenses that are not reflected in the Index’s results.

The Fund’s Investment Approach

The fund seeks to match the performance of the Index. To pursue its goal, the fund generally invests in all of the stocks that comprise the Index. The fund generally invests in all 600 stocks in the Index in proportion to their weighting in the Index; however, at times, the fund may invest in a representative sample of stocks included in the Index. Under these circumstances, the fund expects to invest in approximately 500 or more of the stocks in the Index.

Markets Pivot on Central Bank Statements and Trade Policy

January 2019 marked a turnaround in the markets. Talk of a potential trade deal between the U.S. and China helped fuel investor optimism, as equity prices recovered from fourth quarter 2018 volatility. At its first meeting of the year, the U.S. Federal Reserve (the “Fed”) emphasized its focus on data as a primary driver for rate-hike decisions, and its ability to suspend additional rate increases when the data is not supportive. These sentiments reassured investors of central bankers’ commitments to support flagging growth. In addition, the European Central Bank announced it would provide additional stimulus to support the eurozone economy. China also announced plans to stoke its slowing economic growth rate. The rebound continued throughout the month of January 2019, and equity markets maintained an upward trajectory through April 2019. However, renewed trade tensions between the U.S. and China in May caused stocks to pull back once again. The dip was short-lived, as markets rose once again in June.

However, concerns over slowing economic growth continued, and inflation floundered. The Fed decided to provide additional stimulus by cutting the federal funds rate. It did so three

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

times during the period, each time by 25 basis points. These cuts occurred in July, September and October. Supported by rate cuts, moderate economic growth and optimism regarding a preliminary trade agreement with China, equity markets went on to post solid gains during the last several months of the year.

According to the S&P family of indices, large-cap stocks generally outperformed their mid- and small-cap counterparts during the period.

Information Technology Sector Leads the U.S. Small-Cap Market

During the 12-month period, the S&P 600 Index posted strong returns. Most sectors within the index delivered positive results. The industrials sector led the index, with companies in the aerospace and defense industry posting some of the best returns. Smaller organizations within the industry have benefited from merger and acquisition activity, with larger companies purchasing them to expand their existing product lines or gain access to newly developed technology. In the machinery industry, companies engaged in making customized technological components for food product manufacturing performed well. Elsewhere in the sector, electronic defense system manufacturers also generally provided strong returns. Information technology companies, particularly those involved in semiconductors and semiconductor equipment, also outperformed the overall market. Reduced trade with China provided an opportunity for U.S. companies to bring products to market that were traditionally provided by China, such as solar panels and computer chips. Electronic equipment manufacturers also outperformed, particularly those making components for communication infrastructure, automobiles and consumer electronics. Banks were a leading performer within the financials sector. The low rate environment benefited banks, as the frequency of mortgage refinancing increased after a dip in 2018. Mortgage insurers and debt collectors also posted strong returns, as did insurers.

Conversely, some sectors posted negative results during the year. Energy was the worst performing sector. Concerns over slowing economic growth and product demand, particularly in Europe and Japan, weighed on valuations. There were also issues with oversupply. U.S. stockpiles continued to grow, even as the price of oil fell, hurting exploration and production companies. Offshore drillers were also affected. In the communication services sector, wireline telecommunications companies have seen shrinking sales and decreasing growth prospects. Many such companies have been eliminating their dividends. In the entertainment industry, small movie theater chains also saw falling stock prices. Year-over-year movie ticket sales fell during 2019, hurting revenues.

Replicating the Performance of the Index

Although we do not actively manage the fund’s investments in response to macroeconomic trends, it is worth noting that the U.S. economy remains supported by a strong labor market and sound corporate balance sheets. However, the small-cap stock market’s currently constructive conditions could be undermined by unexpected political and economic

4

 

developments. As always, we have continued to monitor the factors considered by the fund’s investments.

January 15, 2020

1 Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection with investing in variable insurance contracts, which will reduce returns. BNY Mellon Investment Adviser, Inc. has agreed to pay all of the fund’s expenses except management fees, Rule 12b-1 fees, and certain other expenses, including fees and expenses of the non-interested board members and their counsel.

2 Source: Lipper Inc. — The S&P SmallCap 600® Index measures the small-cap segment of the U.S. equity market. The Index is designed to track companies that meet specific inclusion criteria to ensure that they are liquid and financially viable. Investors cannot invest directly in any index.

3 “Standard & Poor’s®,” “S&P®,” and “Standard & Poor’s® SmallCap 600 Index” are trademarks of Standard & Poor’s Financial Services LLC (“Standard & Poor’s”) and have been licensed for use by the fund. The fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s, and Standard & Poor’s makes no representation regarding the advisability of investing in the fund.

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

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.

The fund is only available as a funding vehicle under variable life insurance policies or variable annuity contracts issued by insurance companies. Individuals may not purchase shares of the fund directly. A variable annuity is an insurance contract issued by an insurance company that enables investors to accumulate assets on a tax-deferred basis for retirement or other long-term goals. The investment objective and policies of BNY Mellon Investment Portfolios, Small Cap Stock Index Portfolio made available through insurance products may be similar to those of other funds managed by BNY Mellon Investment Adviser, Inc. However, the investment results of the fund may be higher or lower than, and may not be comparable to, those of any other BNY Mellon Investment Adviser, Inc. fund.

5

 

FUND PERFORMANCE (Unaudited)



Comparison of change in value of a $10,000 investment in BNY Mellon Investment Portfolios, Small Cap Stock Index Portfolio with a hypothetical investment of $10,000 in the S&P SmallCap 600® Index (the “Index”)

 Source: Lipper Inc.

Past performance is not predictive of future performance. The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection with investing in variable insurance contracts which will reduce returns.

The above graph compares a hypothetical $10,000 investment made in BNY Mellon Investment Portfolios, Small Cap Stock Index Portfolio on 12/31/09 to a hypothetical investment of $10,000 made in the Index on that date.

The fund’s performance shown in the line graph above takes into account all applicable fees and expenses. The Index measures the small-cap segment of the U.S. equity market. The Index is designed to track companies that meet specific inclusion criteria to ensure that they are liquid and financially viable. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

       

Average Annual Total Returns as of 12/31/19

 

 

1 Year

5 Years

10 Years

Portfolio

22.21%

8.96%

12.77%

S&P SmallCap 600® Index

22.78%

9.56%

13.35%

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.bnymellonim.com/us for the fund’s most recent month-end returns.

The fund is subject to a 0.25% annual Rule 12b-1 fee. All dividends and capital gain distributions are reinvested.

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

6

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads), redemption fees and expenses associated with variable annuity or insurance contracts, 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 Investment Portfolios, Small Cap Stock Index Portfolio from July 1, 2019 to December 31, 2019. 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 December 31, 2019

 

 

 

 

 

 

 

 

 

Expense paid per $1,000

$3.14

 

Ending value (after expenses)

$1,077.40

 

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 December 31, 2019

 

 

 

 

 

 

 

 

 

Expense paid per $1,000

$3.06

 

Ending value (after expenses)

$1,022.18

 

†  Expenses are equal to the fund’s annualized expense ratio of .60%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

7

 

STATEMENT OF INVESTMENTS
December 31, 2019

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1%

         

Automobiles & Components - 2.1%

         

American Axle & Manufacturing Holdings

     

82,241

a,b

884,913

 

Cooper Tire & Rubber

     

36,437

a

1,047,564

 

Cooper-Standard Holdings

     

12,373

b

410,289

 

Dorman Products

     

21,266

a,b

1,610,262

 

Fox Factory Holding

     

28,372

a,b

1,973,840

 

Garrett Motion

     

55,456

b

554,005

 

Gentherm

     

23,569

b

1,046,228

 

LCI Industries

     

18,297

 

1,960,158

 

Motorcar Parts of America

     

13,805

a,b

304,124

 

Standard Motor Products

     

14,676

 

781,057

 

Winnebago Industries

     

24,726

a

1,309,983

 
       

11,882,423

 

Banks - 11.3%

         

Allegiance Bancshares

     

13,551

a,b

509,518

 

Ameris Bancorp

     

48,327

 

2,055,831

 

Axos Financial

     

39,598

b

1,199,027

 

Banc of California

     

32,054

 

550,688

 

Banner

     

27,226

 

1,540,719

 

Berkshire Hills Bancorp

     

30,901

 

1,016,025

 

Boston Private Financial Holdings

     

61,893

 

744,573

 

Brookline Bancorp

     

57,577

 

947,717

 

Cadence BanCorp

     

93,801

 

1,700,612

 

Central Pacific Financial

     

20,959

 

619,967

 

City Holding

     

11,839

 

970,206

 

Columbia Banking System

     

52,350

 

2,129,860

 

Community Bank System

     

37,723

a

2,676,070

 

Customers Bancorp

     

20,597

b

490,415

 

CVB Financial

     

96,584

 

2,084,283

 

Dime Community Bancshares

     

22,759

 

475,436

 

Eagle Bancorp

     

24,568

 

1,194,742

 

First BanCorp

     

159,124

 

1,685,123

 

First Commonwealth Financial

     

73,174

 

1,061,755

 

First Financial Bancorp

     

72,011

a

1,831,960

 

First Midwest Bancorp

     

80,925

 

1,866,130

 

Flagstar Bancorp

     

25,680

 

982,260

 

Franklin Financial Network

     

9,492

 

325,860

 

Glacier Bancorp

     

62,652

a

2,881,365

 

Great Western Bancorp

     

40,686

 

1,413,432

 

Hanmi Financial

     

23,582

 

471,522

 

Heritage Financial

     

26,409

a

747,375

 

8

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Banks - 11.3% (continued)

         

HomeStreet

     

17,708

b

602,072

 

Hope Bancorp

     

93,275

 

1,386,066

 

Independent Bank

     

24,945

 

2,076,671

 

Meta Financial Group

     

25,030

 

913,845

 

National Bank Holdings, Cl. A

     

22,341

 

786,850

 

NBT Bancorp

     

32,216

a

1,306,681

 

NMI Holdings, Cl. A

     

49,602

b

1,645,794

 

Northfield Bancorp

     

32,389

 

549,317

 

Northwest Bancshares

     

72,335

a

1,202,931

 

OFG Bancorp

     

36,804

 

868,942

 

Old National Bancorp

     

123,448

 

2,257,864

 

Opus Bank

     

15,453

 

399,769

 

Pacific Premier Bancorp

     

42,914

 

1,399,211

 

Preferred Bank

     

9,664

 

580,710

 

Provident Financial Services

     

43,243

 

1,065,940

 

S&T Bancorp

     

28,442

a

1,145,928

 

Seacoast Banking Corp. of Florida

     

38,227

b

1,168,599

 

ServisFirst Bancshares

     

33,799

a

1,273,546

 

Simmons First National, Cl. A

     

83,258

a

2,230,482

 

Southside Bancshares

     

23,187

a

861,165

 

Tompkins Financial

     

8,886

a

813,069

 

Triumph Bancorp

     

16,619

b

631,854

 

TrustCo Bank

     

68,834

 

596,791

 

United Community Banks

     

57,793

 

1,784,648

 

Veritex Holdings

     

35,063

 

1,021,385

 

Walker & Dunlop

     

21,045

 

1,361,191

 

Westamerica Bancorporation

     

19,704

a

1,335,340

 
       

65,439,132

 

Capital Goods - 11.8%

         

AAON

     

29,377

a

1,451,518

 

AAR

     

24,175

 

1,090,292

 

Actuant, Cl. A

     

39,670

 

1,032,610

 

Aegion

     

22,776

b

509,499

 

Aerojet Rocketdyne Holdings

     

52,579

a,b

2,400,757

 

AeroVironment

     

15,659

a,b

966,787

 

Alamo Group

     

6,945

 

871,945

 

Albany International, Cl. A

     

22,688

 

1,722,473

 

American Woodmark

     

11,437

b

1,195,281

 

Apogee Enterprises

     

19,648

 

638,560

 

Applied Industrial Technologies

     

28,276

 

1,885,726

 

Arcosa

     

35,638

 

1,587,673

 

Astec Industries

     

16,488

 

692,496

 

AZZ

     

19,427

 

892,671

 

9

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Capital Goods - 11.8% (continued)

         

Barnes Group

     

35,187

 

2,180,187

 

Briggs & Stratton

     

31,187

a

207,705

 

Chart Industries

     

26,177

b

1,766,686

 

CIRCOR International

     

14,797

b

684,213

 

Comfort Systems USA

     

26,858

 

1,338,871

 

Cubic

     

23,195

a

1,474,506

 

DXP Enterprises

     

12,055

b

479,910

 

Encore Wire

     

15,628

 

897,047

 

EnPro Industries

     

15,384

 

1,028,882

 

ESCO Technologies

     

18,943

 

1,752,227

 

Federal Signal

     

44,866

 

1,446,928

 

Franklin Electric

     

28,057

 

1,608,227

 

Gibraltar Industries

     

23,709

b

1,195,882

 

GMS

     

30,900

b

836,772

 

Granite Construction

     

32,286

a

893,354

 

Griffon

     

30,359

a

617,198

 

Harsco

     

56,753

b

1,305,887

 

Hillenbrand

     

54,578

 

1,817,993

 

Insteel Industries

     

13,825

 

297,099

 

John Bean Technologies

     

23,146

a

2,607,628

 

Kaman

     

