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 | 811-21327 | |||||
BNY Mellon Investment Funds VI | ||||||
(Exact name of Registrant as specified in charter) | ||||||
c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street New York, New York 10286 |
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(Address of principal executive offices) (Zip code) | ||||||
Deirdre Cunnane, Esq. 240 Greenwich Street New York, New York 10286 |
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(Name and address of agent for service) | ||||||
Registrant's telephone number, including area code: | (212) 922-6400 | |||||
Date of fiscal year end:
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11/30 | |||||
Date of reporting period: |
11/30/23
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FORM N-CSR
Item 1. Reports to Stockholders.
BNY Mellon Balanced Opportunity Fund
ANNUAL REPORT November 30, 2023 |
IMPORTANT NOTICE – UPCOMING CHANGES TO ANNUAL AND SEMI-ANNUAL REPORTS
The Securities and Exchange Commission (the “SEC”) has adopted rule and form amendments that will result in changes to the design and delivery of annual and semi-annual fund reports (“Reports”). Beginning in July 2024, Reports will be streamlined to highlight key information. Certain information currently included in Reports, including financial statements, will no longer appear in the Reports but will be available online, delivered free of charge to shareholders upon request, and filed with the SEC.
If you previously elected to receive the fund’s Reports electronically, you will continue to do so. Otherwise, you will receive paper copies of the fund’s re-designed Reports by USPS mail in the future. If you would like to receive the fund’s Reports (and/or other communications) electronically instead of by mail, please contact your financial advisor or, if you are a direct investor, please log into your mutual fund account at www.bnymellonim.com/us and select “E-Delivery” under the Profile page. You must be registered for online account access before you can enroll in E-Delivery.
Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes. |
The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other person in the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change at any time based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund in the BNY Mellon Family of Funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any fund in the BNY Mellon Family of Funds. |
Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
THE FUND
FOR MORE INFORMATION
Back Cover
DISCUSSION OF FUND PERFORMANCE (Unaudited)
For the period from December 1, 2022, through November 30, 2023, as provided by Torrey Zaches, CFA and James Stavena, Asset Allocation Portfolio Managers, Brian Ferguson, John C. Bailer, CFA, James A. Lydotes, CFA, Karen Behr, Keith Howell, John R. Porter III, portfolio managers employed by the fund’s sub-adviser, Newton Investment Management North America, LLC, and primary portfolio managers for the fund’s fixed income investments Howard Cunningham and Martin Chambers employed by Newton Investment Management Limited, sub-sub adviser.
Market and Fund Performance Overview
For the 12-month period ended November 30, 2023, the BNY Mellon Balanced Opportunity Fund (the “fund”) produced a total return of 8.72% for Class A shares, 7.99% for Class C shares, 9.01% for Class I shares, 9.05% for Class J shares, 9.75% for Class Y shares and 8.95% for Class Z shares.1 In comparison, the S&P 500® Index and the Bloomberg U.S. Aggregate Bond Index (the “Bloomberg Index”), produced total returns of 13.83% and 1.18%, respectively, for the same period.2,3 Separately, a Customized Blended Index composed of 60% S&P 500® Index and 40% Bloomberg Index produced a total return of 8.76% for the same period.4
Stocks and bonds gained ground during the reporting period as inflationary pressures eased, the U.S. Federal Reserve (the “Fed”) reduced the pace of interest-rate hikes, and economic growth remained positive. The fund performed in line with the Customized Blended Index due to the mixed performance of the fund’s strategies.
The Fund’s Investment Approach
The fund seeks high total return through a combination of capital appreciation and current income. To pursue its goal, the fund invests in a diversified mix of stocks and fixed-income securities. BNY Mellon Investment Adviser, Inc., the fund’s investment adviser, has engaged its affiliate, Newton Investment Management North America, LLC (NIMNA), to serve as the fund’s sub-adviser responsible for overall asset allocation for the fund and for the portion of the fund’s assets allocated to equity investments and fixed-income investments. NIMNA has engaged its affiliate, Newton Investment Management Limited (NIM) to provide the day-to-day management of the portion of the fund’s assets allocated to fixed-income investments. The fund varies the mix of stocks and bonds, but normally the fund allocates between 25% and 50% to fixed-income securities and between 75% and 50% to equities. NIMNA allocates the fund’s assets between the fund’s equity and fixed-income portfolio managers, based on an assessment of the relative return and risk of each asset class and an analysis of several factors, including general economic conditions, anticipated future changes in interest rates and the outlook for stocks generally.
In the equity portion of the fund’s portfolio, we strive to create a broadly diversified blend of growth and value stocks. Stock selection is made through extensive quantitative and fundamental research. The fund may invest up to 20% of its assets in foreign equity securities.
In the fixed-income portion of the fund’s portfolio, we may include corporate bonds, debentures, notes, mortgage-related securities, including collateralized mortgage obligations
2
(CMOs), asset-backed securities, convertible securities, municipal obligations, zero-coupon bonds and money market instruments.
Stocks and Bonds Gain Ground Despite Macroeconomic and Geopolitical Concerns
The outlook for inflation and the trajectory of monetary policy continued to dominate the narrative within financial markets during the reporting period. Despite hawkish rhetoric and actions from central banks, the early months of the period saw evidence of decelerating price growth in the United States, raising hopes that inflation had peaked and driving risk assets higher. Markets were also encouraged by China’s easing of its strict COVID-19 restrictions. In Europe, mild winter weather and effective management of reserves averted a potential energy crisis related to the absence of Russian oil.
In February and March 2023, signs of interest-rate-related stress emerged within the U.S. banking sector as two major regional banks failed, followed by the enforced takeover of Credit Suisse by UBS under the auspices of the Swiss authorities. Equities dipped broadly, before swift action from federal authorities and major banks eased investors’ concerns, enabling markets to regain upward momentum in mid-March. Global economic growth remained generally positive despite high inflation and rising interest rates. The U.S. economy continued to expand, supported by historically high levels of employment, strong wage growth and steady consumer spending. European economies remained in broadly positive territory as well, despite some notably weak areas, such as Germany. China’s reopening proved uneven, faltering in May, while worsening U.S.-China relations further challenged the world’s second-largest economy, bringing the threat of U.S. restrictions on investments in China in areas such as artificial intelligence (AI), quantum computing and semiconductors.
Equity Positioning Bolsters Relative Performance
From an overall allocation perspective, the fund held slightly underweight allocation to equities relative to the Customized Blended Index throughout the reporting period. Among equities, allocations to large-cap growth increased marginally due to the asset class’s outsized appreciation. The fund’s bond allocation increased as well, as we deployed cash in that direction in August and September 2023, given an improving fixed-income landscape and rising yields.
On the equity side, the fund’s large-cap growth allocation benefited from strong returns in the industrials and consumer discretionary sectors. Among industrials, top performers included transportation provider Uber Technologies, Inc., which added drivers and expanded delivery services; diversified machinery manufacturer Ingersoll Rand, Inc. which benefited from growing demand; and online real estate information provider CoStar Group, Inc., which gained market share. In the consumer discretionary sector, Amazon.com, Inc. produced strong returns, while tactical trading in shares of electric vehicle maker Tesla further contributed to relative results. Other leading performers included video semiconductor chip maker NVIDIA Corp. and commerce platform Shopify, Inc. Conversely, positioning in the health care and materials sectors detracted from relative returns. In health care, genetic equipment maker Illumina, Inc. faced headwinds from China’s hospital spending policies and from customer inventory build-downs, while shares
3
DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)
of biotechnology firm Sarepta Therapeutics, Inc. struggled when the U.S. Food and Drug Administration granted a disappointingly limited approval for one of the company’s drugs. In materials, shares in aluminum producer Alcoa Corp. were undermined by shifting supply and demand dynamics, leading us to sell the fund’s position.
The fund’s large-cap value allocation produced weaker absolute returns during a period in which value-oriented shares significantly underperformed their growth-oriented counterparts. Nevertheless, fund’s large-cap value holdings materially outperformed averages for value-oriented shares, as measured against the 1.36% return of the Russell 1000® Value Index, which is used internally by the fund as a benchmark of large-cap value performance. Within large-cap value, strong issue selection in the financials sector led gains, as did underweight exposure to the banking area. Top performers included futures and options exchange CME Group, Inc., which reported high margins and a strong balance sheet despite an uncertain economic environment; consumer purchase insurer Assurant Inc., which saw an improving business mix for the company’s capital-light, high-return business model; and property & casualty insurer The Progressive Co., which saw improved pricing in the automotive insurance area. Underperforming sectors included materials, consumer discretionary and communication services. Within materials, Alcoa Corp. and chemical products producer CF Industries Holdings, Inc. generated disappointing returns, while in consumer discretionary, toy maker Hasbro failed to meet expectations, leading us to sell the fund’s position. While issue selection bolstered returns in communication services, underweight sector exposure detracted.
A small allocation to international equities, which generally performed in line with their U.S. counterparts, had little impact on the fund’s relative returns.
The fixed-income portion of the fund mildly outperformed the Bloomberg Index, generating the strongest returns during the final six weeks of the reporting period. Performance benefited from a skew toward credit and away from government securities during most of the period. Major changes to the portfolio included trimming the fund’s overweight exposure to investment-grade securities, reducing duration to approximately neutral, trimming overweight exposure to asset-backed and agency securities, and increasing exposure to the energy and health care sectors.
Providing Experienced Management Within Each Asset Class
As of the end of the reporting period, we anticipate further market volatility as the Fed works to constrain inflationary pressures, with the possibility of a recession still on the horizon. While many companies have effectively controlled costs and continued to report reasonably strong earnings despite those pressures, we expect businesses to face increasing difficulties in meeting financial expectations if economic growth falters.
We believe the fund’s holdings are relatively well positioned to outperform in the face of prevailing market uncertainties due to our investment approach. We allocate assets to growth-oriented equities and value-oriented equities roughly in proportion to the asset-class composition of the S&P 500® Index, and add a significant allocation to fixed-income instruments for increased diversification and added stability. For each asset class, we assign investment responsibilities to a team of portfolio managers with extensive experience within
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that asset class, leveraging their expertise to construct a portfolio that we believe can outperform the relevant benchmarks over time. As of November 30, 2023, relative to the Customized Blended Index, the fund held slightly overweight allocations to fixed-income securities and slightly underweight allocations to equities, with the balance of assets allocated to cash and other instruments to better manage liquidity and cash flows.
December 15, 2023
1 Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. The fund’s return reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement in effect through March 31, 2024, 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 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.
3 Source: Lipper Inc. — The Bloomberg U.S. Aggregate Bond Index is a broad-based, flagship benchmark that measures the investment-grade, U.S. dollar-denominated, fixed-rate, taxable bond market. The index includes Treasuries, government-related and corporate securities, MBS (agency fixed-rate and hybrid ARM pass-throughs), ABS and CMBS (agency and nonagency). Investors cannot invest directly in any index.
4 The source for the Customized Blended Index is FactSet.
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.
Bonds are subject generally to interest-rate, credit, liquidity and market risks, to varying degrees, all of which are more fully described in the fund’s prospectus. Generally, all other factors being equal, bond prices are inversely related to interest-rate changes, and rate increases can cause price declines.
The fund may, but is not required to, use derivative instruments. A small investment in derivatives could have a potentially large impact on the fund’s performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets.
Please note: the position in any security highlighted with italicized typeface was sold during the reporting period.
5
FUND PERFORMANCE (Unaudited)
Comparison of change in value of a $10,000 investment in Class A shares, Class C shares, Class I shares, Class J shares and Class Z shares of BNY Mellon Balanced Opportunity Fund with a hypothetical investment of $10,000 in the S&P 500® Index, Bloomberg U.S. Aggregate Bond Index and an index comprised of 60% S&P 500® Index and 40% Bloomberg U.S. Aggregate Bond Index (the “Customized Blended Index”).
† Source: Lipper Inc.
†† Source: FactSet
Past performance is not predictive of future performance.
The above graph compares a hypothetical $10,000 investment made in Class A shares, Class C shares, Class I shares, Class J shares and Class Z shares of BNY Mellon Balanced Opportunity Fund on 11/30/13 to a hypothetical investment of $10,000 made in the S&P 500® Index, Bloomberg U.S. Aggregate Bond Index and Customized Blended Index on that date. All dividends and capital gain distributions are reinvested. Returns for the Customized Blended Index are re-balanced monthly.
The fund’s performance shown in the line graph above takes into account the maximum initial sales charge on Class A shares and all other applicable fees and expenses on all classes. The 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. The Bloomberg U.S. Aggregate Bond Index is a broad-based flagship benchmark that measures the investment-grade, U.S. dollar-denominated, fixed-rate taxable bond market. The index includes Treasuries, government-related and corporate securities, MBS (agency fixed-rate and hybrid ARM pass-throughs), ABS and CMBS (agency and nonagency). 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.
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Comparison of change in value of a $1,000,000 investment in Class Y shares of BNY Mellon Balanced Opportunity Fund with a hypothetical investment of $1,000,000 in the S&P 500® Index, Bloomberg U.S. Aggregate Bond Index and an index comprised of 60% S&P 500® Index and 40% Bloomberg U.S. Aggregate Bond Index (the “Customized Blended Index”).
† Source: Lipper Inc.
†† Source: FactSet
††† The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class I shares for the period prior to 9/30/16 (the inception date for Class Y shares).
Past performance is not predictive of future performance.
The above graph compares a hypothetical $1,000,000 investment made in Class Y shares of BNY Mellon Balanced Opportunity Fund on 11/30/13 to a hypothetical investment of $1,000,000 made in the S&P 500® Index, Bloomberg U.S. Aggregate Bond Index and Customized Blended Index on that date. All dividends and capital gain distributions are reinvested. Returns for the Customized Blended Index are re-balanced monthly.
The fund’s performance shown in the line graph above takes into account all other applicable fees and expenses of the fund’s Class Y Shares. The 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. The Bloomberg U.S. Aggregate Bond Index is a broad-based flagship benchmark that measures the investment-grade, U.S. dollar-denominated, fixed-rate taxable bond market. The index includes Treasuries, government-related and corporate securities, MBS (agency fixed-rate and hybrid ARM pass-throughs), ABS and CMBS (agency and nonagency). 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.
7
FUND PERFORMANCE (Unaudited) (continued)
Average Annual Total Returns as of 11/30/2023 | |||||
| Inception | 1 Year | 5 Years | 10 Years | |
Class A shares | |||||
with maximum sales charge (5.75%) | 1/30/04 | 2.49% | 4.92% | 5.61% | |
without sales charge | 1/30/04 | 8.72% | 6.18% | 6.23% | |
Class C shares | |||||
with applicable redemption charge† | 1/30/04 | 6.99% | 5.40% | 5.44% | |
without redemption | 1/30/04 | 7.99% | 5.40% | 5.44% | |
Class I shares | 1/30/04 | 9.01% | 6.46% | 6.50% | |
Class J shares | 3/16/87 | 9.05% | 6.46% | 6.50% | |
Class Y shares | 9/30/16 | 9.75% | 6.59% | 6.57%†† | |
Class Z shares | 12/17/04 | 8.95% | 6.37% | 6.42% | |
S&P 500® Index | 13.83% | 12.51% | 11.81% | ||
Bloomberg U.S. Aggregate Bond Index | 1.18% | .71% | 1.37% | ||
Customized Blended Index | 8.76% | 8.03% | 7.78% |
† The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.
†† The total return performance figures presented for Class Y shares of the fund reflect the performance of the fund’s Class I shares for the period prior to 9/30/16 (the inception date for Class Y shares).
The performance data quoted represents past performance, which is no guarantee of future results. Share price and investment return fluctuate and an investor’s shares may be worth more or less than original cost upon redemption. Current performance may be lower or higher than the performance quoted. Go to www.im.bnymellon.com for the fund’s most recent month-end returns.
The fund’s performance shown in the graphs and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.
8
UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)
As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.
Review your fund’s expenses
The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Balanced Opportunity Fund from June 1, 2023 to November 30, 2023. 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 November 30, 2023 | ||||||
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| Class A | Class C | Class I | Class J | Class Y | Class Z |
Expenses paid per $1,000† | $5.70 | $9.53 | $4.42 | $4.42 | $4.57 | $4.83 |
Ending value (after expenses) | $1,047.50 | $1,044.10 | $1,049.20 | $1,049.40 | $1,048.10 | $1,048.80 |
COMPARING YOUR FUND’S EXPENSES WITH THOSE OF OTHER FUNDS (Unaudited)
Using the SEC’s method to compare expenses
The Securities and Exchange Commission (“SEC”) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.
Expenses and Value of a $1,000 Investment |
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Assuming a hypothetical 5% annualized return for the six months ended November 30, 2023 |