20,496

 

1,351,096

 

Lindsay

     

7,775

a

746,322

 

Lydall

     

13,646

b

280,016

 

Moog, Cl. A

     

23,383

 

1,995,271

 

Mueller Industries

     

41,444

 

1,315,847

 

MYR Group

     

12,665

b

412,752

 

National Presto Industries

     

3,831

a

338,622

 

Park Aerospace

     

15,222

a

247,662

 

Patrick Industries

     

16,273

a

853,193

 

PGT Innovations

     

43,912

b

654,728

 

Powell Industries

     

6,411

 

314,075

 

Proto Labs

     

19,402

b

1,970,273

 

Quanex Building Products

     

23,986

 

409,681

 

Raven Industries

     

26,683

 

919,496

 

Simpson Manufacturing

     

29,714

 

2,383,954

 

SPX

     

32,461

b

1,651,616

 

SPX FLOW

     

31,362

b

1,532,661

 

Standex International

     

9,322

 

739,701

 

Tennant

     

13,522

 

1,053,634

 

The Greenbrier Companies

     

24,155

 

783,347

 

Titan International

     

37,963

 

137,426

 

Triumph Group

     

35,877

 

906,612

 

Universal Forest Products

     

44,920

 

2,142,684

 

10

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Capital Goods - 11.8% (continued)

         

Veritiv

     

9,167

b

180,315

 

Vicor

     

13,222

a,b

617,732

 

Wabash National

     

39,574

a

581,342

 

Watts Water Technologies, Cl. A

     

20,363

 

2,031,413

 
       

67,926,961

 

Commercial & Professional Services - 3.3%

         

ABM Industries

     

48,549

 

1,830,783

 

Brady, Cl. A

     

36,576

 

2,094,342

 

Exponent

     

37,946

 

2,618,653

 

Forrester Research

     

7,770

 

324,009

 

Heidrick & Struggles International

     

14,504

 

471,380

 

Interface

     

42,252

 

700,961

 

Kelly Services, Cl. A

     

24,112

 

544,449

 

Korn Ferry

     

40,053

 

1,698,247

 

Matthews International, Cl. A

     

22,473

a

857,794

 

Mobile Mini

     

31,823

 

1,206,410

 

Pitney Bowes

     

127,053

a

512,024

 

R.R. Donnelley & Sons

     

52,492

 

207,343

 

Resources Connection

     

22,668

 

370,168

 

Team

     

22,869

b

365,218

 

TrueBlue

     

27,766

b

668,050

 

UniFirst

     

11,111

 

2,244,200

 

US Ecology

     

19,210

 

1,112,451

 

Viad

     

14,722

 

993,735

 
       

18,820,217

 

Consumer Durables & Apparel - 4.8%

         

Callaway Golf

     

69,322

a

1,469,626

 

Cavco Industries

     

6,300

b

1,230,894

 

Century Communities

     

19,498

a,b

533,270

 

Crocs

     

49,746

b

2,083,860

 

Ethan Allen Interiors

     

18,853

 

359,338

 

Fossil Group

     

35,300

a,b

278,164

 

G-III Apparel Group

     

31,754

b

1,063,759

 

Installed Building Products

     

15,633

b

1,076,645

 

iRobot

     

20,464

a,b

1,036,092

 

Kontoor Brands

     

34,332

a

1,441,601

 

La-Z-Boy

     

34,295

 

1,079,607

 

LGI Homes

     

14,667

b

1,036,224

 

M.D.C. Holdings

     

36,740

 

1,401,998

 

M/I Homes

     

20,608

b

810,925

 

Meritage Homes

     

26,594

b

1,625,159

 

Movado Group

     

12,639

a

274,772

 

Oxford Industries

     

12,364

a

932,493

 

11

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Consumer Durables & Apparel - 4.8% (continued)

         

Steven Madden

     

57,067

 

2,454,452

 

Sturm Ruger & Co.

     

12,391

 

582,749

 

TopBuild

     

24,664

b

2,542,365

 

Tupperware Brands

     

37,508

 

321,819

 

Unifi

     

11,057

b

279,300

 

Universal Electronics

     

10,467

b

547,005

 

Vera Bradley

     

17,285

a,b

203,963

 

Vista Outdoor

     

43,637

b

326,405

 

William Lyon Homes, Cl. A

     

24,556

b

490,629

 

Wolverine World Wide

     

59,035

 

1,991,841

 
       

27,474,955

 

Consumer Services - 2.3%

         

American Public Education

     

11,257

b

308,329

 

BJ‘s Restaurants

     

13,737

a

521,457

 

Bloomin‘ Brands

     

63,892

a

1,410,096

 

Career Education

     

52,336

b

962,459

 

Chuy's Holdings

     

11,245

b

291,470

 

Dave & Buster's Entertainment

     

22,220

a

892,577

 

Dine Brands Global

     

12,492

a

1,043,332

 

El Pollo Loco Holdings

     

15,438

a,b

233,731

 

Fiesta Restaurant Group

     

17,372

a,b

171,809

 

Monarch Casino & Resort

     

8,930

b

433,552

 

Red Robin Gourmet Burgers

     

9,902

b

326,964

 

Regis

     

16,708

a,b

298,572

 

Ruth's Hospitality Group

     

20,641

 

449,251

 

Shake Shack, Cl. A

     

22,600

a,b

1,346,282

 

Strategic Education

     

15,955

 

2,535,249

 

Wingstop

     

21,749

 

1,875,416

 
       

13,100,546

 

Diversified Financials - 3.4%

         

Apollo Commercial Real Estate Finance

     

105,532

a,c

1,930,180

 

ARMOUR Residential REIT

     

43,194

a,c

771,877

 

Blucora

     

35,309

b

922,977

 

Capstead Mortgage

     

69,652

a,c

551,644

 

Donnelley Financial Solutions

     

23,325

b

244,213

 

Encore Capital Group

     

19,713

a,b

697,052

 

Enova International

     

25,469

b

612,784

 

EZCORP, Cl. A

     

39,850

a,b

271,777

 

FGL Holdings

     

94,800

a

1,009,620

 

Granite Point Mortgage Trust

     

39,285

a,c

722,058

 

Greenhill & Co.

     

11,916

a

203,525

 

INTL. FCStone

     

11,921

b

582,102

 

Invesco Mortgage Capital

     

104,559

c

1,740,907

 

12

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Diversified Financials - 3.4% (continued)

         

KKR Real Estate Finance Trust

     

18,159

a,c

370,807

 

New York Mortgage Trust

     

210,999

a,c

1,314,524

 

PennyMac Mortgage Investment Trust

     

73,361

a,c

1,635,217

 

Piper Jaffray

     

10,484

 

838,091

 

PRA Group

     

33,361

a,b

1,211,004

 

Ready Capital

     

25,600

a,c

394,752

 

Redwood Trust

     

82,542

c

1,365,245

 

Virtus Investment Partners

     

4,857

a

591,194

 

Waddell & Reed Financial, Cl. A

     

51,444

a

860,144

 

WisdomTree Investments

     

88,240

 

427,082

 

World Acceptance

     

4,079

a,b

352,426

 
       

19,621,202

 

Energy - 4.2%

         

Archrock

     

92,018

 

923,861

 

Bonanza Creek Energy

     

14,200

a,b

331,428

 

Callon Petroleum

     

285,987

a,b

1,381,315

 

CONSOL Energy

     

17,793

b

258,176

 

Denbury Resources

     

349,650

a,b

493,007

 

Diamond Offshore Drilling

     

50,440

a,b

362,664

 

DMC Global

     

10,772

a

484,094

 

Dril-Quip

     

26,108

b

1,224,726

 

Era Group

     

14,812

b

150,638

 

Exterran

     

22,128

b

173,262

 

Geospace Technologies

     

11,046

b

185,241

 

Green Plains

     

24,515

a

378,266

 

Gulfport Energy

     

102,756

a,b

312,378

 

Helix Energy Solutions Group

     

102,590

b

987,942

 

HighPoint Resources

     

83,872

b

141,744

 

Jagged Peak Energy

     

44,217

a,b

375,402

 

KLX Energy Services Holdings

     

17,186

b

110,678

 

Laredo Petroleum

     

126,379

a,b

362,708

 

Matrix Service

     

19,845

b

454,054

 

McDermott International

     

129,962

a,b

87,932

 

Nabors Industries

     

245,902

 

708,198

 

Newpark Resources

     

63,955

a,b

400,998

 

Noble

     

188,799

b

230,335

 

Oasis Petroleum

     

192,952

a,b

629,024

 

Oceaneering International

     

73,289

b

1,092,739

 

Oil States International

     

44,090

b

719,108

 

Par Pacific Holdings

     

26,735

b

621,321

 

PDC Energy

     

42,412

a,b

1,109,922

 

Penn Virginia

     

10,148

b

307,992

 

ProPetro Holding

     

58,709

b

660,476

 

13

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Energy - 4.2% (continued)

         

QEP Resources

     

173,103

 

778,963

 

Range Resources

     

148,220

a

718,867

 

Renewable Energy Group

     

28,191

a,b

759,747

 

REX American Resources

     

3,833

b

314,153

 

Ring Energy

     

44,566

a,b

117,654

 

RPC

     

38,561

a,b

202,060

 

SEACOR Holdings

     

12,691

b

547,617

 

SM Energy

     

78,404

 

881,261

 

Southwestern Energy

     

372,793

a,b

902,159

 

SRC Energy

     

175,572

b

723,357

 

Talos Energy

     

15,100

a,b

455,265

 

TETRA Technologies

     

96,062

b

188,282

 

US Silica Holdings

     

54,697

a

336,387

 

Valaris

     

144,155

a

945,657

 

Whiting Petroleum

     

64,289

a,b

471,881

 
       

24,002,939

 

Food & Staples Retailing - .6%

         

PriceSmart

     

16,394

 

1,164,302

 

SpartanNash

     

27,486

 

391,401

 

The Andersons

     

23,821

 

602,195

 

The Chefs' Warehouse

     

18,748

b

714,486

 

United Natural Foods

     

38,562

a,b

337,803

 
       

3,210,187

 

Food, Beverage & Tobacco - 2.4%

         

B&G Foods

     

45,876

a

822,557

 

Calavo Growers

     

11,843

a

1,072,857

 

Cal-Maine Foods

     

21,966

a

939,046

 

Coca-Cola Consolidated

     

3,454

 

981,109

 

Darling Ingredients

     

119,123

b

3,344,974

 

Fresh Del Monte Produce

     

22,500

 

787,050

 

J&J Snack Foods

     

11,008

a

2,028,444

 

John B. Sanfilippo & Son

     

6,327

 

577,529

 

MGP Ingredients

     

9,462

 

458,434

 

National Beverage

     

8,678

a,b

442,752

 

Seneca Foods, Cl. A

     

4,933

b

201,217

 

Universal

     

17,842

 

1,018,065

 

Vector Group

     

82,949

 

1,110,687

 
       

13,784,721

 

Health Care Equipment & Services - 7.6%

         

Addus HomeCare

     

9,758

b

948,673

 

AMN Healthcare Services

     

34,502

b

2,149,820

 

AngioDynamics

     

28,392

b

454,556

 

BioTelemetry

     

24,629

a,b

1,140,323

 

14

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Health Care Equipment & Services - 7.6% (continued)

         

Cardiovascular Systems

     

25,918

b

1,259,356

 

Community Health Systems

     

88,237

a,b

255,887

 

Computer Programs & Systems

     

9,505

 

250,932

 

CONMED

     

20,940

 

2,341,720

 

CorVel

     

6,622

b

578,498

 

Covetrus

     

72,311

a,b

954,505

 

Cross Country Healthcare

     

27,943

b

324,698

 

CryoLife

     

27,637

b

748,686

 

Cutera

     

10,140

b

363,113

 

Diplomat Pharmacy

     

43,913

b

175,652

 

Hanger

     

26,686

b

736,800

 

HealthStream

     

18,341

b

498,875

 

Heska

     

5,162

a,b

495,242

 

HMS Holdings

     

64,610

b

1,912,456

 

Inogen

     

13,454

b

919,312

 

Integer Holdings

     

23,853

b

1,918,497

 

Invacare

     

25,069

 

226,122

 

Lantheus Holdings

     

28,416

b

582,812

 

LeMaitre Vascular

     

12,409

a

446,104

 

LHC Group

     

21,666

b

2,984,708

 

Magellan Health

     

15,788

b

1,235,411

 

Meridian Bioscience

     

32,265

 

315,229

 

Merit Medical Systems

     

40,081

b

1,251,329

 

Mesa Laboratories

     

2,978

a

742,713

 

Natus Medical

     

25,376

b

837,154

 

Neogen

     

38,294

b

2,499,066

 

NextGen Healthcare

     

35,894

b

576,817

 

Omnicell

     

30,816

b

2,518,284

 

OraSure Technologies

     

47,346

b

380,188

 

Orthofix Medical

     

14,087

b

650,538

 

Owens & Minor

     

47,605

 

246,118

 

RadNet

     

30,632

b

621,830

 

Select Medical Holdings

     

77,848

b

1,816,972

 

SurModics

     

9,601

b

397,769

 

Tabula Rasa HealthCare

     

14,069

a,b

684,879

 

Tactile Systems Technology

     

13,967

a,b

942,912

 

The Ensign Group

     

37,017

 