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| Class A | Class C | Class I | Class J | Class Y | Class Z | |
Expenses paid per $1,000† | $5.62 | $9.40 | $4.36 | $4.36 | $4.51 | $4.76 | ||
Ending value (after expenses) | $1,019.50 | $1,015.74 | $1,020.76 | $1,020.76 | $1,020.61 | $1,020.36 | ||
† | Expenses are equal to the fund’s annualized expense ratio of 1.11% for Class A, 1.86% for Class C, .86% for Class I, .86% for Class J, .89% for Class Y and .94% for Class Z, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). |
9
STATEMENT OF INVESTMENTS
November 30, 2023
Description | Coupon
| Maturity Date | Principal Amount ($) |
| Value ($) | ||||
Bonds and Notes - 36.8% | |||||||||
Aerospace & Defense - .3% | |||||||||
HEICO Corp., Gtd. Notes | 5.35 | 8/1/2033 | 71,000 | 69,445 | |||||
Lockheed Martin Corp., Sr. Unscd. Notes | 5.20 | 2/15/2055 | 320,000 | 313,225 | |||||
RTX Corp., Sr. Unscd. Notes | 4.13 | 11/16/2028 | 200,000 | 190,449 | |||||
The Boeing Company, Sr. Unscd. Notes | 3.20 | 3/1/2029 | 280,000 | 253,577 | |||||
826,696 | |||||||||
Agriculture - .0% | |||||||||
Philip Morris International, Inc., Sr. Unscd. Notes | 5.63 | 11/17/2029 | 50,000 | 50,821 | |||||
Asset-Backed Certificates - .3% | |||||||||
CNH Equipment Trust, Ser. 2021-A, Cl. A3 | 0.40 | 12/15/2025 | 181,619 | 176,788 | |||||
John Deere Owner Trust, Ser. 2023-B, Cl. A3 | 5.18 | 3/15/2028 | 225,000 | 225,123 | |||||
New Economy Assets Phase 1 Sponsor LLC, Ser. 2021-1, Cl. A1 | 1.91 | 10/20/2061 | 495,000 | a | 428,502 | ||||
830,413 | |||||||||
Asset-Backed Certificates/Auto Receivables - 1.2% | |||||||||
Carvana Auto Receivables Trust, Ser. 2021-P4, Cl. A3 | 1.31 | 1/11/2027 | 296,041 | 285,051 | |||||
Enterprise Fleet Financing LLC, Ser. 2023-1, Cl. A3 | 5.42 | 10/22/2029 | 245,000 | a | 244,101 | ||||
Hertz Vehicle Financing LLC, Ser. 2021-1A, CI. A | 1.21 | 12/26/2025 | 575,000 | a | 552,125 | ||||
Honda Auto Receivables Owner Trust, Ser. 2023-1, Cl. A3 | 5.04 | 4/21/2027 | 178,000 | 177,031 | |||||
Hyundai Auto Receivables Trust, Ser. 2022-C, CI. A4 | 5.52 | 10/16/2028 | 376,000 | 377,582 | |||||
Mercedes-Benz Auto Receivables Trust, Ser. 2023-1, CI. A3 | 4.51 | 11/15/2027 | 247,000 | 243,564 | |||||
Nissan Auto Lease Trust, Ser. 2023-A, CI. A3 | 4.91 | 1/15/2026 | 348,000 | 345,432 | |||||
OSCAR US Funding XII LLC, Ser. 2021-1A, Cl. A4 | 1.00 | 4/10/2028 | 380,000 | a | 360,486 | ||||
Toyota Auto Receivables Owner Trust, Ser. 2022-D, CI. A3 | 5.30 | 9/15/2027 | 579,000 | 577,765 | |||||
Toyota Auto Receivables Owner Trust, Ser. 2023-A, CI. A3 | 4.63 | 9/15/2027 | 202,000 | 199,498 | |||||
3,362,635 | |||||||||
Automobiles & Components - .4% | |||||||||
General Motors Financial Co., Inc., Sr. Unscd. Notes | 2.35 | 1/8/2031 | 280,000 | 223,069 |
10
Description | Coupon
| Maturity Date | Principal Amount ($) |
| Value ($) | ||||
Bonds and Notes - 36.8% (continued) | |||||||||
Automobiles & Components - .4% (continued) | |||||||||
General Motors Financial Co., Inc., Sr. Unscd. Notes | 2.40 | 4/10/2028 | 545,000 | 477,126 | |||||
Volkswagen Group of America Finance LLC, Gtd. Notes | 3.35 | 5/13/2025 | 420,000 | a | 405,334 | ||||
1,105,529 | |||||||||
Banks - 3.1% | |||||||||
Bank of America Corp., Sr. Unscd. Notes | 1.20 | 10/24/2026 | 110,000 | 100,834 | |||||
Bank of America Corp., Sr. Unscd. Notes | 3.42 | 12/20/2028 | 105,000 | 96,494 | |||||
Bank of America Corp., Sr. Unscd. Notes | 3.97 | 2/7/2030 | 250,000 | 231,146 | |||||
Bank of America Corp., Sr. Unscd. Notes | 4.00 | 4/1/2024 | 68,000 | 67,585 | |||||
Bank of America Corp., Sr. Unscd. Notes | 5.29 | 4/25/2034 | 600,000 | 577,079 | |||||
Bank of Montreal, Covered Bonds | 3.75 | 7/25/2025 | 310,000 | a | 302,517 | ||||
Barclays PLC, Sr. Unscd. Notes | 3.93 | 5/7/2025 | 405,000 | 401,026 | |||||
BNP Paribas SA, Sr. Notes | 1.68 | 6/30/2027 | 250,000 | a | 224,996 | ||||
Citigroup, Inc., Sr. Unscd. Notes | 4.65 | 7/30/2045 | 260,000 | 223,340 | |||||
Citizens Bank NA, Sr. Unscd. Notes | 3.75 | 2/18/2026 | 250,000 | 234,987 | |||||
Commonwealth Bank of Australia, Covered Bonds | 3.21 | 5/27/2025 | 420,000 | a | 407,512 | ||||
Cooperatieve Rabobank UA, Sr. Notes | 1.34 | 6/24/2026 | 280,000 | a | 261,068 | ||||
ING Groep NV, Sr. Unscd. Notes | 3.55 | 4/9/2024 | 200,000 | 198,440 | |||||
Intesa Sanpaolo SpA, Sr. Notes | 7.20 | 11/28/2033 | 300,000 | 304,196 | |||||
JPMorgan Chase & Co., Sr. Unscd. Notes | 3.70 | 5/6/2030 | 400,000 | 366,360 | |||||
JPMorgan Chase & Co., Sr. Unscd. Notes | 3.96 | 1/29/2027 | 255,000 | 246,760 | |||||
JPMorgan Chase & Co., Sr. Unscd. Notes | 4.45 | 12/5/2029 | 185,000 | 177,270 | |||||
JPMorgan Chase & Co., Sr. Unscd. Notes | 5.35 | 6/1/2034 | 590,000 | 576,396 | |||||
Lloyds Banking Group PLC, Sr. Unscd. Notes | 1.63 | 5/11/2027 | 280,000 | 252,829 | |||||
Morgan Stanley, Sr. Unscd. Notes | 4.00 | 7/23/2025 | 75,000 | 73,289 | |||||
Morgan Stanley, Sr. Unscd. Notes | 4.43 | 1/23/2030 | 300,000 | 284,917 | |||||
NatWest Group PLC, Sr. Unscd. Notes | 1.64 | 6/14/2027 | 200,000 | 179,571 | |||||
NatWest Group PLC, Sr. Unscd. Notes | 4.27 | 3/22/2025 | 250,000 | 248,449 | |||||
Royal Bank of Canada, Sr. Unscd. Notes | 2.55 | 7/16/2024 | 230,000 | 225,614 |
11
STATEMENT OF INVESTMENTS (continued)
Description | Coupon
| Maturity Date | Principal Amount ($) |
| Value ($) | ||||
Bonds and Notes - 36.8% (continued) | |||||||||
Banks - 3.1% (continued) | |||||||||
The Goldman Sachs Group, Inc., Sr. Unscd. Notes | 3.81 | 4/23/2029 | 610,000 | 567,024 | |||||
The Toronto-Dominion Bank, Sr. Unscd. Notes | 5.52 | 7/17/2028 | 360,000 | 362,909 | |||||
Truist Financial Corp., Sr. Unscd. Notes | 2.50 | 8/1/2024 | 265,000 | 259,026 | |||||
U.S. Bancorp, Sr. Unscd. Notes | 2.40 | 7/30/2024 | 205,000 | 200,498 | |||||
Wells Fargo & Co., Sr. Unscd. Notes | 4.15 | 1/24/2029 | 405,000 | 383,628 | |||||
Wells Fargo & Co., Sub. Notes | 4.30 | 7/22/2027 | 320,000 | 307,283 | |||||
8,343,043 | |||||||||
Beverage Products - .1% | |||||||||
Bacardi Ltd./Bacardi-Martini BV, Sr. Unscd. Notes | 5.40 | 6/15/2033 | 191,000 | a | 185,395 | ||||
Building Materials - .2% | |||||||||
Carrier Global Corp., Sr. Unscd. Notes | 2.49 | 2/15/2027 | 395,000 | 361,932 | |||||
Trane Technologies Financing Ltd., Gtd. Notes | 5.25 | 3/3/2033 | 100,000 | 99,382 | |||||
461,314 | |||||||||
Chemicals - .1% | |||||||||
Nutrien Ltd., Sr. Unscd. Notes | 3.95 | 5/13/2050 | 220,000 | 163,513 | |||||
The Sherwin-Williams Company, Sr. Unscd. Notes | 2.30 | 5/15/2030 | 75,000 | 62,983 | |||||
226,496 | |||||||||
Commercial Mortgage Pass-Through Certificates - .7% | |||||||||
CAMB Commercial Mortgage Trust, Ser. 2019-LIFE, Cl. A, (1 Month TSFR +1.12%) | 6.44 | 12/15/2037 | 225,000 | a,b | 223,904 | ||||
Citigroup Commercial Mortgage Trust, Ser. 2020-GC46, Cl. A2 | 2.71 | 2/15/2053 | 140,000 | 124,343 | |||||
Commercial Mortgage Trust, Ser. 2014-UBS3, Cl. A3 | 3.55 | 6/10/2047 | 337,330 | 334,474 | |||||
CSAIL Commercial Mortgage Trust, Ser. 2017-CX10, Cl. A4 | 3.19 | 11/15/2050 | 240,000 | 219,166 | |||||
DBCG Mortgage Trust, Ser. 2017-BBG, Cl. A, (1 Month PRIME +0.70%) | 8.50 | 6/15/2034 | 335,000 | a,b | 335,017 | ||||
GS Mortgage Securities Trust, Ser. 2019-GC39, Cl. A3 | 3.31 | 5/10/2052 | 215,000 | 189,362 | |||||
Tricon American Homes Trust, Ser. 2017-SFR2, Cl. A | 2.93 | 1/17/2036 | 180,384 | a | 179,367 | ||||
Wells Fargo Commercial Mortgage Trust, Ser. 2014-LC18, Cl. A4 | 3.15 | 12/15/2047 | 139,152 | 134,929 | |||||