1,679,461

 

The Pennant Group

     

18,735

b

619,566

 

The Providence Service

     

8,387

b

496,343

 

Tivity Health

     

32,173

a,b

654,560

 

U.S. Physical Therapy

     

9,388

a

1,073,518

 

Varex Imaging

     

27,499

b

819,745

 
       

43,727,749

 

15

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Household & Personal Products - 1.3%

         

Avon Products

     

321,034

 

1,810,632

 

Central Garden & Pet

     

6,791

b

210,996

 

Central Garden & Pet, Cl. A

     

28,802

b

845,627

 

Inter Parfums

     

12,916

 

939,122

 

Medifast

     

8,668

a

949,839

 

USANA Health Sciences

     

8,962

b

703,965

 

WD-40

     

10,113

a

1,963,338

 
       

7,423,519

 

Insurance - 2.6%

         

Ambac Financial Group

     

32,825

b

708,035

 

American Equity Investment Life Holding

     

66,679

 

1,995,702

 

AMERISAFE

     

14,136

 

933,400

 

eHealth

     

14,720

b

1,414,298

 

Employers Holdings

     

22,881

 

955,282

 

HCI Group

     

4,326

 

197,482

 

Horace Mann Educators

     

29,767

 

1,299,627

 

James River Group Holdings

     

22,197

 

914,738

 

Kinsale Captial Group

     

15,159

 

1,541,064

 

ProAssurance

     

39,167

 

1,415,495

 

Safety Insurance Group

     

10,641

 

984,612

 

Stewart Information Services

     

17,755

 

724,226

 

Third Point Reinsurance

     

58,076

b

610,960

 

United Fire Group

     

15,512

 

678,340

 

United Insurance Holdings

     

16,471

 

207,699

 

Universal Insurance Holdings

     

21,765

 

609,202

 
       

15,190,162

 

Materials - 4.9%

         

AdvanSix

     

20,669

b

412,553

 

AK Steel Holding

     

228,177

a,b

750,702

 

American Vanguard

     

19,349

a

376,725

 

Balchem

     

23,648

 

2,403,346

 

Boise Cascade

     

28,590

 

1,044,393

 

Century Aluminum

     

37,238

a,b

279,844

 

Clearwater Paper

     

12,887

b

275,266

 

Cleveland-Cliffs

     

197,484

a

1,658,866

 

Ferro

     

60,897

b

903,103

 

FutureFuel

     

18,697

 

231,656

 

GCP Applied Technologies

     

38,633

b

877,355

 

H.B. Fuller

     

37,222

 

1,919,539

 

Hawkins

     

7,070

 

323,877

 

Haynes International

     

9,361

 

334,937

 

Innophos Holdings

     

14,061

 

449,671

 

16

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Materials - 4.9% (continued)

         

Innospec

     

17,860

 

1,847,438

 

Kaiser Aluminum

     

11,643

 

1,291,092

 

Koppers Holdings

     

15,385

b

588,015

 

Kraton

     

23,491

b

594,792

 

Livent

     

105,931

a,b

905,710

 

LSB Industries

     

14,961

a,b

62,836

 

Materion

     

15,150

 

900,667

 

Mercer International

     

29,879

 

367,512

 

Myers Industries

     

25,647

 

427,792

 

Neenah

     

12,529

 

882,417

 

Olympic Steel

     

7,105

 

127,322

 

P.H. Glatfelter

     

33,229

 

608,091

 

Quaker Chemical

     

9,431

a

1,551,588

 

Rayonier Advanced Materials

     

38,574

a

148,124

 

Schweitzer-Mauduit International

     

22,953

 

963,796

 

Stepan

     

14,476

 

1,482,921

 

SunCoke Energy

     

66,267

 

412,843

 

TimkenSteel

     

29,890

b

234,935

 

Tredegar

     

18,379

 

410,771

 

Trinseo

     

28,206

 

1,049,545

 

US Concrete

     

11,747

b

489,380

 

Warrior Met Coal

     

36,912

 

779,951

 
       

28,369,371

 

Media & Entertainment - .7%

         

Care.com

     

20,337

b

305,665

 

Gannett

     

88,830

a

566,735

 

Glu Mobile

     

86,405

b

522,750

 

QuinStreet

     

32,868

a,b

503,209

 

Scholastic

     

22,208

 

853,898

 

TechTarget

     

16,890

b

440,829

 

The E.W. Scripps Company, Cl. A

     

39,063

a

613,680

 

The Marcus

     

16,720

 

531,194

 
       

4,337,960

 

Pharmaceuticals Biotechnology & Life Sciences - 4.6%

         

Acorda Therapeutics

     

29,983

a,b

61,165

 

Akorn

     

72,917

b

109,376

 

AMAG Pharmaceuticals

     

23,930

b

291,228

 

Amphastar Pharmaceuticals

     

25,714

a,b

496,023

 

ANI Pharmaceuticals

     

6,746

b

416,026

 

Anika Therapeutics

     

10,430

b

540,796

 

Corcept Therapeutics

     

76,085

a,b

920,628

 

Cytokinetics

     

42,963

b

455,837

 

Eagle Pharmaceuticals

     

7,407

b

445,013

 

17

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Pharmaceuticals Biotechnology & Life Sciences - 4.6% (continued)

         

Emergent BioSolutions

     

32,043

b

1,728,720

 

Enanta Pharmaceuticals

     

11,844

b

731,722

 

Endo International

     

149,799

b

702,557

 

Innoviva

     

49,698

b

703,724

 

Lannett

     

25,876

a,b

228,226

 

Luminex

     

30,167

 

698,668

 

Medpace Holdings

     

20,092

a,b

1,688,934

 

Momenta Pharmaceuticals

     

83,174

b

1,641,023

 

Myriad Genetics

     

54,949

a,b

1,496,261

 

NeoGenomics

     

75,801

a,b

2,217,179

 

Pacira Biosciences

     

30,627

b

1,387,403

 

Phibro Animal Health, Cl. A

     

14,772

 

366,789

 

Progenics Pharmaceuticals

     

62,818

a,b

319,744

 

REGENXBIO

     

22,479

a,b

920,965

 

Spectrum Pharmaceuticals

     

82,294

b

299,550

 

Supernus Pharmaceuticals

     

39,064

b

926,598

 

The Medicines Company

     

54,584

a,b

4,636,365

 

Vanda Pharmaceuticals

     

40,045

b

657,138

 

Xencor

     

36,235

b

1,246,122

 
       

26,333,780

 

Real Estate - 7.3%

         

Acadia Realty Trust

     

63,692

c

1,651,534

 

Agree Realty

     

31,126

c

2,184,111

 

American Assets Trust

     

34,834

c

1,598,881

 

Armada Hoffler Properties

     

40,457

c

742,386

 

CareTrust REIT

     

69,586

c

1,435,559

 

CBL & Associates Properties

     

134,331

a,c

141,048

 

Cedar Realty Trust

     

67,862

c

200,193

 

Chatham Lodging Trust

     

33,726

c

618,535

 

Community Healthcare Trust

     

13,533

c

580,024

 

DiamondRock Hospitality

     

145,830

c

1,615,796

 

Easterly Government Properties

     

54,239

c

1,287,091

 

Essential Properties Realty Trust

     

59,063

a,c

1,465,353

 

Four Corners Property Trust

     

49,870

c

1,405,835

 

Franklin Street Properties

     

78,758

c

674,168

 

Getty Realty

     

24,699

c

811,856

 

Global Net Lease

     

65,765

a,c

1,333,714

 

Hersha Hospitality Trust

     

25,084

a,c

364,972

 

Independence Realty Trust

     

65,413

c

921,015

 

Industrial Logistics Properties Trust

     

47,900

c

1,073,918

 

Innovative Industrial Properties

     

8,373

a,c

635,260

 

iStar

     

44,052

a,c

639,195

 

18

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Real Estate - 7.3% (continued)

         

Kite Realty Group Trust

     

61,604

c

1,203,126

 

Lexington Realty Trust

     

183,169

c

1,945,255

 

LTC Properties

     

28,693

a,c

1,284,586

 

Marcus & Millichap

     

17,073

a,b

635,969

 

National Storage Affiliates Trust

     

42,872

c

1,441,357

 

Office Properties Income Trust

     

35,345

a,c

1,135,988

 

Pennsylvania Real Estate Investment Trust

     

39,505

a,c

210,562

 

RE/MAX Holdings, Cl. A

     

12,910

 

496,906

 

Realogy Holdings

     

82,928

a

802,743

 

Retail Opportunity Investments

     

85,067

c

1,502,283

 

RPT Realty

     

57,823

a,c

869,658

 

Safehold

     

9,044

a,c

364,473

 

Saul Centers

     

8,707

c

459,555

 

Summit Hotel Properties

     

78,099

a,c

963,742

 

The St. Joe Company

     

23,424

b

464,498

 

Uniti Group

     

135,062

a,c

1,108,859

 

Universal Health Realty Income Trust

     

9,401

c

1,103,301

 

Urstadt Biddle Properties, Cl. A

     

21,440

c

532,570

 

Washington Prime Group

     

141,089

a,c

513,564

 

Washington Real Estate Investment Trust

     

58,669

c

1,711,961

 

Whitestone REIT

     

30,225

c

411,665

 

Xenia Hotels & Resorts

     

82,281

a,c

1,778,092

 
       

42,321,157

 

Retailing - 4.4%

         

Abercrombie & Fitch, Cl. A

     

47,076

 

813,944

 

Asbury Automotive Group

     

14,101

a,b

1,576,351

 

Barnes & Noble Education

     

27,435

b

117,147

 

Big Lots

     

27,951

a

802,753

 

Boot Barn Holdings

     

20,626

a,b

918,476

 

Caleres

     

29,027

a

689,391

 

Chico's FAS

     

86,457

a

329,401

 

Conn's

     

14,431

b

178,800

 

Core-Mark Holding

     

33,658

 

915,161

 

Designer Brands, Cl. A

     

41,108

a

647,040

 

Express

     

49,800

a,b

242,526

 

Foundation Building Materials

     

12,887

b

249,363

 

GameStop, Cl. A

     

44,236

a

268,955

 

Genesco

     

10,220

a,b

489,742

 

Group 1 Automotive

     

12,846

a

1,284,600

 

Guess?

     

32,042

 

717,100

 

Haverty Furniture

     

13,545

 

273,067

 

19

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Retailing - 4.4% (continued)

         

Hibbett Sports

     

13,370

a,b

374,895

 

J.C. Penney

     

210,504

a,b

235,764

 

Liquidity Services

     

18,877

b

112,507

 

Lithia Motors, Cl. A

     

16,621

a

2,443,287

 

Lumber Liquidators Holdings

     

21,741

b

212,410

 

MarineMax

     

15,023

b

250,734

 

Monro

     

24,530

a

1,918,246

 

Office Depot

     

397,616

 

1,089,468

 

PetMed Express

     

13,859

a

325,964

 

Rent-A-Center

     

36,124

 

1,041,816

 

Shoe Carnival

     

6,686

a

249,254

 

Shutterstock

     

13,852

a,b

593,974

 

Signet Jewelers

     

38,034

 

826,859

 

Sleep Number

     

20,440

a,b

1,006,466

 

Sonic Automotive, Cl. A

     

17,632

 

546,592

 

Stamps.com

     

11,959

b

998,816

 

Tailored Brands

     

38,073

a

157,622

 

The Buckle

     

21,415

a

579,062

 

The Cato, Cl. A

     

16,333

 

284,194

 

The Children's Place

     

11,404

a

712,978

 

The Michaels Companies

     

58,539

a,b

473,581

 

Zumiez

     

14,730

b

508,774

 
       

25,457,080

 

Semiconductors & Semiconductor Equipment - 3.5%

         

Advanced Energy Industries

     

27,995

b

1,993,244

 

Axcelis Technologies

     

24,523

b

590,882

 

Brooks Automation

     

52,486

 

2,202,313

 

CEVA

     

15,643

b

421,735

 

Cohu

     

29,570

 

675,674

 

Diodes

     

30,437

b

1,715,734

 

DSP Group

     

15,233

b

239,767

 

FormFactor

     

55,935

b

1,452,632

 

Ichor Holdings

     

16,599

b

552,249

 

Kulicke & Soffa Industries

     

47,103

 

1,281,202

 

MaxLinear

     

48,487

b

1,028,894

 

Onto Innovation

     

35,650

b

1,302,651

 

PDF Solutions

     

20,701

b

349,640

 

Photronics

     

48,853

b

769,923

 

Power Integrations

     

21,683

 

2,144,666

 

Rambus

     

81,641

b

1,124,605

 

SMART Global Holdings

     

9,355

b

354,929

 

Ultra Clean Holdings

     

29,203

a,b

685,394

 

Veeco Instruments

     

35,177

b

516,574

 

20

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Semiconductors & Semiconductor Equipment - 3.5% (continued)

         

Xperi

     

36,661

 

678,228

 
       

20,080,936

 

Software & Services - 4.5%

         

8x8

     

72,329

a,b

1,323,621

 

Agilysys

     

14,912

b

378,914

 

Alarm.com Holdings

     

26,772

a,b

1,150,393

 

Bottomline Technologies

     

28,058

b

1,503,909

 

Cardtronics, Cl. A

     

26,717

a,b

1,192,914

 

CSG Systems International

     