Wells Fargo Commercial Mortgage Trust, Ser. 2020-C56, CI. A5 | 2.45 | 6/15/2053 | 135,000 | 110,989 |
12
Description | Coupon
| Maturity Date | Principal Amount ($) |
| Value ($) | ||||
Bonds and Notes - 36.8% (continued) | |||||||||
Commercial Mortgage Pass-Through Certificates - .7% (continued) | |||||||||
WFRBS Commercial Mortgage Trust, Ser. 2014-C22, Cl. A4 | 3.49 | 9/15/2057 | 160,337 | 157,032 | |||||
2,008,583 | |||||||||
Consumer Discretionary - .1% | |||||||||
Marriott International, Inc., Sr. Unscd. Notes, Ser. HH | 2.85 | 4/15/2031 | 465,000 | 388,158 | |||||
Diversified Financials - .7% | |||||||||
Aercap Ireland Capital DAC/AerCap Global Aviation Trust, Gtd. Notes | 1.75 | 1/30/2026 | 225,000 | 205,830 | |||||
Air Lease Corp., Sr. Unscd. Notes | 1.88 | 8/15/2026 | 215,000 | 194,577 | |||||
Air Lease Corp., Sr. Unscd. Notes | 2.88 | 1/15/2026 | 135,000 | 127,075 | |||||
American Express Co., Sr. Unscd. Notes | 2.50 | 7/30/2024 | 300,000 | 293,845 | |||||
Capital One Financial Corp., Sr. Unscd. Notes | 6.31 | 6/8/2029 | 198,000 | 196,964 | |||||
Discover Financial Services, Sr. Unscd. Notes | 6.70 | 11/29/2032 | 342,000 | 339,652 | |||||
Intercontinental Exchange, Inc., Sr. Unscd. Notes | 4.35 | 6/15/2029 | 130,000 | 125,427 | |||||
Nasdaq, Inc., Sr. Unscd. Notes | 5.95 | 8/15/2053 | 140,000 | 141,939 | |||||
USAA Capital Corp., Sr. Unscd. Notes | 2.13 | 5/1/2030 | 165,000 | a | 135,183 | ||||
1,760,492 | |||||||||
Electronic Components - .1% | |||||||||
Trimble, Inc., Sr. Unscd. Notes | 6.10 | 3/15/2033 | 260,000 | 263,847 | |||||
Energy - 1.0% | |||||||||
Cameron LNG LLC, Sr. Scd. Notes | 3.30 | 1/15/2035 | 260,000 | a | 212,218 | ||||
Cheniere Corpus Christi Holdings LLC, Sr. Scd. Notes | 3.70 | 11/15/2029 | 285,000 | 259,845 | |||||
EIG Pearl Holdings SARL, Sr. Scd. Bonds | 3.55 | 8/31/2036 | 385,000 | a | 321,334 | ||||
Enbridge, Inc., Gtd. Notes | 5.70 | 3/8/2033 | 188,000 | 188,105 | |||||
Energy Transfer LP, Sr. Unscd. Notes | 4.90 | 2/1/2024 | 225,000 | 224,465 | |||||
Enterprise Products Operating LLC, Gtd. Notes | 2.80 | 1/31/2030 | 185,000 | 162,168 | |||||
Enterprise Products Operating LLC, Gtd. Notes | 3.30 | 2/15/2053 | 190,000 | 132,753 | |||||
Equinor ASA, Gtd. Notes | 3.25 | 11/18/2049 | 660,000 | 467,722 | |||||
Kinder Morgan Energy Partners LP, Gtd. Notes | 5.00 | 3/1/2043 | 140,000 | 117,536 | |||||
Kinder Morgan Energy Partners LP, Gtd. Notes | 6.55 | 9/15/2040 | 210,000 | 212,410 | |||||
MPLX LP, Sr. Unscd. Notes | 4.13 | 3/1/2027 | 110,000 | 105,701 | |||||
MPLX LP, Sr. Unscd. Notes | 5.20 | 3/1/2047 | 210,000 | 182,687 | |||||
ONEOK, Inc., Gtd. Notes | 5.65 | 11/1/2028 | 76,000 | 76,539 |
13
STATEMENT OF INVESTMENTS (continued)
Description | Coupon
| Maturity Date | Principal Amount ($) |
| Value ($) | ||||
Bonds and Notes - 36.8% (continued) | |||||||||
Energy - 1.0% (continued) | |||||||||
Spectra Energy Partners LP, Gtd. Notes | 4.75 | 3/15/2024 | 75,000 | 74,771 | |||||
Western Midstream Operating LP, Sr. Unscd. Notes | 6.15 | 4/1/2033 | 42,000 | 42,335 | |||||
2,780,589 | |||||||||
Environmental Control - .3% | |||||||||
Republic Services, Inc., Sr. Unscd. Notes | 2.38 | 3/15/2033 | 525,000 | 420,583 | |||||
Republic Services, Inc., Sr. Unscd. Notes | 2.50 | 8/15/2024 | 100,000 | 98,004 | |||||
Waste Management, Inc., Gtd. Notes | 2.00 | 6/1/2029 | 365,000 | 313,230 | |||||
Waste Management, Inc., Gtd. Notes | 3.15 | 11/15/2027 | 100,000 | 93,846 | |||||
925,663 | |||||||||
Food Products - .2% | |||||||||
Conagra Brands, Inc., Sr. Unscd. Notes | 1.38 | 11/1/2027 | 180,000 | 154,770 | |||||
Kraft Heinz Foods Co., Gtd. Notes | 4.38 | 6/1/2046 | 270,000 | 220,576 | |||||
Mondelez International, Inc., Sr. Unscd. Notes | 2.13 | 3/17/2024 | 151,000 | 149,431 | |||||
524,777 | |||||||||
Foreign Governmental - .7% | |||||||||
British Columbia, Sr. Unscd. Bonds | 2.25 | 6/2/2026 | 520,000 | 489,639 | |||||
Hungary, Sr. Unscd. Notes | 2.13 | 9/22/2031 | 200,000 | a | 154,542 | ||||
Hungary, Sr. Unscd. Notes | 5.25 | 6/16/2029 | 250,000 | a | 244,805 | ||||
Italy, Sr. Unscd. Notes | 1.25 | 2/17/2026 | 400,000 | 365,941 | |||||
Italy, Sr. Unscd. Notes | 2.88 | 10/17/2029 | 225,000 | 197,142 | |||||
Mexico, Sr. Unscd. Notes | 2.66 | 5/24/2031 | 310,000 | 254,128 | |||||
Uruguay, Sr. Unscd. Bonds | 4.38 | 1/23/2031 | 60,000 | 58,273 | |||||
1,764,470 | |||||||||
Health Care - 1.5% | |||||||||
AbbVie, Inc., Sr. Unscd. Notes | 3.20 | 11/21/2029 | 220,000 | 199,814 | |||||
Amgen, Inc., Sr. Unscd. Notes | 3.15 | 2/21/2040 | 255,000 | 188,216 | |||||
Amgen, Inc., Sr. Unscd. Notes | 5.65 | 3/2/2053 | 225,000 | 222,082 | |||||
AstraZeneca PLC, Sr. Unscd. Notes | 1.38 | 8/6/2030 | 160,000 | 128,821 | |||||
Biogen, Inc., Sr. Unscd. Notes | 2.25 | 5/1/2030 | 235,000 | 193,388 | |||||
Bio-Rad Laboratories, Inc., Sr. Unscd. Notes | 3.70 | 3/15/2032 | 430,000 | 369,197 | |||||
Bristol-Myers Squibb Co., Sr. Unscd. Notes | 3.20 | 6/15/2026 | 89,000 | 85,604 | |||||
Bristol-Myers Squibb Co., Sr. Unscd. Notes | 3.40 | 7/26/2029 | 25,000 | 23,221 | |||||
Cencora, Inc., Sr. Unscd. Notes | 3.25 | 3/1/2025 | 130,000 | 126,552 | |||||
CVS Health Corp., Sr. Unscd. Notes | 4.30 | 3/25/2028 | 50,000 | 48,403 | |||||
CVS Health Corp., Sr. Unscd. Notes | 5.05 | 3/25/2048 | 350,000 | 307,126 |
14
Description | Coupon
| Maturity Date | Principal Amount ($) |
| Value ($) | ||||
Bonds and Notes - 36.8% (continued) | |||||||||
Health Care - 1.5% (continued) | |||||||||
DH Europe Finance II SARL, Gtd. Notes | 2.60 | 11/15/2029 | 180,000 | 157,669 | |||||
GE HealthCare Technologies, Inc., Sr. Unscd. Notes | 5.91 | 11/22/2032 | 380,000 | 387,947 | |||||
Gilead Sciences, Inc., Sr. Unscd. Notes | 3.65 | 3/1/2026 | 75,000 | 72,585 | |||||
Gilead Sciences, Inc., Sr. Unscd. Notes | 4.75 | 3/1/2046 | 110,000 | 99,020 | |||||
Illumina, Inc., Sr. Unscd. Notes | 5.75 | 12/13/2027 | 86,000 | 86,212 | |||||
Laboratory Corp. of America Holdings, Sr. Unscd. Notes | 3.60 | 2/1/2025 | 350,000 | 341,883 | |||||
Medtronic, Inc., Gtd. Notes | 4.63 | 3/15/2045 | 50,000 | 45,556 | |||||
Merck & Co., Inc., Sr. Unscd. Notes | 3.40 | 3/7/2029 | 60,000 | 56,292 | |||||
Pfizer, Inc., Sr. Unscd. Notes | 3.45 | 3/15/2029 | 55,000 | 51,827 | |||||
Regeneron Pharmaceuticals, Inc., Sr. Unscd. Notes | 1.75 | 9/15/2030 | 112,000 | 88,976 | |||||
Royalty Pharma PLC, Gtd. Notes | 2.15 | 9/2/2031 | 325,000 | 254,110 | |||||
The Cigna Group, Gtd. Notes | 4.38 | 10/15/2028 | 295,000 | 284,731 | |||||
UnitedHealth Group, Inc., Sr. Unscd. Notes | 2.88 | 8/15/2029 | 150,000 | 135,287 | |||||
UnitedHealth Group, Inc., Sr. Unscd. Notes | 4.75 | 7/15/2045 | 155,000 | 141,708 | |||||
4,096,227 | |||||||||
Industrial - .1% | |||||||||
GE Capital Funding LLC, Gtd. Notes | 4.55 | 5/15/2032 | 247,000 | 232,448 | |||||
Insurance - .9% | |||||||||
American International Group, Inc., Sr. Unscd. Notes | 4.38 | 6/30/2050 | 200,000 | 162,893 | |||||
Five Corners Funding Trust II, Sr. Unscd. Notes | 2.85 | 5/15/2030 | 260,000 | a | 222,442 | ||||
Jackson Financial, Inc., Sr. Unscd. Notes | 3.13 | 11/23/2031 | 195,000 | 155,351 | |||||
Massachusetts Mutual Life Insurance Co., Sub. Notes | 3.38 | 4/15/2050 | 225,000 | a | 152,113 | ||||
MassMutual Global Funding II, Scd. Notes | 2.95 | 1/11/2025 | 200,000 | a | 194,665 | ||||
Metropolitan Life Global Funding I, Sr. Scd. Notes | 3.00 | 9/19/2027 | 545,000 | a | 501,125 | ||||
New York Life Insurance Co., Sub. Notes | 3.75 | 5/15/2050 | 205,000 | a | 149,657 | ||||
Pacific Life Global Funding II, Scd. Notes | 1.20 | 6/24/2025 | 375,000 | a | 351,481 | ||||
Pacific Life Global Funding II, Scd. Notes | 1.38 | 4/14/2026 | 270,000 | a | 246,422 | ||||
Pricoa Global Funding I, Scd. Notes | 2.40 | 9/23/2024 | 155,000 | a | 151,069 |
15
STATEMENT OF INVESTMENTS (continued)
Description | Coupon
| Maturity Date | Principal Amount ($) |
| Value ($) | ||||
Bonds and Notes - 36.8% (continued) | |||||||||
Insurance - .9% (continued) | |||||||||
Principal Financial Group, Inc., Gtd. Notes | 4.30 | 11/15/2046 | 125,000 | 97,520 | |||||
2,384,738 | |||||||||
Internet Software & Services - .1% | |||||||||
Meta Platforms, Inc., Sr. Unscd. Notes | 5.60 | 5/15/2053 | 225,000 | 228,771 | |||||
Media - .3% | |||||||||
Charter Communications Operating LLC/Charter Communications Operating Capital, Sr. Scd. Notes | 4.91 | 7/23/2025 | 185,000 | 182,012 | |||||
Comcast Corp., Gtd. Notes | 2.65 | 2/1/2030 | 335,000 | 293,067 | |||||
Comcast Corp., Gtd. Notes | 2.89 | 11/1/2051 | 210,000 | 132,406 | |||||
Comcast Corp., Gtd. Notes | 6.50 | 11/15/2035 | 43,000 | 46,949 | |||||
The Walt Disney Company, Gtd. Notes | 6.65 | 11/15/2037 | 245,000 | 275,146 | |||||
929,580 | |||||||||
Metals & Mining - .2% | |||||||||
Anglo American Capital PLC, Gtd. Notes | 2.63 | 9/10/2030 | 400,000 | a | 330,630 | ||||
Glencore Funding LLC, Gtd. Notes | 2.63 | 9/23/2031 | 415,000 | a | 334,150 | ||||
664,780 | |||||||||
Municipal Securities - .6% | |||||||||
California, GO, Ser. A | 2.38 | 10/1/2026 | 230,000 | 215,260 | |||||
Central Florida Tourism Oversight District, GO, Refunding, Ser. A | 2.40 | 6/1/2032 | 65,000 | 52,222 | |||||
Central Florida Tourism Oversight District, GO, Refunding, Ser. A | 2.45 | 6/1/2033 | 65,000 | 51,095 | |||||
Central Florida Tourism Oversight District, GO, Refunding, Ser. A | 2.50 | 6/1/2034 | 50,000 | 38,500 | |||||
Connecticut, GO, Ser. A | 2.10 | 7/1/2025 | 40,000 | 38,115 | |||||
Dallas Fort Worth International Airport, Revenue Bonds, Refunding, Ser. C | 2.92 | 11/1/2050 | 160,000 | 109,109 | |||||
Honolulu City & County Wastewater System, Revenue Bonds, Refunding, Ser. B | 2.50 | 7/1/2027 | 25,000 | 23,074 | |||||
Los Angeles Department of Water & Power, Revenue Bonds (Build America Bonds) | 5.72 | 7/1/2039 | 120,000 | 122,326 | |||||
Massachusetts School Building Authority, Revenue Bonds, Refunding, Ser. B | 2.44 | 10/15/2027 | 115,000 | 105,278 | |||||
Metropolitan Transportation Authority, Revenue Bonds (Build America Bonds) | 6.55 | 11/15/2031 | 225,000 | 232,710 |
16
Description | Coupon
| Maturity Date | Principal Amount ($) |
| Value ($) | ||||
Bonds and Notes - 36.8% (continued) | |||||||||
Municipal Securities - .6% (continued) | |||||||||
Metropolitan Transportation Authority, Revenue Bonds (Build America Bonds) Ser. A2 | 6.09 | 11/15/2040 | 10,000 | 10,370 | |||||
Miami-Dade County Water & Sewer System, Revenue Bonds, Refunding, Ser. C | 2.55 | 10/1/2028 | 250,000 | 225,653 | |||||
New York City, GO (Build America Bonds) Ser. D | 5.99 | 12/1/2036 | 135,000 | 139,421 | |||||
Wisconsin, Revenue Bonds, Refunding, Ser. A | 2.20 | 5/1/2027 | 135,000 | 124,173 | |||||
1,487,306 | |||||||||
Real Estate - 1.0% | |||||||||
Alexandria Real Estate Equities, Inc., Gtd. Notes | 3.80 | 4/15/2026 | 225,000 | 216,680 | |||||
American Homes 4 Rent LP, Sr. Unscd. Notes | 2.38 | 7/15/2031 | 90,000 | 70,695 | |||||
American Tower Corp., Sr. Unscd. Notes | 5.55 | 7/15/2033 | 240,000 | 237,492 | |||||
AvalonBay Communities, Inc., Sr. Unscd. Notes | 3.30 | 6/1/2029 | 215,000 | 194,413 | |||||
Crown Castle, Inc., Sr. Unscd. Notes | 2.25 | 1/15/2031 | 740,000 | 592,545 | |||||
Healthcare Realty Holdings LP, Gtd. Notes | 3.10 | 2/15/2030 | 235,000 | 199,585 | |||||
Prologis LP, Sr. Unscd. Notes | 2.13 | 4/15/2027 | 40,000 | 36,243 | |||||
Prologis LP, Sr. Unscd. Notes | 2.25 | 4/15/2030 | 120,000 | 100,273 | |||||
Realty Income Corp., Sr. Unscd. Notes | 2.85 | 12/15/2032 | 225,000 | 182,321 | |||||
SBA Tower Trust, Asset Backed Notes | 2.84 | 1/15/2025 | 210,000 | a | 202,212 | ||||
Simon Property Group LP, Sr. Unscd. Notes | 3.50 | 9/1/2025 | 230,000 | 221,955 | |||||
WP Carey, Inc., Sr. Unscd. Notes | 2.25 | 4/1/2033 | 295,000 | 218,427 | |||||
WP Carey, Inc., Sr. Unscd. Notes | 2.40 | 2/1/2031 | 175,000 | 141,464 | |||||
2,614,305 | |||||||||
Retailing - .2% | |||||||||
7-Eleven, Inc., Sr. Unscd. Notes | 2.80 | 2/10/2051 | 280,000 | a | 165,172 | ||||
Dollar General Corp., Sr. Unscd. Notes | 3.50 | 4/3/2030 | 200,000 | 178,682 | |||||
Dollar Tree, Inc., Sr. Unscd. Notes | 4.20 | 5/15/2028 | 110,000 | 104,685 | |||||
Lowe's Cos., Inc., Sr. Unscd. Notes | 5.63 | 4/15/2053 | 230,000 | 223,956 | |||||
672,495 | |||||||||
Semiconductors & Semiconductor Equipment - .2% | |||||||||
Broadcom, Inc., Sr. Unscd. Notes | 3.42 | 4/15/2033 | 225,000 | a | 189,198 |
17
STATEMENT OF INVESTMENTS (continued)
Description | Coupon
| Maturity Date | Principal Amount ($) |
| Value ($) | ||||
Bonds and Notes - 36.8% (continued) | |||||||||
Semiconductors & Semiconductor Equipment - .2% (continued) | |||||||||
NXP BV/ NXP Funding LLC/ NXP USA, Inc., Gtd. Notes | 2.65 | 2/15/2032 | 410,000 | 330,691 | |||||
519,889 | |||||||||
Supranational Bank - ..4% | |||||||||
Asian Development Bank, Sr. Unscd. Notes | 4.00 | 1/12/2033 | 520,000 | 500,238 | |||||
International Finance Facility for Immunisation Co., Sr. Unscd. Notes | 1.00 | 4/21/2026 | 560,000 | 511,926 | |||||
1,012,164 | |||||||||
Technology Hardware & Equipment - .1% | |||||||||
Dell International LLC/EMC Corp., Sr. Unscd. Notes | 6.02 | 6/15/2026 | 68,000 | 68,758 | |||||
Hewlett Packard Enterprise Co., Sr. Unscd. Notes | 4.90 | 10/15/2025 | 105,000 | 103,995 | |||||
172,753 | |||||||||
Telecommunication Services - .6% | |||||||||
AT&T, Inc., Sr. Unscd. Notes | 2.55 | 12/1/2033 | 438,000 | 341,111 | |||||
Sprint Spectrum Co. LLC/ Sprint Spectrum Co. II LLC/ Sprint Spectrum Co. III LLC, Sr. Scd. Notes | 4.74 | 3/20/2025 | 75,000 | a | 74,390 | ||||
Telefonica Emisiones SA, Gtd. Notes | 5.21 | 3/8/2047 | 150,000 | 128,852 | |||||
T-Mobile USA, Inc., Gtd. Notes | 2.55 | 2/15/2031 | 155,000 | 128,536 | |||||
T-Mobile USA, Inc., Gtd. Notes | 3.88 | 4/15/2030 | 270,000 | 248,067 | |||||
T-Mobile USA, Inc., Gtd. Notes | 5.20 | 1/15/2033 | 180,000 | 177,305 | |||||
Verizon Communications, Inc., Sr. Unscd. Notes | 2.36 | 3/15/2032 | 51,000 | 40,704 | |||||
Verizon Communications, Inc., Sr. Unscd. Notes | 3.88 | 2/8/2029 | 140,000 | 132,454 | |||||
Verizon Communications, Inc., Sr. Unscd. Notes | 4.02 | 12/3/2029 | 495,000 | 464,932 | |||||
1,736,351 | |||||||||
Transportation - .4% | |||||||||
Canadian Pacific Railway Co., Gtd. Notes | 2.45 | 12/2/2031 | 130,000 | 117,917 | |||||
Canadian Pacific Railway Co., Gtd. Notes | 3.00 | 12/2/2041 | 125,000 | 109,966 | |||||
CSX Corp., Sr. Unscd. Notes | 2.60 | 11/1/2026 | 380,000 | 355,696 | |||||
CSX Corp., Sr. Unscd. Notes | 3.35 | 11/1/2025 | 205,000 | 197,789 | |||||
FedEx Corp., Gtd. Notes | 4.40 | 1/15/2047 | 205,000 | 167,620 | |||||
Ryder System, Inc., Sr. Unscd. Notes | 5.25 | 6/1/2028 | 158,000 | 157,270 | |||||
1,106,258 |
18
Description | Coupon
| Maturity Date | Principal Amount ($) |
| Value ($) | ||||
Bonds and Notes - 36.8% (continued) | |||||||||