24,260

 

1,256,183

 

Ebix

     

16,878

a

563,894

 

Evertec

     

43,501

 

1,480,774

 

ExlService Holdings

     

24,966

b

1,734,138

 

LivePerson

     

45,024

a,b

1,665,888

 

ManTech International, Cl. A

     

19,557

 

1,562,213

 

MicroStrategy, Cl. A

     

5,917

b

843,942

 

NIC

     

49,132

 

1,098,100

 

OneSpan

     

23,940

b

409,853

 

Perficient

     

23,473

b

1,081,401

 

Progress Software

     

32,924

 

1,367,992

 

Qualys

     

24,182

a,b

2,016,053

 

SPS Commerce

     

25,689

b

1,423,684

 

Sykes Enterprises

     

27,727

b

1,025,622

 

TiVo

     

94,793

 

803,845

 

TTEC Holdings

     

12,929

 

512,247

 

Unisys

     

36,889

b

437,504

 

Virtusa

     

21,740

b

985,474

 
       

25,818,558

 

Technology Hardware & Equipment - 5.7%

         

3D Systems

     

88,445

a,b

773,894

 

ADTRAN

     

36,155

 

357,573

 

Anixter International

     

21,941

b

2,020,766

 

Applied Optoelectronics

     

14,624

a,b

173,733

 

Arlo Technologies

     

56,855

a,b

239,360

 

Badger Meter

     

21,416

a

1,390,541

 

Bel Fuse, Cl. B

     

7,659

 

157,010

 

Benchmark Electronics

     

27,960

 

960,706

 

CalAmp

     

24,833

b

237,900

 

Comtech Telecommunications

     

17,983

 

638,216

 

CTS

     

24,280

 

728,643

 

Daktronics

     

27,892

 

169,862

 

Diebold Nixdorf

     

57,698

a,b

609,291

 

Digi International

     

19,990

b

354,223

 

21

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Technology Hardware & Equipment - 5.7% (continued)

         

ePlus

     

9,810

b

826,885

 

Extreme Networks

     

90,279

b

665,356

 

Fabrinet

     

26,909

b

1,744,780

 

FARO Technologies

     

12,887

b

648,860

 

Harmonic

     

65,068

b

507,530

 

Insight Enterprises

     

26,105

b

1,834,920

 

Itron

     

25,962

b

2,179,510

 

KEMET

     

43,112

 

1,166,180

 

Knowles

     

63,078

b

1,334,100

 

Methode Electronics

     

26,765

 

1,053,203

 

MTS Systems

     

12,875

 

618,386

 

NETGEAR

     

21,347

b

523,215

 

OSI Systems

     

12,464

b

1,255,623

 

Plantronics

     

23,706

a

648,122

 

Plexus

     

21,127

b

1,625,511

 

Rogers

     

13,713

b

1,710,422

 

Sanmina

     

50,746

b

1,737,543

 

ScanSource

     

18,787

b

694,180

 

TTM Technologies

     

70,560

a,b

1,061,928

 

Viavi Solutions

     

167,325

b

2,509,875

 
       

33,157,847

 

Telecommunication Services - 1.3%

         

ATN International

     

7,670

 

424,841

 

Cincinnati Bell

     

38,380

a,b

401,839

 

Cogent Communications Holdings

     

30,679

 

2,018,985

 

Consolidated Communications Holdings

     

52,851

a

205,062

 

Iridium Communications

     

71,487

a,b

1,761,440

 

Shenandoah Telecommunication

     

34,642

 

1,441,454

 

Spok Holdings

     

12,866

 

157,351

 

Vonage Holdings

     

165,539

b

1,226,644

 
       

7,637,616

 

Transportation - 2.4%

         

Allegiant Travel

     

9,630

 

1,676,005

 

ArcBest

     

18,971

 

523,600

 

Atlas Air Worldwide Holdings

     

19,394

b

534,693

 

Echo Global Logistics

     

19,443

b

402,470

 

Forward Air

     

20,866

 

1,459,577

 

Hawaiian Holdings

     

34,424

a

1,008,279

 

Heartland Express

     

34,739

 

731,256

 

Hub Group, Cl. A

     

24,549

b

1,259,118

 

Marten Transport

     

27,894

 

599,442

 

Matson

     

31,512

 

1,285,690

 

Saia

     

19,126

b

1,781,013

 

22

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Transportation - 2.4% (continued)

         

SkyWest

     

36,620

 

2,366,751

 
       

13,627,894

 

Utilities - 2.1%

         

American States Water

     

26,915

a

2,331,916

 

Avista

     

48,937

 

2,353,380

 

California Water Service Group

     

35,470

a

1,828,833

 

El Paso Electric

     

29,544

 

2,005,742

 

Northwest Natural Holding

     

22,180

 

1,635,331

 

South Jersey Industries

     

67,064

a

2,211,771

 
       

12,366,973

 

Total Common Stocks (cost $426,995,056)

     

571,113,885

 
               

Exchange-Traded Funds - .7%

         

Registered Investment Companies - .7%

         

iShares Core S&P Small-Cap ETF
(cost $4,354,170)

     

52,176

a

4,374,958

 
       

Number of Rights

     

Rights - .0%

         

Materials - .0%

         

A. Schulman
(cost $0)

     

22,372

 

0

 
       

Principal Amount ($)

     

Short-Term Investments - .0%

         

U.S. Treasury Bills - .0%

         

1.54%, 3/12/20
(cost $59,821)

     

60,000

d,e

59,825

 
   

1-Day
Yield (%)

 

Shares

     

Investment Companies - .0%

         

Registered Investment Companies - .0%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $195,402)

 

1.60

 

195,402

f

195,402

 

23

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

 

1-Day
Yield (%)

 

Shares

 

Value ($)

 

Investment of Cash Collateral for Securities Loaned - 2.3%

         

Registered Investment Companies - 2.3%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $13,048,576)

 

1.60

 

13,048,576

f

13,048,576

 

Total Investments (cost $444,653,025)

 

102.1%

 

588,792,646

 

Liabilities, Less Cash and Receivables

 

(2.1%)

 

(12,284,422)

 

Net Assets

 

100.0%

 

576,508,224

 


ETF—Exchange-Traded Fund

REIT—Real Estate Investment Trust

aSecurity, or portion thereof, on loan. At December 31, 2019, the value of the fund’s securities on loan was $131,511,136 and the value of the collateral was $133,917,795, consisting of cash collateral of $13,048,576 and U.S. Government & Agency securities valued at $120,869,219.

bNon-income producing security.

cInvestment in real estate investment trust within the United States.

dHeld by a counterparty for open exchange traded derivative contracts.

eSecurity is a discount security. Income is recognized through the accretion of discount.

fInvestment 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 (%)

Industrials

17.4

Financials

17.4

Information Technology

13.7

Consumer Discretionary

13.5

Health Care

12.2

Real Estate

7.3

Materials

5.0

Consumer Staples

4.2

Energy

4.2

Investment Companies

3.0

Utilities

2.1

Communication Services

2.1

Government

.0

 

102.1

 Based on net assets.

See notes to financial statements.

24

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS

             

Investment Companies

Value
12/31/18 ($)

Purchases ($)

Sales ($)

Value
12/31/19 ($)

Net
Assets (%)

Dividends/
Distributions ($)

Registered Investment Companies

         

Dreyfus Institutional Preferred Government Plus Money Market Fund

2,787,245

64,263,358

66,855,201

195,402

.0

34,136

Investment of Cash Collateral for Securities Loaned:

         

Dreyfus Institutional Preferred Government Plus Money Market Fund

11,321,620

94,016,950

92,289,994

13,048,576

2.3

-

Total

14,108,865

158,280,308

159,145,195

13,243,978

2.3

34,136

See notes to financial statements.

25

 

STATEMENT OF FUTURES
December 31, 2019

             

Description

Number of
Contracts

Expiration

Notional
Value ($)

Value ($)

Unrealized (Depreciation) ($)

 

Futures Long

   

E-mini Russell 2000

16

3/20/2020

1,336,769

1,336,480

(289)

 

Gross Unrealized Depreciation

 

(289)

 

See notes to financial statements.

26

 

STATEMENT OF ASSETS AND LIABILITIES
December 31, 2019

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $131,511,136)—Note 1(b):

 

 

 

Unaffiliated issuers

431,409,047

 

575,548,668

 

Affiliated issuers

 

13,243,978

 

13,243,978

 

Receivable for investment securities sold

 

3,398,209

 

Dividends, interest and securities lending income receivable

 

781,608

 

Receivable for shares of Beneficial Interest subscribed

 

288,497

 

Receivable for futures variation margin—Note 4

 

1,760

 

 

 

 

 

 

593,262,720

 

Liabilities ($):

 

 

 

 

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

 

284,514

 

Cash overdraft due to Custodian

 

 

 

 

158,244

 

Liability for securities on loan—Note 1(b)

 

13,048,576

 

Payable for investment securities purchased

 

2,614,979

 

Payable for shares of Beneficial Interest redeemed

 

641,069

 

Trustees’ fees and expenses payable

 

5,215

 

Interest payable—Note 2

 

1,899

 

 

 

 

 

 

16,754,496

 

Net Assets ($)

 

 

576,508,224

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

405,719,273

 

Total distributable earnings (loss)

 

 

 

 

170,788,951

 

Net Assets ($)

 

 

576,508,224

 

         

Shares Outstanding

 

 

(unlimited number of $.001 par value shares of Beneficial Interest authorized)

30,254,699

 

Net Asset Value Per Share ($)

 

19.06

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

27

 

STATEMENT OF OPERATIONS
Year Ended December 31, 2019

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $3,273 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

8,282,948

 

Affiliated issuers

 

 

34,136

 

Income from securities lending—Note 1(b)

 

 

315,920

 

Interest

 

 

4,048

 

Total Income

 

 

8,637,052

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

1,956,011

 

Distribution fees—Note 3(b)

 

 

1,397,151

 

Trustees’ fees—Note 3(a,c)

 

 

44,550

 

Loan commitment fees—Note 2

 

 

15,365

 

Interest expense—Note 2

 

 

1,899

 

Total Expenses

 

 

3,414,976

 

Less—Trustees’ fees reimbursed by
BNY Mellon Investment Adviser, Inc.—Note 3(a)

 

 

(44,550)

 

Net Expenses

 

 

3,370,426

 

Investment Income—Net

 

 

5,266,626

 

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

 

 

Net realized gain (loss) on investments

27,797,374

 

Net realized gain (loss) on futures

219,454

 

Net Realized Gain (Loss)

 

 

28,016,828

 

Net change in unrealized appreciation (depreciation) on investments

76,714,804

 

Net change in unrealized appreciation (depreciation) on futures

105,469

 

Net Change in Unrealized Appreciation (Depreciation)

 

 

76,820,273

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

104,837,101

 

Net Increase in Net Assets Resulting from Operations

 

110,103,727

 

 

 

 

 

 

 

 

See notes to financial statements.

         

28

 

STATEMENT OF CHANGES IN NET ASSETS

                   

 

 

 

 

Year Ended December 31,

 

 

 

 

2019

 

2018

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

5,266,626

 

 

 

4,873,727

 

Net realized gain (loss) on investments

 

28,016,828

 

 

 

45,312,922

 

Net change in unrealized appreciation
(depreciation) on investments

 

76,820,273

 

 

 

(101,851,735)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

110,103,727

 

 

 

(51,665,086)

 

Distributions ($):

 

Distributions to shareholders

 

 

(51,447,582)

 

 

 

(35,748,989)

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold

 

 

53,986,435

 

 

 

100,526,735

 

Distributions reinvested

 

 

51,447,582

 

 

 

35,748,989

 

Cost of shares redeemed

 

 

(97,277,046)

 

 

 

(101,180,124)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

8,156,971

 

 

 

35,095,600

 

Total Increase (Decrease) in Net Assets

66,813,116

 

 

 

(52,318,475)

 

Net Assets ($):

 

Beginning of Period

 

 

509,695,108

 

 

 

562,013,583

 

End of Period

 

 

576,508,224

 

 

 

509,695,108

 

Capital Share Transactions (Shares):

 

Shares sold

 

 

3,009,705

 

 

 

5,002,002

 

Shares issued for distributions reinvested

 

 

2,958,457

 

 

 

1,837,050

 

Shares redeemed

 

 

(5,403,137)

 

 

 

(5,081,360)

 

Net Increase (Decrease) in Shares Outstanding

565,025

 

 

 

1,757,692

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

               

29

 

FINANCIAL HIGHLIGHTS

The following table describes the performance for the fiscal periods indicated. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. The fund’s total returns do not reflect expenses associated with variable annuity or insurance contracts. These figures have been derived from the fund’s financial statements.