U.S. Government Agencies Collateralized Mortgage Obligations - .4% | |||||||||
Federal Home Loan Mortgage Corp. Seasoned Loans Structured Transaction Trust, Ser. 2019-2, Cl. A2C | 2.75 | 9/25/2029 | 265,000 | c | 232,148 | ||||
Federal Home Loan Mortgage Corp. Seasoned Loans Structured Transaction Trust, Ser. 2019-3, Cl. A2C | 2.75 | 11/25/2029 | 255,000 | c | 217,879 | ||||
Government National Mortgage Association, Ser. 2022-173, Cl. PQ | 5.00 | 6/20/2051 | 478,962 | 465,632 | |||||
Government National Mortgage Association, Ser. 2022-177, CI. PL | 6.00 | 6/20/2051 | 246,616 | 249,748 | |||||
1,165,407 | |||||||||
U.S. Government Agencies Collateralized Municipal-Backed Securities - .6% | |||||||||
Federal Home Loan Mortgage Corp. Multifamily Structured Pass Through Certificates, Ser. K089, Cl. A2 | 3.56 | 1/25/2029 | 560,000 | c | 527,813 | ||||
Federal Home Loan Mortgage Corp. Multifamily Structured Pass Through Certificates, Ser. K090, Cl. A2 | 3.42 | 2/25/2029 | 545,000 | c | 509,821 | ||||
Federal Home Loan Mortgage Corp. Multifamily Structured Pass Through Certificates, Ser. K095, Cl. A2 | 2.79 | 6/25/2029 | 515,000 | c | 464,233 | ||||
1,501,867 | |||||||||
U.S. Government Agencies Mortgage-Backed - 10.1% | |||||||||
Federal Home Loan Mortgage Corp.: | |||||||||
2.00%, 9/1/2050-12/1/2051 | 2,407,288 | c | 1,880,194 | ||||||
2.50%, 11/1/2027-9/1/2050 | 1,291,039 | c | 1,061,233 | ||||||
3.00%, 6/1/2031-12/1/2046 | 483,873 | c | 426,469 | ||||||
3.50%, 4/1/2035-9/1/2049 | 1,273,075 | c | 1,171,016 | ||||||
5.50%, 1/1/2036-8/1/2053 | 985,160 | c | 979,146 | ||||||
Federal National Mortgage Association: | |||||||||
1.50%, 3/1/2051 | 488,721 | c | 361,497 | ||||||
2.00%, 8/1/2036-12/1/2051 | 5,802,010 | c | 4,591,109 | ||||||
2.50%, 9/1/2028-1/1/2052 | 3,873,436 | c | 3,196,078 | ||||||
3.00%, 6/1/2028-12/1/2050 | 3,213,758 | c | 2,835,499 | ||||||
3.50%, 8/1/2034-10/1/2050 | 3,080,494 | c | 2,786,571 | ||||||
4.00%, 7/1/2042-8/1/2052 | 3,871,010 | c | 3,554,426 | ||||||
4.50%, 2/1/2039-10/1/2052 | 2,230,992 | c | 2,121,560 | ||||||
5.00%, 4/1/2035-12/1/2048 | 246,695 | c | 244,329 | ||||||
5.50%, 9/1/2034-5/1/2039 | 21,750 | c | 22,093 |
19
STATEMENT OF INVESTMENTS (continued)
Description | Coupon
| Maturity Date | Principal Amount ($) |
| Value ($) | ||||
Bonds and Notes - 36.8% (continued) | |||||||||
U.S. Government Agencies Mortgage-Backed - 10.1% (continued) | |||||||||
8.00%, 3/1/2030 | 70 | c | 70 | ||||||
Government National Mortgage Association I: | |||||||||
5.50%, 4/15/2033 | 7,196 |
| 7,190 | ||||||
Government National Mortgage Association II: | |||||||||
3.00%, 1/20/2045-9/20/2051 | 1,253,089 |
| 1,090,910 | ||||||
3.50%, 7/20/2047-2/20/2052 | 790,909 |
| 710,891 | ||||||
4.00%, 10/20/2047-1/20/2048 | 191,453 |
| 179,526 | ||||||
4.50%, 7/20/2048 | 61,438 |
| 58,935 | ||||||
27,278,742 | |||||||||
U.S. Treasury Securities - 8.7% | |||||||||
U.S. Treasury Bonds | 1.75 | 8/15/2041 | 5,675,000 | 3,654,057 | |||||
U.S. Treasury Bonds | 2.25 | 2/15/2052 | 6,280,000 | 4,002,028 | |||||
U.S. Treasury Bonds | 2.38 | 5/15/2051 | 2,353,000 | 1,546,362 | |||||
U.S. Treasury Bonds | 2.88 | 5/15/2043 | 940,000 | 718,513 | |||||
U.S. Treasury Inflation Indexed Notes | 0.13 | 4/15/2027 | 599,560 | d | 555,516 | ||||
U.S. Treasury Notes | 0.88 | 9/30/2026 | 1,125,000 | 1,019,421 | |||||
U.S. Treasury Notes | 1.13 | 1/15/2025 | 1,850,000 | 1,770,074 | |||||
U.S. Treasury Notes | 2.38 | 5/15/2029 | 880,000 | 796,125 | |||||
U.S. Treasury Notes | 3.63 | 5/31/2028 | 2,250,000 | 2,186,323 | |||||
U.S. Treasury Notes | 3.63 | 3/31/2030 | 915,000 | 877,221 | |||||
U.S. Treasury Notes | 4.13 | 7/31/2028 | 2,034,000 | 2,017,355 | |||||
U.S. Treasury Notes | 4.75 | 7/31/2025 | 4,500,000 | 4,492,969 | |||||
23,635,964 | |||||||||
Utilities - .9% | |||||||||
American Electric Power Co., Inc., Sr. Unscd. Notes | 3.25 | 3/1/2050 | 155,000 | 101,975 | |||||
Berkshire Hathaway Energy Co., Sr. Unscd. Notes | 3.25 | 4/15/2028 | 95,000 | 87,737 | |||||
Consolidated Edison Company of New York, Inc., Sr. Unscd. Debs., Ser. 20A | 3.35 | 4/1/2030 | 170,000 | 153,200 | |||||
Dominion Energy, Inc., Sr. Unscd. Notes | 3.90 | 10/1/2025 | 165,000 | 160,163 | |||||
Duke Energy Corp., Sr. Unscd. Notes | 3.15 | 8/15/2027 | 275,000 | 255,286 | |||||
Electricite de France SA, Sr. Unscd. Notes | 6.25 | 5/23/2033 | 200,000 | a | 206,781 | ||||
Eversource Energy, Sr. Unscd. Notes, Ser. O | 4.25 | 4/1/2029 | 215,000 | 203,418 | |||||
Kentucky Utilities Co., First Mortgage Bonds | 4.38 | 10/1/2045 | 105,000 | 84,524 | |||||
Louisville Gas & Electric Co., First Mortgage Bonds | 4.38 | 10/1/2045 | 125,000 | 100,718 | |||||
NiSource, Inc., Sr. Unscd. Notes | 5.25 | 3/30/2028 | 25,000 | 24,986 |
20
Description | Coupon
| Maturity Date | Principal Amount ($) |
| Value ($) | ||||
Bonds and Notes - 36.8% (continued) | |||||||||
Utilities - .9% (continued) | |||||||||
NiSource, Inc., Sr. Unscd. Notes | 5.65 | 2/1/2045 | 230,000 | 218,857 | |||||
NRG Energy, Inc., Sr. Scd. Notes | 2.45 | 12/2/2027 | 440,000 | a | 385,898 | ||||
Sempra, Sr. Unscd. Notes | 3.40 | 2/1/2028 | 100,000 | 92,757 | |||||
Sierra Pacific Power Co., Mortgage Notes, Ser. P | 6.75 | 7/1/2037 | 25,000 | 26,645 | |||||
Southern California Edison Co., First Mortgage Bonds | 3.65 | 2/1/2050 | 40,000 | 28,330 | |||||
Southern California Edison Co., First Mortgage Bonds, Ser. A | 4.20 | 3/1/2029 | 235,000 | 223,078 | |||||
The AES Corp., Sr. Unscd. Notes | 5.45 | 6/1/2028 | 132,000 | 130,902 | |||||
2,485,255 | |||||||||
Total Bonds
and Notes | 99,734,221 | ||||||||
Description | Shares |
| Value ($) | ||||||
Common Stocks - 56.5% | |||||||||
Advertising - .8% | |||||||||
Omnicom Group, Inc. | 9,218 | 743,247 | |||||||
Publicis Groupe SA | 7,278 | 614,597 | |||||||
The Interpublic Group of Companies, Inc. | 23,762 | 730,444 | |||||||
2,088,288 | |||||||||
Aerospace & Defense - 1.3% | |||||||||
BAE Systems PLC | 16,870 | 223,624 | |||||||
Howmet Aerospace, Inc. | 21,322 | 1,121,537 | |||||||
Melrose Industries PLC | 16,118 | 105,526 | |||||||
Northrop Grumman Corp. | 2,514 | 1,194,552 | |||||||
The Boeing Company | 3,570 | e | 826,919 | ||||||
3,472,158 | |||||||||
Agriculture - .5% | |||||||||
British American Tobacco PLC | 7,972 | 252,814 | |||||||
Bunge Global SA | 5,642 | 619,887 | |||||||
Philip Morris International, Inc. | 4,843 | 452,142 | |||||||
1,324,843 | |||||||||
Automobiles & Components - .5% | |||||||||
Cie Generale des Etablissements Michelin SCA | 10,708 | 359,111 | |||||||
Daimler Truck Holding AG | 2,279 | 73,999 | |||||||
General Motors Co. | 11,696 | 369,594 | |||||||
Mercedes-Benz Group AG | 7,349 | 476,603 | |||||||
1,279,307 | |||||||||
Banks - 1.5% | |||||||||
BNP Paribas SA | 9,150 | 575,376 | |||||||
ING Groep NV | 35,122 | 492,330 | |||||||
JPMorgan Chase & Co. | 16,361 | 2,553,625 |
21
STATEMENT OF INVESTMENTS (continued)
Description | Shares |
| Value ($) | ||||||
Common Stocks - 56.5% (continued) | |||||||||
Banks - 1.5% (continued) | |||||||||
Mizuho Financial Group, Inc. | 6,300 | 106,742 | |||||||
Sumitomo Mitsui Financial Group, Inc. | 9,100 | 445,486 | |||||||
4,173,559 | |||||||||
Beverage Products - .4% | |||||||||
Diageo PLC | 14,411 | 502,768 | |||||||
The Coca-Cola Company | 8,749 | 511,292 | |||||||
1,014,060 | |||||||||
Building Materials - 1.0% | |||||||||
CRH PLC | 16,736 | 1,050,184 | |||||||
CRH PLC | 6,370 | 400,964 | |||||||