                     
         
   
 

Year Ended December 31,

   

2019

2018

2017

2016

2015

Per Share Data ($):

           

Net asset value, beginning of period

 

17.17

20.12

18.88

16.71

18.40

Investment Operations:

           

Investment income—neta

 

.17

.17

.16

.16

.16

Net realized and unrealized
gain (loss) on investments

 

3.48

(1.82)

2.04

3.69

(.53)

Total from Investment Operations

 

3.65

(1.65)

2.20

3.85

(.37)

Distributions:

           

Dividends from
investment income—net

 

(.17)

(.17)

(.13)

(.16)

(.13)

Dividends from net realized
gain on investments

 

(1.59)

(1.13)

(.83)

(1.52)

(1.19)

Total Distributions

 

(1.76)

(1.30)

(.96)

(1.68)

(1.32)

Net asset value, end of period

 

19.06

17.17

20.12

18.88

16.71

Total Return (%)

 

22.21

(8.98)

12.40

25.73

(2.33)

Ratios/Supplemental Data (%):

           

Ratio of total expenses
to average net assets

 

.61

.61

.63

.63

.63

Ratio of net expenses
to average net assets

 

.60

.60

.60

.60

.60

Ratio of net investment income
to average net assets

 

.94

.82

.88

.95

.90

Portfolio Turnover Rate

 

28.13

23.26

16.90

24.24

19.72

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

 

576,508

509,695

562,014

535,603

307,701

a Based on average shares outstanding.

See notes to financial statements.

30

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Small Cap Stock Index Portfolio (the “fund”) is a separate diversified series of BNY Mellon Investment Portfolios (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering four series, including the fund. The fund is only offered to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. The fund’s investment objective is to seek to match the performance of the S&P SmallCap 600® Index. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares, which are sold to the public without a sales charge.

Effective June 3, 2019, the Company changed its name from Dreyfus Investment Portfolios to BNY Mellon Investment Portfolios. In addition, The Dreyfus Corporation, the fund’s investment adviser, changed its name to “BNY Mellon Investment Adviser, Inc.”, MBSC Securities Corporation, the fund’s distributor, changed its name to “BNY Mellon Securities Corporation” and Dreyfus Transfer, Inc., the fund’s transfer agent, changed its name to “BNY Mellon Transfer, Inc.”

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the 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 Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these

31

 

NOTES TO FINANCIAL STATEMENTS (continued)

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:

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

32

 

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. U.S. Treasury Bills are valued at the mean price between quoted bid prices and asked prices by an independent pricing service (the “Service”) approved by the Company’s Board of Trustees (the “Board”). These securities are generally categorized within Level 2 of the fair value hierarchy.

The Service is engaged under the general oversight of the Board.

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 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 restricted 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.

Futures, which are traded on an exchange, are valued at the last sales price on the securities exchange on which such securities are primarily traded or at the last sales price on the national securities market on each business day and are generally categorized within Level 1 of the fair value hierarchy.

The following is a summary of the inputs used as of December 31, 2019 in valuing the fund’s investments:

33

 

NOTES TO FINANCIAL STATEMENTS (continued)

           
 

Level 1 – Unadjusted
Quoted Prices

Level 2 - Other Significant Observable
Inputs

Level 3 -Significant Unobservable
Inputs

Total

Assets ($)

       

Investments in Securities:

   

Equity Securities—
Common Stocks

571,113,885

-

-

571,113,885

Exchange-Traded Funds

4,374,958

-

-

4,374,958

Investment Companies

13,243,978

-

-

13,243,978

Rights

-

0††

-

0

U.S. Treasury Securities

-

59,825

-

59,825

Liabilities ($)

       

Other Financial Instruments:

   

Futures†††

(289)

-

-

(289)


 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) 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, a subsidiary of BNY Mellon and an affiliate of the Adviser, 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

34

 

value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended December 31, 2019, The Bank of New York Mellon earned $62,102 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

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

(d) 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.

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

As of and during the period ended December 31, 2019, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended December 31, 2019, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended December 31, 2019 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At December 31, 2019, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $6,966,764, undistributed capital gains $27,336,479 and unrealized appreciation $136,184,359.

The tax character of distributions paid to shareholders during the fiscal periods ended December 31, 2019 and December 31, 2018 were as

35

 

NOTES TO FINANCIAL STATEMENTS (continued)

follows: ordinary income $6,700,232 and $10,686,933, and long-term capital gains $44,747,350 and $25,062,056, respectively.

(f) New Accounting Pronouncements: Effective June 1, 2019, the fund adopted Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The update provides guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. The adoption of ASU 2018-13 had no impact on the operations of the fund for the period ended December 31, 2019.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $1.030 billion 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 $830 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is in amount equal to $200 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 December 31, 2019 was approximately $71,230 with a related weighted average annualized rate of 2.67%.

NOTE 3—Management Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement (the “Agreement”) with the Adviser, the management fee is computed at the annual rate of .35% of the value of the fund’s average daily net assets and is payable monthly. Under the terms of the Agreement, the Adviser has agreed to pay all of the fund’s direct expenses, except management fees, Rule 12b-1 Distribution Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings, fees and expenses of non-interested Trustees (including counsel fees), and extraordinary expenses. The Adviser has also agreed to reduce its management fee in an amount equal to the fund’s allocable

36

 

portion of the accrued fees and expenses of the non-interested Trustees (including counsel fees). During the period ended December 31, 2019, fees reimbursed by the Adviser amounted to $44,550.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, the fund pays the Distributor for distributing its shares, for servicing and/or maintaining shareholder accounts and for advertising and marketing. The Distribution Plan provides for payments to be made at an annual rate of .25% of the value of the fund’s average daily net assets. The Distributor may make payments to Participating Insurance Companies and to brokers and dealers acting as principal underwriter for their variable insurance products. The fees payable under the Distribution Plan are payable without regard to actual expenses incurred. During the period ended December 31, 2019, the fund was charged $1,397,151 pursuant to the Distribution Plan.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $170,254 and Distribution Plan fees of $121,610, which are offset against an expense reimbursement currently in effect in the amount of $7,350.

(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 and futures, during the period ended December 31, 2019, amounted to $156,200,756 and $190,906,419, respectively.

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. Each type of derivative instrument that was held by the fund during the period ended December 31, 2019 is discussed below.

Futures: In the normal course of pursuing its investment objective, the fund is exposed to market risk, including equity price risk, as a result of changes in value of underlying financial instruments. The fund invests in futures in order to manage its exposure to or protect against changes in the market. A futures contract represents a commitment for the future purchase or a sale of an asset at a specified date. Upon entering into such contracts, these investments require initial margin deposits with a counterparty, which consist of cash or cash equivalents. The amount of

37

 

NOTES TO FINANCIAL STATEMENTS (continued)

these deposits is determined by the exchange or Board of Trade on which the contract is traded and is subject to change. Accordingly, variation margin payments are received or made to reflect daily unrealized gains or losses which are recorded in the Statement of Operations. When the contracts are closed, the fund recognizes a realized gain or loss which is reflected in the Statement of Operations. There is minimal counterparty credit risk to the fund with futures since they are exchange traded, and the exchange guarantees the futures against default. Futures open at December 31, 2019 are set forth in the Statement of Futures.

The following summarizes the average market value of derivatives outstanding during the period ended December 31, 2019:

     

 

 

Average Market Value ($)

Equity futures

 

2,169,014

 

 

 

At December 31, 2019, the cost of investments for federal income tax purposes was $452,608,287; accordingly, accumulated net unrealized appreciation on investments was $136,184,359, consisting of $189,874,518 gross unrealized appreciation and $53,690,159 gross unrealized depreciation.

38

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Small Cap Stock Index Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Small Cap Stock Index Portfolio (the “Fund”) (one of the funds constituting BNY Mellon Investment Portfolios), including the statements of investments, investments in affiliated issuers and futures, as of December 31, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Investment Portfolios) at December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others 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. We believe that our audits provide a reasonable basis for our opinion.

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

New York, New York
February 10, 2020

39

 

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the portfolio hereby reports 99.99% of the ordinary dividends paid during the fiscal year ended December 31, 2019 as qualifying for the corporate dividends received deduction. Shareholders will receive notification in early 2020 of the percentage applicable to the preparation of their 2018 income tax returns. Also, the fund hereby reports $0.621 per share as a short-term capital gain distribution and $1.5267 per share as a long-term capital gain distribution paid on March 20, 2019.

40

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Trustees held on July 23-24, 2019, the Board considered the renewal of the fund’s Management Agreement pursuant to which the Adviser provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser. In considering the renewal of the Agreement, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information provided to it at the meeting and in previous presentations from representatives of the Adviser regarding the nature, extent, and quality of the services provided to funds in the BNY Mellon fund complex. The Adviser provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. The Adviser also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the BNY Mellon fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or the Adviser) and the Adviser’s corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that the Adviser also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered the Adviser’s extensive administrative, accounting and compliance infrastructures. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended May 31, 2019, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to

41

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited) (continued)

select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds. The Board discussed with representatives of the Adviser and/or its affiliates the results of the comparisons and considered that the fund’s total return performance was below the Performance Group median for all periods and above the Performance Universe median for all periods except the one-year period when performance was below the Performance Universe median. The Board considered the relative proximity of the fund’s performance to the Performance Group median in most of the periods when performance was below median. It was noted that there were only three other funds in the Performance Group. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index, and noted the proximity of the fund’s returns to the returns of the index.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. Taking into account the fund’s “unitary” fee structure, the Board considered that the fund’s contractual management fee was slightly above the Expense Group median, the fund’s actual management fee was slightly above the Expense Group median and below the Expense Universe median and the fund’s total expenses were above the Expense Group median and below the Expense Universe median.

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

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

42

 

where any economies of scale might emerge in connection with the management of a fund.

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreement, considered in relation to the mix of services provided by the Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreement and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have realized any economies of scale would be less. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser from acting as investment adviser and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreement. Based on the discussions and considerations as described above, the Board concluded and determined as follows.

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

· The Board generally was satisfied with the fund’s overall relative performance.

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

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

In evaluating the Agreement, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with the Adviser and its affiliates, of the Adviser and the services provided to the fund by the Adviser. The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and

43

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited) (continued)

the investment management and other services provided under the Agreement, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of the Agreement for the fund, or substantially similar agreements for other BNY Mellon funds that the Board oversees, during which lengthy discussions took place between the Board and representatives of the Adviser. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the fund’s arrangements, or substantially similar arrangements for other BNY Mellon funds that the Board oversees, in prior years. The Board determined to renew the Agreement.

44

 

BOARD MEMBERS INFORMATION (Unaudited)
INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (76)
Chairman of the Board (1995)
Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (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: 118

———————

Francine J. Bovich (68)
Board Member (2015)
Principal Occupation During Past 5 Years:

· Trustee, The Bradley Trusts, private trust funds (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: 69

———————

J. Charles Cardona (64)
Board Member (2014)
Principal Occupation During Past 5 Years:

· President of the Adviser (2008-2016)

· Chairman (2013-2016) and Executive Vice President (1997-2013) of the Distributor

Other Public Company Board Memberships During Past 5 Years:

· BNY Mellon Liquidity Funds, Chairman and Director (2019-Present)

No. of Portfolios for which Board Member Serves: 33

———————

Gordon J. Davis (78)
Board Member (2012)
Principal Occupation During Past 5 Years:

· Partner in the law firm of Venable LLP (2012-Present)

Other Public Company Board Memberships During Past 5 Years:

· Consolidated Edison, Inc., a utility company, Director (1989-2014)

· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)

No. of Portfolios for which Board Member Serves: 53

———————

45

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)
INDEPENDENT BOARD MEMBERS (continued)

Andrew J. Donohue (69)
Board Member (2019)
Principal Occupation During Past 5 Years:

· Of Counsel, Shearman & Sterling LLP (2017-2019)

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

· Managing Director and Investment Company General Counsel of Goldman Sachs (2012-2015)

Other Public Company Board Memberships During Past 5 Years:

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

No. of Portfolios for which Board Member Serves: 55

———————

Isabel P. Dunst (72)
Board Member (2014)
Principal Occupation During Past 5 Years:

· Senior Counsel, Hogan Lovells LLP (2018-2019); Of Counsel (2015-2018); Partner (1990-2014)

No. of Portfolios for which Board Member Serves: 33

———————

Nathan Leventhal (76)
Board Member (2009)
Principal Occupation During Past 5 Years:

· President Emeritus of Lincoln Center for the Performing Arts (2001-Present)

· President of the Palm Beach Opera (2016-Present)

· Chairman of the Avery Fisher Artist Program, Lincoln Center (1997-2014)

Other Public Company Board Memberships During Past 5 Years:

· Movado Group, Inc., a public company that designs, sources, markets and distributes watches Director (2003-Present)

No. of Portfolios for which Board Member Serves: 47

———————

Robin A. Melvin (56)
Board Member (2014)
Principal Occupation During Past 5 Years:

· Co-chairman, Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois (2014-Present); Board member (2013-Present)

No. of Portfolios for which Board Member Serves: 96

———————

46

 

Roslyn M. Watson (70)
Board Member (2014)
Principal Occupation During Past 5 Years:

· Principal, Watson Ventures, Inc., a real estate investment company (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: 55

———————

Benaree Pratt Wiley (73)
Board Member (2009)
Principal Occupation During Past 5 Years:

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

No. of Portfolios for which Board Member Serves: 75

———————

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.

Clifford L. Alexander, Jr., Emeritus Board Member
Whitney I. Gerard, Emeritus Board Member
George L. Perry, Emeritus Board Member

47

 

OFFICERS OF THE FUND (Unaudited)

RENEE LAROCHE-MORRIS, President since May 2019.

President and a director of BNY Mellon Investment Adviser, Inc. since January 2018. She is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser. She is 48 years old and has been an employee of BNY Mellon since 2003.

JAMES WINDELS, Treasurer since November 2001.

Director- BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 61 years old and has been an employee of the Adviser since April 1985.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.

Chief Legal Officer of the Adviser and Associate General Counsel and Managing Director of BNY Mellon since June 2015; Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division from June 2005 to June 2015, and as Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 48 years old and has been an employee of the Adviser since June 2015.

DAVID DIPETRILLO, Vice President since May 2019.

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; Head of US Retail Product and Channel Marketing, BNY Mellon Investment Management from January 2014 to December 2015. He is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser. He is 41 years old and has been an employee of BNY Mellon since 2005.

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

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 53 years old and has been an employee of the Adviser since December 1996.

SONALEE CROSS, Vice President and Assistant Secretary since March 2018.

Counsel of BNY Mellon since October 2016; Associate at Proskauer Rose LLP from April 2016 to September 2016; Attorney at EnTrust Capital from August 2015 to February 2016; Associate at Sidley Austin LLP from September 2013 to August 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 32 years old and has been an employee of the Adviser since October 2016.

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; Trustee Associate at BNY Mellon Trust Company (Ireland) Limited from August 2013 to February 2016. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 29 years old and has been an employee of the Adviser since August 2018.

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

Managing Counsel of BNY Mellon since December 2017, Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 44 years old and has been an employee of the Adviser since March 2013.

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

Senior Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 54 years old and has been an employee of the Adviser since October 1990.

PETER M. SULLIVAN, Vice President and Assistant Secretary since March 2019.

Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 51 years old and has been an employee of the Adviser since April 2004.

48

 

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

Managing Counsel of BNY Mellon since December 2019; Counsel of BNY Mellon from May 2016 to December 2019; Attorney at Wildermuth Endowment Strategy Fund/Wildermuth Advisory, LLC from November 2015 to May 2016 and Assistant General Counsel at RCS Advisory Services from July 2014 to November 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 34 years old and has been an employee of the Adviser since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager - BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 51 years old and has been an employee of the Adviser since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2002.

Senior Accounting Manager- BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 55 years old and has been an employee of the Adviser since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 52 years old and has been an employee of the Adviser since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 52 years old and has been an employee of the Adviser since November 1990.

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

Chief Compliance Officer of the Adviser, the BNY Mellon Family of Funds and BNY Mellon Funds Trust (63 investment companies, comprised of 141 portfolios). He is 62 years old and has served in various capacities with the Adviser since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

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 since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor. She is an officer of 56 investment companies (comprised of 134 portfolios) managed by the Adviser. She is 51 years old and has been an employee of the Distributor since 1997.

49

 

For More Information

BNY Mellon Investment Portfolios, Small Cap Stock Index Portfolio
240 Greenwich Street
New York, NY 10286

Adviser
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, NY 10286

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


Telephone 1-800-258-4260 or 1-800-258-4261

Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 Attn: Institutional Services Department

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

Internet Information can be viewed online or downloaded at www.bnymellonim.com/us

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.bnymellonim.com/us and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.

   

© 2020 BNY Mellon Securities Corporation
0410AR1219

 


 

BNY Mellon Investment Portfolios, Technology Growth Portfolio

 

ANNUAL REPORT

December 31, 2019

 

 

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

FOR MORE INFORMATION

 

Back Cover

 

       
 


BNY Mellon Investment Portfolios, Technology Growth Portfolio

 

The Fund

A LETTER FROM THE PRESIDENT OF BNY MELLON INVESTMENT ADVISER, INC.

Dear Shareholder:

We are pleased to present this annual report for BNY Mellon Investment Portfolios, Technology Growth Portfolio (formerly, Dreyfus Investment Portfolios, Technology Growth Portfolio), covering the 12-month period from January 1, 2019 through December 31, 2019. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

In January 2019, a pivot in stance from the U.S. Federal Reserve (the “Fed”) helped stimulate a rebound across equity markets that continued into the second quarter of the year. However, escalating trade tensions disrupted equity markets in May. The dip was short-lived, as markets rose once again in June and July of 2019, when a trade deal appeared more likely and the pace of U.S. economic growth remained steady. Nevertheless, concerns continued to emerge over slowing global growth, resulting in bouts of market volatility in August 2019. Stocks rebounded in September and continued an upward path through most of October 2019, bolstered by central bank policy and consistent consumer spending. The rally generally continued through the end of the period, supported in part by an announcement from President Trump that the first phase of a trade deal with China was in process. U.S. equity markets reached new highs during the final months of the period.

In fixed-income markets, the year began with a recovery from the prior months’ volatility. After the Fed’s supportive statements in January 2019, other developed-market central banks followed suit and reiterated their abilities to buttress flagging growth rates by continuing accommodative policies. The Fed cut rates in July, September and October 2019, for a total 75 basis point reduction in the federal funds rate during the 12 months. Rates across much of the Treasury curve saw a slight increase during the month of November, and the long end of the curve rose in December. The yield curve steepened during the latter portion of the period. However, demand for fixed-income instruments during the year was strong, which helped to support positive bond market returns.

We believe that over the near term, the outlook for the U.S. remains positive, but we will monitor relevant data for any signs of a change. As always, we encourage you to discuss the risks and opportunities in today’s investment environment with your financial advisor.

Thank you for your continued confidence and support.

Sincerely,

Renee LaRoche-Morris
President
BNY Mellon Investment Adviser, Inc.
January 15, 2020

2

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from January 1, 2019 through December 31, 2019, as provided by Erik A. Swords, CFA, Portfolio Manager

Market and Fund Performance Overview

For the 12-month period ended December 31, 2019, BNY Mellon Investment Portfolios, Technology Growth Portfolio’s (formerly, Dreyfus Investment Portfolios, Technology Growth Portfolio) Initial shares produced a total return of 25.82%, and its Service shares produced a total return of 25.51%.1 The fund’s benchmarks, the NYSE® Technology Index and the S&P 500® Index, produced total returns of 38.67% and 31.46%, respectively, over the same period.2,3

Technology stocks gained ground as broader market indexes posted substantial gains. The fund underperformed its benchmarks due to unfavorable asset allocation and individual stock selections.

The Fund’s Investment Approach

The fund seeks capital appreciation. To pursue its goal, the fund normally invests at least 80% of its net assets in the stocks of growth companies of any size that BNY Mellon believes to be leading producers or beneficiaries of technological innovation. Up to 25% of the fund’s assets may be invested in foreign securities.

In choosing stocks, the fund looks for technology companies with the potential for strong earnings or revenue growth rates, although some of the fund’s investments may currently be experiencing losses. The fund’s investment process centers on a multi-dimensional approach that looks for opportunities across emerging-growth, cyclical, or stable-growth companies. The fund’s investment approach seeks companies that appear to have strong earnings momentum, positive earnings revisions, favorable growth, product, or market cycles and/or favorable valuations.

Stocks Posted Strong Gains; Technology Benefited from Continued Outsourcing

The reporting period began with wide expectations of interest rate cuts, as the Federal Reserve (the “Fed”) had earlier moved from a tightening policy to one that was “data dependent.” With this shift, stocks rallied late in 2018 and continued to rise early in 2019. Stocks generally moved sideways in the second quarter of 2019, but three quarter-point rate cuts in the second half of the period provided an additional boost to equities markets.

At its July 2019 meeting, the Fed announced an initial reduction, bringing the federal funds rate to 2.00-2.25%. The Fed followed up with two additional rate cuts in September and October 2019, as trade tensions and other geopolitical concerns appeared to be weighing on economic growth. Other major central banks were also supportive. Nevertheless, investors’ concerns about trade tensions and the global economy weighed on performance at times.

In the third quarter of 2019, growth-oriented stocks lagged the market after a long period of outperformance. The underperformance came as investors shifted to cyclical and value-oriented stocks on the expectation of a rebound in the global economy. With the prospect of a U.S.-China trade agreement, investors began to anticipate a pickup in global growth, which would especially benefit value-oriented and cyclical companies.

Despite swings in macroeconomic performance, technology stocks continue to benefit from an ongoing uptrend in outsourcing. This spending encompasses a number of themes across a wide range of industries, including artificial intelligence, blockchain technology, 5G, mobility, e-commerce, cybersecurity, social media and voice interfacing.

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

Asset Allocation and Stock Selection Hindered Returns

The fund lagged its benchmarks primarily due to allocation decisions. Certain stock selections also detracted from relative returns. The fund’s significant underweight position in the semiconductor industry was a primary detractor of performance, as this industry gained 56% for the year. An overweight position in the software industry also detracted. Although the industry posted a healthy 25% gain, it lagged the Index. Stock selection also contributed negatively to relative returns. For example, following a long period of outperformance, Xilinx, a semiconductor company, lagged the Index and the semiconductor industry, as its fundamentals deteriorated. In addition, Slack Technologies, a software company, experienced technical difficulties in the delivery of its services, which hurt revenues. Also, the fund’s lack of exposure to Facebook, which performed well despite regulatory concerns, was also a hindrance to fund performance.

On a more positive note, the fund benefited from a position in CoStar Group, a provider of software for managing commercial real estate, which rose about 65%. A position in Splunk, a data management and cybersecurity firm, boosted fund returns, as it posted a 43% gain, and the fund’s holding of Advanced Micro Devices, a semiconductor company, also was beneficial, as it rose 46%.

Positioning the Fund for Long-Term Technology Trends

With many corporate balance sheets flush with cash and with chief information officers predicting higher rates of corporate spending on productivity and efficiency enhancements, we believe conditions remain positive for further gains among information technology stocks. We expect that corporate spending on technology will continue to grow at 3-4%, in line with recent trends. So, we continue to position the fund to benefit from long-term trends in disruptive technologies.

January 15, 2020

1 Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection with investing in variable insurance contracts, which will reduce returns.

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

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

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

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

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

The fund is only available as a funding vehicle under variable life insurance policies or variable annuity contracts issued by insurance companies. Individuals may not purchase shares of the fund directly. A variable annuity is an insurance contract issued by an insurance company that enables investors to accumulate assets on a tax-deferred basis for retirement or other long-term goals. The investment objective and policies of BNY Mellon Investment Portfolios, Technology Growth Portfolio made available through insurance products may be similar to those of other funds managed or advised by BNY Mellon Investment Adviser, Inc. However, the investment results of the fund may be higher or lower than, and may not be comparable to, those of any other fund.

4

 

FUND PERFORMANCE (Unaudited)

 

Comparison of change in value of a $10,000 investment in Initial shares and Service shares of BNY Mellon Investment Portfolios, Technology Growth Portfolio with a hypothetical investment of $10,000 in the NYSE® Technology Index and S&P 500® Index

 Source: Bloomberg L.P.

†† Source: Lipper Inc.

Past performance is not predictive of future performance. The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection with investing in variable insurance contracts which will reduce returns.

The above graph compares a hypothetical investment of $10,000 made in Initial and Service shares of BNY Mellon Investment Portfolios, Technology Growth Portfolio on 12/31/09 to a hypothetical investment of $10,000 made in the NYSE® Technology Index and S&P 500® Index on that date.

The fund’s performance shown in the line graph above takes into account all applicable fees and expenses. The NYSE® Technology Index is an equal-dollar weighted index designed to objectively represent the technology sector by holding 35 of the leading U.S. technology-related companies. The S&P 500® Index is widely regarded as the best single gauge of large-cap U.S. equities. The index includes 500 leading companies and captures approximately 80% coverage of available market capitalization. Unlike a mutual fund, the indices are not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

5

 

FUND PERFORMANCE (Unaudited) (continued)

       

Average Annual Total Returns as of 12/31/19

 

1 Year

5 Years

10 Years

Initial shares

25.82%

14.59%

14.53%

Service shares

25.51%

14.29%

14.25%

NYSE® Technology Index

38.67%

17.48%

15.40%

S&P 500® Index

31.46%

11.69%

13.55%

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.bnymellonim.com/us for the fund’s most recent month-end returns.

The fund’s Initial shares are not subject to a Rule 12b-1 fee. The fund’s Service shares are subject to a 0.25% annual Rule 12b-1 fee. All dividends and capital gain distributions are reinvested.