Trane Technologies PLC | 6,140 | 1,384,017 | |||||||
2,835,165 | |||||||||
Chemicals - .6% | |||||||||
CF Industries Holdings, Inc. | 13,574 | 1,020,086 | |||||||
Evonik Industries AG | 11,173 | 208,575 | |||||||
Vulcan Materials Co. | 1,727 | 368,818 | |||||||
Yara International ASA | 2,525 | 85,482 | |||||||
1,682,961 | |||||||||
Commercial & Professional Services - 1.7% | |||||||||
Ashtead Group PLC | 2,546 | 153,092 | |||||||
Block, Inc. | 22,820 | e | 1,447,473 | ||||||
Brambles Ltd. | 10,236 | 90,224 | |||||||
Cintas Corp. | 1,885 | 1,042,876 | |||||||
CoStar Group, Inc. | 21,584 | e | 1,792,335 | ||||||
4,526,000 | |||||||||
Consumer Discretionary - 1.3% | |||||||||
Aristocrat Leisure Ltd. | 2,074 | 55,624 | |||||||
Bunzl PLC | 2,364 | 89,593 | |||||||
Dolby Laboratories, Inc., Cl. A | 6,197 | 533,748 | |||||||
Ferguson PLC | 665 | 112,329 | |||||||
International Game Technology PLC | 20,972 | 560,582 | |||||||
ITOCHU Corp. | 10,800 | 417,985 | |||||||
Las Vegas Sands Corp. | 18,057 | 832,789 | |||||||
Peloton Interactive, Inc., Cl. A | 43,385 | e | 245,559 | ||||||
Planet Fitness, Inc., Cl. A | 8,190 | e | 556,429 | ||||||
Sony Group Corp. | 2,400 | 207,527 | |||||||
3,612,165 | |||||||||
Consumer Durables & Apparel - .2% | |||||||||
Burberry Group PLC | 9,047 | 167,152 | |||||||
LVMH Moet Hennessy Louis Vuitton SE | 393 | 300,601 | |||||||
467,753 |
22
Description | Shares |
| Value ($) | ||||||
Common Stocks - 56.5% (continued) | |||||||||
Consumer Staples - .4% | |||||||||
Haleon PLC | 21,596 | 89,984 | |||||||
Kenvue, Inc. | 41,860 | 855,618 | |||||||
Unilever PLC | 1,638 | 77,949 | |||||||
1,023,551 | |||||||||
Diversified Financials - 2.2% | |||||||||
Ameriprise Financial, Inc. | 1,285 | 454,260 | |||||||
ASX Ltd. | 10,246 | 393,204 | |||||||
CME Group, Inc. | 6,608 | 1,442,923 | |||||||
LPL Financial Holdings, Inc. | 2,156 | 479,279 | |||||||
Morgan Stanley | 9,561 | 758,570 | |||||||
Singapore Exchange Ltd. | 28,700 | 202,318 | |||||||
The Goldman Sachs Group, Inc. | 3,233 | 1,104,199 | |||||||
Voya Financial, Inc. | 14,772 | 1,056,346 | |||||||
5,891,099 | |||||||||
Electronic Components - .9% | |||||||||
AMETEK, Inc. | 8,821 | 1,369,284 | |||||||
Casio Computer Co. Ltd. | 15,600 | 131,420 | |||||||
Eaton Corp. PLC | 2,559 | 582,659 | |||||||
Hubbell, Inc. | 1,562 | 468,600 | |||||||
2,551,963 | |||||||||
Energy - 3.9% | |||||||||
BP PLC | 32,854 | 198,714 | |||||||
ConocoPhillips | 14,168 | 1,637,396 | |||||||
Diamondback Energy, Inc. | 2,679 | 413,664 | |||||||
Eni SpA | 13,099 | 216,269 | |||||||
EQT Corp. | 72,525 | 2,898,099 | |||||||
Marathon Oil Corp. | 14,573 | 370,591 | |||||||
Marathon Petroleum Corp. | 5,344 | 797,271 | |||||||
Occidental Petroleum Corp. | 20,819 | 1,231,444 | |||||||
OMV AG | 4,276 | 182,221 | |||||||
Phillips 66 | 6,217 | 801,309 | |||||||
Schlumberger NV | 24,697 | 1,285,232 | |||||||
Shell PLC | 16,843 | 544,344 | |||||||
10,576,554 | |||||||||
Environmental Control - .5% | |||||||||
Veralto Corp. | 11,874 | e | 917,267 | ||||||
Waste Connections, Inc. | 3,968 | 537,624 | |||||||
1,454,891 | |||||||||
Financials - .4% | |||||||||
Ares Management Corp., Cl. A | 10,370 | 1,164,033 | |||||||
Food Products - .4% | |||||||||
Koninklijke Ahold Delhaize NV | 7,368 | 213,013 | |||||||
Mondelez International, Inc., Cl. A | 6,351 | 451,302 |
23
STATEMENT OF INVESTMENTS (continued)
Description | Shares |
| Value ($) | ||||||
Common Stocks - 56.5% (continued) | |||||||||
Food Products - .4% (continued) | |||||||||
Tate & Lyle PLC | 35,667 | 277,822 | |||||||
942,137 | |||||||||
Health Care - 9.8% | |||||||||
AbbVie, Inc. | 5,451 | 776,168 | |||||||
Alcon, Inc. | 5,824 | 440,469 | |||||||
Align Technology, Inc. | 3,302 | e | 705,968 | ||||||
Alnylam Pharmaceuticals, Inc. | 4,320 | e | 726,840 | ||||||
Bayer AG | 11,000 | 375,489 | |||||||
Becton, Dickinson and Co. | 5,372 | 1,268,759 | |||||||
Biogen, Inc. | 1,194 | e | 279,492 | ||||||
BioMarin Pharmaceutical, Inc. | 12,213 | e | 1,112,360 | ||||||
Bio-Techne Corp. | 10,511 | 661,142 | |||||||
Boston Scientific Corp. | 33,156 | e | 1,853,089 | ||||||
Centene Corp. | 11,031 | e | 812,764 | ||||||
Danaher Corp. | 12,415 | 2,772,394 | |||||||
DexCom, Inc. | 12,527 | e | 1,447,119 | ||||||
Eli Lilly & Co. | 1,903 | 1,124,749 | |||||||
Euroapi SA | 191 | e | 1,081 | ||||||
FUJIFILM Holdings Corp. | 1,900 | 110,981 | |||||||
Globus Medical, Inc., Cl. A | 9,392 | e | 421,889 | ||||||
GSK PLC | 18,471 | 330,986 | |||||||
Illumina, Inc. | 10,240 | e | 1,043,968 | ||||||
Intuitive Surgical, Inc. | 4,172 | e | 1,296,824 | ||||||
Medtronic PLC | 21,350 | 1,692,415 | |||||||
Novartis AG | 979 | 95,161 | |||||||
Regeneron Pharmaceuticals, Inc. | 1,015 | e | 836,167 | ||||||
Repligen Corp. | 3,593 | e | 564,999 | ||||||
Roche Holding AG | 1,888 | 508,921 | |||||||
Sanofi SA | 5,350 | 497,674 | |||||||
Sanofi, ADR | 17,953 | 839,303 | |||||||
Sarepta Therapeutics, Inc. | 8,522 | e | 692,668 | ||||||
Shionogi & Co. Ltd. | 2,000 | 94,132 | |||||||
Sonova Holding AG | 944 | 271,978 | |||||||
UnitedHealth Group, Inc. | 4,238 | 2,343,487 | |||||||
Zoetis, Inc. | 3,002 | 530,363 | |||||||
26,529,799 | |||||||||
Industrial - .7% | |||||||||
ACS Actividades de Construccion y Servicios SA | 3,356 | 133,883 | |||||||
Ingersoll Rand, Inc. | 18,179 | 1,298,526 | |||||||
Mitsubishi Electric Corp. | 6,700 | 90,788 | |||||||
Vinci SA | 2,283 | 279,071 | |||||||
1,802,268 |
24
Description | Shares |
| Value ($) | ||||||
Common Stocks - 56.5% (continued) | |||||||||
Information Technology - 6.2% | |||||||||
Akamai Technologies, Inc. | 5,731 | e | 662,102 | ||||||
Ansys, Inc. | 3,625 | e | 1,063,430 | ||||||
Bill Holdings, Inc. | 4,915 | e | 321,785 | ||||||
CACI International, Inc., Cl. A | 1,801 | e | 578,031 | ||||||
Dynatrace, Inc. | 12,061 | e | 645,867 | ||||||
HubSpot, Inc. | 2,486 | e | 1,227,910 | ||||||
International Business Machines Corp. | 4,679 | 741,902 | |||||||
Microsoft Corp. | 20,232 | 7,666,107 | |||||||
MongoDB, Inc. | 1,591 | e | 661,442 | ||||||
Roper Technologies, Inc. | 2,416 | 1,300,412 | |||||||
Snowflake, Inc., Cl. A | 4,325 | e | 811,716 | ||||||
Twilio, Inc., Cl. A | 16,840 | e | 1,089,211 | ||||||
16,769,915 | |||||||||
Insurance - 3.8% | |||||||||
Allianz SE | 850 | 213,357 | |||||||
American International Group, Inc. | 16,141 | 1,062,239 | |||||||
Aon PLC, Cl. A | 2,347 | 770,966 | |||||||
Assurant, Inc. | 6,928 | 1,164,043 | |||||||
AXA SA | 4,700 | 146,291 | |||||||
Berkshire Hathaway, Inc., Cl. B | 7,364 | e | 2,651,040 | ||||||
Hiscox Ltd. | 25,195 | 323,163 | |||||||
Muenchener Rueckversicherungs-Gesellschaft AG | 329 | 139,952 | |||||||
RenaissanceRe Holdings Ltd. | 5,760 | 1,234,714 | |||||||
The Allstate Corp. | 8,389 | 1,156,591 | |||||||
The Progressive Corp. | 3,212 | 526,864 | |||||||
Willis Towers Watson PLC | 3,373 | 830,770 | |||||||
10,219,990 | |||||||||
Internet Software & Services - 6.3% | |||||||||
Alphabet, Inc., Cl. A | 4,310 | e | 571,204 | ||||||
Alphabet, Inc., Cl. C | 46,149 | e | 6,180,274 | ||||||
Amazon.com, Inc. | 46,374 | e | 6,774,778 | ||||||
Chewy, Inc., Cl. A | 13,195 | e | 229,857 | ||||||
Meta Platforms, Inc., Cl. A | 930 | e | 304,250 | ||||||
Shopify, Inc., Cl. A | 26,565 | e | 1,934,463 | ||||||
Trend Micro, Inc. | 1,100 | 55,749 | |||||||
Uber Technologies, Inc. | 20,148 | e | 1,135,944 | ||||||
17,186,519 | |||||||||
Media - .5% | |||||||||
Netflix, Inc. | 1,462 | e | 692,944 | ||||||