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

6

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads), redemption fees and expenses associated with variable annuity or insurance contracts, 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 Investment Portfolios, Technology Growth Portfolio from July 1, 2019 to December 31, 2019. 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 December 31, 2019

 

 

 

 

 

 

 

 

Initial Shares

Service Shares

 

Expense paid per $1,000

$4.07

$5.36

 

Ending value (after expenses)

$1,046.40

$1,044.70

 

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

Using the SEC’s method to compare expenses

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

         

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended December 31, 2019

 

 

 

 

 

 

 

 

Initial Shares

Service Shares

 

Expense paid per $1,000

$4.02

$5.30

 

Ending value (after expenses)

$1,021.22

$1,019.96

 

†  Expenses are equal to the fund’s annualized expense ratio of .79% for Initial Shares and 1.04% for Service Shares, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

7

 

STATEMENT OF INVESTMENTS
December 31, 2019

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3%

         

Alternative Carriers - .8%

         

Bandwidth, Cl. A

     

79,101

a,b

5,066,419

 

Application Software - 18.8%

         

Adobe

     

77,091

b

25,425,383

 

DocuSign

     

118,456

b

8,778,774

 

Everbridge

     

99,476

a,b

7,767,086

 

HubSpot

     

62,995

a,b

9,984,707

 

Salesforce.com

     

181,280

b

29,483,379

 

Slack Technologies, Cl. A

     

379,704

a,b

8,535,746

 

Splunk

     

171,162

b

25,634,933

 
       

115,610,008

 

Automobile Manufacturers - 3.1%

         

Tesla Motors

     

45,363

a,b

18,976,704

 

Data Processing & Outsourced S - 5.8%

         

FleetCor Technologies

     

39,388

b

11,332,715

 

PayPal Holdings

     

112,788

b

12,200,278

 

Square, Cl. A

     

192,766

a,b

12,059,441

 
       

35,592,434

 

Electronic Equipment & Instrum - 4.5%

         

Cognex

     

303,796

 

17,024,728

 

FLIR Systems

     

204,292

 

10,637,484

 
       

27,662,212

 

Interactive Media & Services - 7.0%

         

Alphabet, Cl. C

     

19,687

b

26,321,913

 

Pinterest, Cl. A

     

243,108

a,b

4,531,533

 

Twitter

     

381,753

b

12,235,184

 
       

43,088,630

 

Internet & Direct Marketing Re - 9.3%

         

Alibaba Group Holding, ADR

     

131,702

b

27,933,994

 

Amazon.com

     

15,784

b

29,166,307

 
       

57,100,301

 

Internet Services & Infrastruc - 4.7%

         

Shopify, Cl. A

     

51,098

b

20,315,543

 

Twilio, Cl. A

     

88,611

a,b

8,708,689

 
       

29,024,232

 

Semiconductor Equipment - 3.0%

         

KLA

     

105,354

 

18,770,922

 

Semiconductors - 24.3%

         

Advanced Micro Devices

     

591,368

a,b

27,120,138

 

Broadcom

     

67,710

 

21,397,714

 

Microchip Technology

     

243,351

a

25,483,717

 

NVIDIA

     

76,863

 

18,085,864

 

8

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Semiconductors - 24.3% (continued)

         

Qualcomm

     

339,302

 

29,936,615

 

Taiwan Semiconductor Manufacturing, ADR

     

476,084

 

27,660,480

 
       

149,684,528

 

Systems Software - 11.6%

         

Microsoft

     

172,005

 

27,125,188

 

Proofpoint

     

101,059

b

11,599,552

 

Rapid7

     

109,953

b

6,159,567

 

ServiceNow

     

94,624

b

26,714,248

 
       

71,598,555

 

Technology Hardware, Storage & - 6.4%

         

Apple

     

84,136

 

24,706,536

 

Western Digital

     

226,931

 

14,403,311

 
       

39,109,847

 

Total Common Stocks (cost $471,381,707)

     

611,284,792

 
   

1-Day
Yield (%)

         

Investment Companies - .7%

         

Registered Investment Companies - .7%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $4,705,932)

 

1.60

 

4,705,932

c

4,705,932

 
               

Investment of Cash Collateral for Securities Loaned - 1.4%

         

Registered Investment Companies - 1.4%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $8,597,487)

 

1.60

 

8,597,487

c

8,597,487

 

Total Investments (cost $484,685,126)

 

101.4%

 

624,588,211

 

Liabilities, Less Cash and Receivables

 

(1.4%)

 

(8,849,405)

 

Net Assets

 

100.0%

 

615,738,806

 


ADR—American Depository Receipt

aSecurity, or portion thereof, on loan. At December 31, 2019, the value of the fund’s securities on loan was $95,006,853 and the value of the collateral was $96,324,663, consisting of cash collateral of $8,597,487 and U.S. Government & Agency securities valued at $87,727,176.

bNon-income producing security.

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

9

 

STATEMENT OF INVESTMENTS (continued)

   

Portfolio Summary (Unaudited)

Value (%)

Information Technology

79.1

Consumer Discretionary

12.4

Communication Services

7.8

Investment Companies

2.1

 

101.4

 Based on net assets.

See notes to financial statements.

10

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS

             

Investment Companies

Value
12/31/18($)

Purchases($)

Sales($)

Value
12/31/19($)

Net
Assets(%)

Dividends/
Distributions($)

Registered Investment Companies;

Dreyfus Institutional Preferred Government Plus Money Market Fund

28,028,206

122,004,079

145,326,353

4,705,932

.7

197,089

Investment of Cash Collateral for Securities Loaned;

Dreyfus Institutional Preferred Government Plus Money Market Fund

-

58,443,806

49,846,319

8,597,487

1.4

-

Total

28,028,206

180,447,885

195,172,672

13,303,419

2.1

197,089

See notes to financial statements.

11

 

STATEMENT OF ASSETS AND LIABILITIES
December 31, 2019

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $95,006,853)—Note 1(c):

 

 

 

Unaffiliated issuers

471,381,707

 

611,284,792

 

Affiliated issuers

 

13,303,419

 

13,303,419

 

Cash denominated in foreign currency

 

 

53,099

 

53,333

 

Receivable for shares of Beneficial Interest subscribed

 

267,234

 

Dividends, interest and securities lending income receivable

 

180,091

 

Prepaid expenses

 

 

 

 

5,966

 

 

 

 

 

 

625,094,835

 

Liabilities ($):

 

 

 

 

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

 

491,071

 

Liability for securities on loan—Note 1(c)

 

8,597,487

 

Payable for shares of Beneficial Interest redeemed

 

188,630

 

Trustees’ fees and expenses payable

 

3,333

 

Other accrued expenses

 

 

 

 

75,508

 

 

 

 

 

 

9,356,029

 

Net Assets ($)

 

 

615,738,806

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

398,746,378

 

Total distributable earnings (loss)

 

 

 

 

216,992,428

 

Net Assets ($)

 

 

615,738,806

 

       

Net Asset Value Per Share

Initial Shares

Service Shares

 

Net Assets ($)

140,590,755

475,148,051

 

Shares Outstanding

5,566,672

20,106,552

 

Net Asset Value Per Share ($)

25.26

23.63

 

 

 

 

 

See notes to financial statements.

 

 

 

12

 

STATEMENT OF OPERATIONS
Year Ended December 31, 2019

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $204,643 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

6,249,961

 

Affiliated issuers

 

 

197,089

 

Income from securities lending—Note 1(c)

 

 

88,347

 

Interest

 

 

168

 

Total Income

 

 

6,535,565

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

4,382,080

 

Distribution fees—Note 3(b)

 

 

1,121,651

 

Professional fees

 

 

92,717

 

Trustees’ fees and expenses—Note 3(c)

 

 

53,416

 

Prospectus and shareholders’ reports

 

 

36,661

 

Loan commitment fees—Note 2

 

 

13,617

 

Custodian fees—Note 3(b)

 

 

13,010

 

Chief Compliance Officer fees—Note 3(b)

 

 

11,793

 

Registration fees

 

 

6,064

 

Shareholder servicing costs—Note 3(b)

 

 

951

 

Miscellaneous

 

 

16,704

 

Total Expenses

 

 

5,748,664

 

Investment Income—Net

 

 

786,901

 

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

 

 

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

76,582,774

 

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

(1,319)

 

Net Realized Gain (Loss)

 

 

76,581,455

 

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

50,852,574

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

127,434,029

 

Net Increase in Net Assets Resulting from Operations

 

128,220,930

 

 

 

 

 

 

 

 

See notes to financial statements.

         

13

 

STATEMENT OF CHANGES IN NET ASSETS

                   

 

 

 

 

Year Ended December 31,

 

 

 

 

2019

 

2018

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income (loss)—net

 

 

786,901

 

 

 

(270,215)

 

Net realized gain (loss) on investments

 

76,581,455

 

 

 

68,298,336

 

Net change in unrealized appreciation
(depreciation) on investments

 

50,852,574

 

 

 

(78,510,083)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

128,220,930

 

 

 

(10,481,962)

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Initial Shares

 

 

(15,372,855)

 

 

 

(6,797,939)

 

Service Shares

 

 

(53,178,634)

 

 

 

(22,491,966)

 

Total Distributions

 

 

(68,551,489)

 

 

 

(29,289,905)

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Initial Shares

 

 

5,520,702

 

 

 

10,375,145

 

Service Shares

 

 

34,966,237

 

 

 

109,254,245

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Initial Shares

 

 

15,372,855

 

 

 

6,797,939

 

Service Shares

 

 

53,178,634

 

 

 

22,491,966

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Initial Shares

 

 

(14,531,490)

 

 

 

(12,323,077)

 

Service Shares

 

 

(46,058,388)

 

 

 

(77,103,922)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

48,448,550

 

 

 

59,492,296

 

Total Increase (Decrease) in Net Assets

108,117,991

 

 

 

19,720,429

 

Net Assets ($):

 

Beginning of Period

 

 

507,620,815

 

 

 

487,900,386

 

End of Period

 

 

615,738,806

 

 

 

507,620,815

 

Capital Share Transactions (Shares):

 

Initial Shares

 

 

 

 

 

 

 

 

Shares sold

 

 

226,629

 

 

 

399,715

 

Shares issued for distributions reinvested

 

 

647,824

 

 

 

263,180

 

Shares redeemed

 

 

(604,414)

 

 

 

(487,590)

 

Net Increase (Decrease) in Shares Outstanding

270,039

 

 

 

175,305

 

Service Shares

 

 

 

 

 

 

 

 

Shares sold

 

 

1,548,688

 

 

 

4,452,721

 

Shares issued for distributions reinvested

 

 

2,390,051

 

 

 

919,541

 

Shares redeemed

 

 

(2,044,014)

 

 

 

(3,213,266)

 

Net Increase (Decrease) in Shares Outstanding

1,894,725

 

 

 

2,158,996

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

               

14

 

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. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. The fund’s total returns do not reflect expenses associated with variable annuity or insurance contracts. These figures have been derived from the fund’s financial statements.

               
     
 

Year Ended December 31,

Initial Shares

 

2019

2018

2017

2016

2015

Per Share Data ($):

           

Net asset value,
beginning of period

 

22.56

23.95

17.69

17.78

18.65

Investment Operations:

           

Investment income (loss)—neta

 

.08

.04

(.01)

.01

(.04)

Net realized and unrealized gain
(loss) on investments

 

5.55

(.11)

7.29

.77

1.12

Total from Investment Operations

 

5.63

(.07)

7.28

.78

1.08

Distributions:

           

Dividends from net realized
gain on investments

 

(2.93)

(1.32)

(1.02)

(.87)

(1.95)

Net asset value, end of period

 

25.26

22.56

23.95

17.69

17.78

Total Return (%)

 

25.82

(.98)

42.64

4.72

6.16

Ratios/Supplemental Data (%):

           

Ratio of total expenses
to average net assets

 

.79

.79

.82

.83

.83

Ratio of net expenses
to average net assets

 

.79

.79

.82

.83

.83

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

 

.33

.14

(.05)

.07

(.22)

Portfolio Turnover Rate

 

77.56

55.34

42.07

64.26

70.33

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

 

140,591

119,470

122,670

87,243

96,422

a Based on average shares outstanding.

See notes to financial statements.

15

 

FINANCIAL HIGHLIGHTS (continued)

               
     
 

Year Ended December 31,

Service Shares

 

2019

2018

2017

2016

2015

Per Share Data ($):

           

Net asset value, beginning of period

 

21.31

22.75

16.88

17.06

18.01

Investment Operations:

           

Investment income (loss)—neta

 

.02

(.03)

(.06)

(.03)

(.08)

Net realized and unrealized gain
(loss) on investments

 

5.23

(.09)

6.95

.72

1.08

Total from Investment Operations

 

5.25

(.12)

6.89

.69

1.00

Distributions:

           

Dividends from net realized
gain on investments

 

(2.93)

(1.32)

(1.02)

(.87)

(1.95)

Net asset value, end of period

 

23.63

21.31

22.75

16.88

17.06

Total Return (%)

 

25.51

(1.27)

42.36

4.38

5.92

Ratios/Supplemental Data (%):

           

Ratio of total expenses
to average net assets

 

1.04

1.04

1.07

1.08

1.08

Ratio of net expenses
to average net assets

 

1.04

1.04

1.07

1.08

1.08

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

 

.08

(.11)

(.30)

(.18)

(.47)

Portfolio Turnover Rate

 

77.56

55.34

42.07

64.26

70.33

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

 

475,148

388,151

365,231

225,801

217,006

a Based on average shares outstanding.

See notes to financial statements.

16

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Technology Growth Portfolio (the “fund”) is a separate diversified series of BNY Mellon Investment Portfolios (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering four series, including the fund. The fund is only offered to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. The fund’s investment objective is to seek capital appreciation. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser.

Effective June 3, 2019, the Company changed its name from Dreyfus Investment Portfolios to BNY Mellon Investment Portfolios. In addition, The Dreyfus Corporation, the fund’s investment adviser, changed its name to “BNY Mellon Investment Adviser, Inc.”, MBSC Securities Corporation, the fund’s distributor, changed its name to “BNY Mellon Securities Corporation” and Dreyfus Transfer, Inc., the fund’s transfer agent, changed its name to “BNY Mellon Transfer, Inc.”

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares, which are sold without a sales charge. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Initial and Service. Each class of shares has identical rights and privileges, except with respect to the Distribution Plan, and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC

17

 

NOTES TO FINANCIAL STATEMENTS (continued)

registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

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

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

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

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

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

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:

18

 

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 Company’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 restricted 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 December 31, 2019 in valuing the fund’s investments:

19

 

NOTES TO FINANCIAL STATEMENTS (continued)

         

Assets ($)

Level 1 - Unadjusted Quoted Prices

Level 2 - Other Significant Observable Inputs

Level 3 -Significant Unobservable Inputs

Total

Investments in Securities:

 

 

 

Equity Securities - Common Stocks

611,284,792

-

-

611,284,792

Investment Companies

13,303,419

-

-

13,303,419

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

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

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

(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, a subsidiary of BNY Mellon and an affiliate of the Adviser, 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

20

 

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 December 31, 2019, The Bank of New York Mellon earned $17,086 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) 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.

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

As of and during the period ended December 31, 2019, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended December 31, 2019, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended December 31, 2019 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At December 31, 2019, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $787,609, undistributed capital gains $76,433,899 and unrealized appreciation $139,770,920.

21

 

NOTES TO FINANCIAL STATEMENTS (continued)

The tax character of distributions paid to shareholders during the fiscal periods ended December 31, 2019 and December 31, 2018 were as follows: ordinary income $0 and $10,979,108, and long-term capital gains $68,551,489 and $18,310,797, respectively.

(g) New Accounting Pronouncements: Effective June 1, 2019, the fund adopted Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The update provides guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. The adoption of ASU 2018-13 had no impact on the operations of the fund for the period ended December 31, 2019.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $1.030 billion 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 $830 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is in amount equal to $200 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 December 31, 2019, the fund did not borrow under the Facilities.

NOTE 3—Management Fee and Other Transactions with Affiliates:

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

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Service shares pay the Distributor for distributing its shares, for servicing and/or maintaining Service shares’ shareholder accounts and for advertising and marketing for Service shares. The Distribution Plan provides for payments to be made at an annual rate of .25% of the value of the Service shares’ average daily net assets. The Distributor may make

22

 

payments to Participating Insurance Companies and to brokers and dealers acting as principal underwriter for their variable insurance products. The fees payable under the Distribution Plan are payable without regard to actual expenses incurred. During the period ended December 31, 2019, Service shares were charged $1,121,651 pursuant to the Distribution 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. The fund had an arrangement with the custodian to receive earnings credits when positive cash balances were maintained, which were used to offset custody fees. Effective February 1, 2019, the arrangement with the custodian changed whereby the fund will no longer receive earnings credits to offset its custody fees and will receive interest income or overdraft fees going forward. For financial reporting purposes, the fund includes net earnings credits, if any, as an expense offset 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 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 December 31, 2019, the fund was charged $833 for transfer agency services. 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 December 31, 2019, the fund was charged $13,010 pursuant to the custody agreement.

During the period ended December 31, 2019, the fund was charged $11,793 for services performed by the Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $384,440, Distribution Plan fees of $98,812, custodian fees of $4,400, Chief Compliance Officer fees of $3,261 and transfer agency fees of $158.

(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.

23

 

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and foreign currency exchange contracts (“forward contracts”), during the period ended December 31, 2019, amounted to $444,327,399 and $444,054,311, 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 December 31, 2019 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

24

 

counterparty. At December 31, 2019, there were no forward contracts outstanding.

The following summarizes the average market value of derivatives outstanding during the period ended December 31, 2019:

     

 

 

Average Market Value ($)

Forward contracts

 

46,535

 

 

 

At December 31, 2019, the cost of investments for federal income tax purposes was $484,817,525; accordingly, accumulated net unrealized appreciation on investments was $139,770,686, consisting of $157,653,513 gross unrealized appreciation and $17,882,827 gross unrealized depreciation.

25

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Technology Growth Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Technology Growth Portfolio (the “Fund”) (one of the funds constituting BNY Mellon Investment Portfolios), including the statements of investments and investments in affiliated issuers, as of December 31, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Investment Portfolios) at December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others 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. We believe that our audits provide a reasonable basis for our opinion.

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

New York, New York
February 10, 2020

26

 

IMPORTANT TAX INFORMATION (Unaudited)

The fund hereby reports $2.9349 per share as a long-term capital gain distribution paid on March 20, 2019.

27

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Trustees held on July 23-24, 2019, the Board considered the renewal of the fund’s Management Agreement pursuant to which the Adviser provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser. In considering the renewal of the Agreement, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information provided to it at the meeting and in previous presentations from representatives of the Adviser regarding the nature, extent, and quality of the services provided to funds in the BNY Mellon fund complex. The Adviser provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. The Adviser also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the BNY Mellon fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or the Adviser) and the Adviser’s corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that the Adviser also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered the Adviser’s extensive administrative, accounting and compliance infrastructures. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended May 31, 2019, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to

28

 

select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds. The Board discussed with representatives of the Adviser and/or its affiliates the results of the comparisons and considered that the fund’s total return performance was below the Performance Group and Performance Universe medians for all periods, except for the two- and four-year periods when performance was above the Performance Universe medians. The Board considered the relative proximity of the fund’s performance to the Performance Group and/or Performance Universe median in certain periods when performance was below median. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index, and it was considered that the fund’s returns were above the returns of the index in 4 of the 10 calendar years shown. The Board also noted that an additional primary portfolio manager had been added in March 2019.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board considered that the fund’s contractual management fee was below the Expense Group median and the fund’s actual management fee and total expenses were below the Expense Group and the Expense Universe medians.

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

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

29

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited) (continued)

where any economies of scale might emerge in connection with the management of a fund.

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fees under the Agreement, considered in relation to the mix of services provided by the Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreement and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have realized any economies of scale would be less. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser from acting as investment adviser and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreement. Based on the discussions and considerations as described above, the Board concluded and determined as follows.

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

· While the Board noted the fund’s favorable performance in calendar years 2017 and 2018 and that an additional primary portfolio manager was added in March 2019, the Board was concerned about the fund’s performance relative to the Performance Group and Performance Universe and agreed to closely monitor performance.

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

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

In evaluating the Agreement, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and

30

 

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

31

 

BOARD MEMBERS INFORMATION (Unaudited)
INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (76)
Chairman of the Board (1995)
Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (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: 118

———————

Francine J. Bovich (68)
Board Member (2015)
Principal Occupation During Past 5 Years:

· Trustee, The Bradley Trusts, private trust funds (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: 69

———————

J. Charles Cardona (64)
Board Member (2014)
Principal Occupation During Past 5 Years:

· President of the Adviser (2008-2016)

· Chairman (2013-2016) and Executive Vice President (1997-2013) of the Distributor

Other Public Company Board Memberships During Past 5 Years:

· BNY Mellon Liquidity Funds, Chairman and Director (2019-Present)

No. of Portfolios for which Board Member Serves: 33

———————

Gordon J. Davis (78)
Board Member (2012)
Principal Occupation During Past 5 Years:

· Partner in the law firm of Venable LLP (2012-Present)

Other Public Company Board Memberships During Past 5 Years:

· Consolidated Edison, Inc., a utility company, Director (1989-2014)

· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)

No. of Portfolios for which Board Member Serves: 53

———————

32

 

Andrew J. Donohue (69)
Board Member (2019)
Principal Occupation During Past 5 Years:

· Of Counsel, Shearman & Sterling LLP (2017-2019)

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

· Managing Director and Investment Company General Counsel of Goldman Sachs (2012-2015)

Other Public Company Board Memberships During Past 5 Years:

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

No. of Portfolios for which Board Member Serves: 55

———————

Isabel P. Dunst (72)
Board Member (2014)
Principal Occupation During Past 5 Years:

· Senior Counsel, Hogan Lovells LLP (2018-2019); Of Counsel (2015-2018); Partner (1990-2014)

No. of Portfolios for which Board Member Serves: 33

———————

Nathan Leventhal (76)
Board Member (2009)
Principal Occupation During Past 5 Years:

· President Emeritus of Lincoln Center for the Performing Arts (2001-Present)

· President of the Palm Beach Opera (2016-Present)

· Chairman of the Avery Fisher Artist Program, Lincoln Center (1997-2014)

Other Public Company Board Memberships During Past 5 Years:

· Movado Group, Inc., a public company that designs, sources, markets and distributes watches Director (2003-Present)

No. of Portfolios for which Board Member Serves: 47

———————

Robin A. Melvin (56)
Board Member (2014)
Principal Occupation During Past 5 Years:

· Co-chairman, Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois (2014-Present); Board member (2013-Present)

No. of Portfolios for which Board Member Serves: 96

———————

33

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)
INDEPENDENT BOARD MEMBERS (continued)

Roslyn M. Watson (70)
Board Member (2014)
Principal Occupation During Past 5 Years:

· Principal, Watson Ventures, Inc., a real estate investment company (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: 55

———————

Benaree Pratt Wiley (73)
Board Member (2009)
Principal Occupation During Past 5 Years:

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

No. of Portfolios for which Board Member Serves: 75

———————

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.

Clifford L. Alexander, Jr., Emeritus Board Member
Whitney I. Gerard, Emeritus Board Member
George L. Perry, Emeritus Board Member

34

 

OFFICERS OF THE FUND (Unaudited)

RENEE LAROCHE-MORRIS, President since May 2019.

President and a director of BNY Mellon Investment Adviser, Inc. since January 2018. She is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser. She is 48 years old and has been an employee of BNY Mellon since 2003.

JAMES WINDELS, Treasurer since November 2001.

Director- BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 61 years old and has been an employee of the Adviser since April 1985.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.

Chief Legal Officer of the Adviser and Associate General Counsel and Managing Director of BNY Mellon since June 2015; Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division from June 2005 to June 2015, and as Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 48 years old and has been an employee of the Adviser since June 2015.

DAVID DIPETRILLO, Vice President since May 2019.

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; Head of US Retail Product and Channel Marketing, BNY Mellon Investment Management from January 2014 to December 2015. He is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser. He is 41 years old and has been an employee of BNY Mellon since 2005.

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

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 53 years old and has been an employee of the Adviser since December 1996.

SONALEE CROSS, Vice President and Assistant Secretary since March 2018.

Counsel of BNY Mellon since October 2016; Associate at Proskauer Rose LLP from April 2016 to September 2016; Attorney at EnTrust Capital from August 2015 to February 2016; Associate at Sidley Austin LLP from September 2013 to August 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 32 years old and has been an employee of the Adviser since October 2016.

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; Trustee Associate at BNY Mellon Trust Company (Ireland) Limited from August 2013 to February 2016. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 29 years old and has been an employee of the Adviser since August 2018.

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

Managing Counsel of BNY Mellon since December 2017, Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 44 years old and has been an employee of the Adviser since March 2013.

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

Senior Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 54 years old and has been an employee of the Adviser since October 1990.

PETER M. SULLIVAN, Vice President and Assistant Secretary since March 2019.

Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 51 years old and has been an employee of the Adviser since April 2004.

35

 

OFFICERS OF THE FUND (Unaudited) (continued)

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

Managing Counsel of BNY Mellon since December 2019; Counsel of BNY Mellon from May 2016 to December 2019; Attorney at Wildermuth Endowment Strategy Fund/Wildermuth Advisory, LLC from November 2015 to May 2016 and Assistant General Counsel at RCS Advisory Services from July 2014 to November 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. She is 34 years old and has been an employee of the Adviser since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager - BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 51 years old and has been an employee of the Adviser since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2002.

Senior Accounting Manager- BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 55 years old and has been an employee of the Adviser since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 52 years old and has been an employee of the Adviser since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser. He is 52 years old and has been an employee of the Adviser since November 1990.

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

Chief Compliance Officer of the Adviser, the BNY Mellon Family of Funds and BNY Mellon Funds Trust (63 investment companies, comprised of 141 portfolios). He is 62 years old and has served in various capacities with the Adviser since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

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 since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor. She is an officer of 56 investment companies (comprised of 134 portfolios) managed by the Adviser. She is 51 years old and has been an employee of the Distributor since 1997.

36

 

NOTES

37

 

For More Information

BNY Mellon Investment Portfolios, Technology Growth Portfolio
240 Greenwich Street
New York, NY 10286

Adviser
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, NY 10286

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


Telephone 1-800-258-4260 or 1-800-258-4261

Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 Attn: Institutional Services Department

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

Internet Information can be viewed online or downloaded at www.bnymellonim.com/us

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.bnymellonim.com/us and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.

   

© 2020 BNY Mellon Securities Corporation
0175AR1219

 


 

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 $140,888 in 2018 and $145,352 in 2019.

 

(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 $40,064 in 2018 and $36,908 in 2019.  These services consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended, (iii) advisory services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.

 

The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2018 and $0 in 2019.

 

(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 $17,972 in 2018 and $12,160 in 2019.  These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies.  The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were $0 in 2018 and $0 in 2019. 

 

(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 $50 in 2018 and $57 in 2019.  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 2018 and $0 in 2019. 

 

(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 $744,219 in 2018 and $605,259 in 2019. 

 

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 second fiscal quarter of 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 Portfolios

By:       /s/ Renee LaRoche-Morris

            Renee LaRoche-Morris

            President (Principal Executive Officer)

 

 

Date:    February 10, 2020

 

 

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/ Renee LaRoche-Morris

            Renee LaRoche-Morris

            President (Principal Executive Officer)

 

 

Date:    February 10, 2020

 

 

By:       /s/ James Windels

            James Windels

            Treasurer (Principal Financial Officer)

 

 

Date:    February 7, 2020

 

 

 

 


 

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)