The Walt Disney Company | 7,696 | 713,342 | |||||||
1,406,286 |
25
STATEMENT OF INVESTMENTS (continued)
Description | Shares |
| Value ($) | ||||||
Common Stocks - 56.5% (continued) | |||||||||
Metals & Mining - ..9% | |||||||||
Alcoa Corp. | 24,762 | 665,107 | |||||||
Freeport-McMoRan, Inc. | 25,008 | 933,299 | |||||||
Newmont Corp. | 11,006 | 442,331 | |||||||
Rio Tinto PLC | 3,983 | 271,480 | |||||||
2,312,217 | |||||||||
Real Estate - .1% | |||||||||
Klepierre SA | 4,781 | 120,215 | |||||||
Sun Hung Kai Properties Ltd. | 15,500 | 152,097 | |||||||
272,312 | |||||||||
Retailing - .7% | |||||||||
Lululemon Athletica, Inc. | 1,157 | e | 516,948 | ||||||
Restaurant Brands International, Inc. | 7,788 | 553,571 | |||||||
RH | 1,555 | e | 419,803 | ||||||
Ross Stores, Inc. | 3,035 | 395,703 | |||||||
1,886,025 | |||||||||
Semiconductors & Semiconductor Equipment - 4.0% | |||||||||
Advantest Corp. | 2,800 | 88,404 | |||||||
Applied Materials, Inc. | 11,480 | 1,719,474 | |||||||
ASML Holding NV | 570 | 386,537 | |||||||
Intel Corp. | 25,228 | 1,127,692 | |||||||
Lam Research Corp. | 843 | 603,521 | |||||||
Micron Technology, Inc. | 11,107 | 845,465 | |||||||
NVIDIA Corp. | 11,926 | 5,577,790 | |||||||
Renesas Electronics Corp. | 10,900 | e | 191,408 | ||||||
STMicroelectronics NV | 1,848 | 87,412 | |||||||
Tokyo Electron Ltd. | 1,200 | 194,456 | |||||||
10,822,159 | |||||||||
Technology Hardware & Equipment - 2.9% | |||||||||
Apple, Inc. | 40,624 | 7,716,529 | |||||||
Fujitsu Ltd. | 1,100 | 156,698 | |||||||
7,873,227 | |||||||||
Telecommunication Services - .8% | |||||||||
AT&T, Inc. | 41,646 | 690,074 | |||||||
Cisco Systems, Inc. | 16,026 | 775,338 | |||||||
Nippon Telegraph & Telephone Corp. | 190,000 | 221,833 | |||||||
Orange SA | 44,060 | 542,132 | |||||||
2,229,377 | |||||||||
Transportation - .5% | |||||||||
AP Moller - Maersk A/S, Cl. B | 39 | 61,501 | |||||||
DHL Group | 5,345 | 250,408 | |||||||
FedEx Corp. | 3,606 | 933,341 |
26
Description | Shares |
| Value ($) | ||||||
Common Stocks - 56.5% (continued) | |||||||||
Transportation - .5% (continued) | |||||||||
Kuehne + Nagel International AG | 791 | 228,710 | |||||||
1,473,960 | |||||||||
Utilities - .8% | |||||||||
Constellation Energy Corp. | 10,600 | 1,283,024 | |||||||
Dominion Energy, Inc. | 12,186 | 552,513 | |||||||
Enel SpA | 25,892 | 182,798 | |||||||
SSE PLC | 10,197 | 235,901 | |||||||
2,254,236 | |||||||||
Total Common
Stocks | 153,118,777 | ||||||||
Preferred
Dividend |
| ||||||||
Preferred Stocks - .1% | |||||||||
Automobiles & Components - .1% | |||||||||
Volkswagen
AG | 23.95 | 1,687 | 195,419 | ||||||
| |||||||||
Exchange-Traded Funds - 4.5% | |||||||||
Registered Investment Companies - 4.5% | |||||||||
iShares Core U.S. Aggregate Bond ETF | 97,733 | 9,407,779 | |||||||
iShares MSCI EAFE ETF | 5,516 | 399,469 | |||||||
SPDR S&P 500 ETF Trust | 5,564 | 2,539,410 | |||||||
Total Exchange-Traded
Funds | 12,346,658 |
27
STATEMENT OF INVESTMENTS (continued)
Description | 1-Day | Shares |
| Value ($) | |||||
Investment Companies - 1.8% | |||||||||
Registered Investment Companies - 1.8% | |||||||||
Dreyfus
Institutional Preferred Government Plus Money Market Fund, Institutional Shares | 5.41 | 4,791,114 | f | 4,791,114 | |||||
Total Investments (cost $245,887,211) | 99.7% | 270,186,189 | |||||||
Cash and Receivables (Net) | 0.3% | 759,161 | |||||||
Net Assets | 100.0% | 270,945,350 |
ADR—American Depositary Receipt
ETF—Exchange-Traded Fund
GO—General Obligation
PRIME—Prime Lending Rate
SPDR—Standard & Poor's Depository Receipt
TSFR—Term Secured Overnight Financing Rate Reference Rates
a Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At November 30, 2023, these securities were valued at $9,035,811 or 3.33% of net assets.
b Variable rate security—interest rate resets periodically and rate shown is the interest rate in effect at period end. Security description also includes the reference rate and spread if published and available.
c The Federal Housing Finance Agency (“FHFA”) placed the Federal Home Loan Mortgage Corporation and Federal National Mortgage Association into conservatorship with FHFA as the conservator. As such, the FHFA oversees the continuing affairs of these companies.
d Principal amount for accrual purposes is periodically adjusted based on changes in the Consumer Price Index.
e Non-income producing security.
f Investment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.
Portfolio Summary (Unaudited) † | Value (%) |
Consumer, Non-cyclical | 14.8 |
Financial | 13.6 |
Technology | 13.3 |
Mortgage Securities | 11.8 |
Government | 10.3 |
Communications | 9.5 |
Industrial | 6.6 |
Investment Companies | 6.3 |
Energy | 4.9 |
Consumer, Cyclical | 3.5 |
Utilities | 1.8 |
Basic Materials | 1.7 |
Asset Backed Securities | 1.6 |
99.7 |
† Based on net assets.
See notes to financial statements.
28
Affiliated Issuers | ||||||
Description | Value ($) 11/30/2022 | Purchases ($)† | Sales ($) | Value ($) 11/30/2023 | Dividends/ | |
Registered Investment Companies - 1.8% | ||||||
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 1.8% | 17,486,986 | 75,644,347 | (88,340,219) | 4,791,114 | 705,981 | |
Investment of Cash Collateral for Securities Loaned - .0%†† | ||||||
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - .0% | - | 37,705,513 | (37,705,513) | - | 10,560 | ††† |
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - .0% | 4,696,375 | 59,236,033 | (63,932,408) | - | 8,421 | ††† |
Total - 1.8% | 22,183,361 | 172,585,893 | (189,978,140) | 4,791,114 | 724,962 |
† Includes reinvested dividends/distributions.
†† Effective July 3, 2023, cash collateral for securities lending was transferred from Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares to Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares.
††† Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.
See notes to financial statements.
29
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2023
|
|
|
|
|
|
|
|
|
| Cost |
| Value |
|
Assets ($): |
|
|
|
| ||
Investments in securities—See Statement of Investments |
|
|
| |||
Unaffiliated issuers | 241,096,097 |
| 265,395,075 |
| ||
Affiliated issuers |
| 4,791,114 |
| 4,791,114 |
| |
Cash |
|
|
|
| 5,169,330 |
|
Cash denominated in foreign currency |
|
| 44,243 |
| 44,477 |
|
Receivable for investment securities sold |
| 948,466 |
| |||
Dividends, interest and securities lending income receivable |
| 887,550 |
| |||
Tax reclaim receivable—Note 1(b) |
| 65,771 |
| |||
Receivable for shares of Beneficial Interest subscribed |
| 7,700 |
| |||
Prepaid expenses |
|
|
|
| 89,442 |
|
|
|
|
|
| 277,398,925 |
|
Liabilities ($): |
|
|
|
| ||
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(c) |
| 237,495 |
| |||
Payable for investment securities purchased |
| 5,887,147 |
| |||
Payable for shares of Beneficial Interest redeemed |
| 228,481 |
| |||
Trustees’ fees and expenses payable |
| 4,369 |
| |||
Cash collateral payable to broker—Note 4 |
| 626 |
| |||
Other accrued expenses |
|
|
|
| 95,457 |
|
|
|
|
|
| 6,453,575 |
|
Net Assets ($) |
|
| 270,945,350 |
| ||
Composition of Net Assets ($): |
|
|
|
| ||
Paid-in capital |
|
|
|
| 238,266,393 |
|
Total distributable earnings (loss) |
|
|
|
| 32,678,957 |
|
Net Assets ($) |
|
| 270,945,350 |
|
Net Asset Value Per Share | Class A | Class C | Class I | Class J | Class Y | Class Z |
|
Net Assets ($) | 209,736,525 | 8,279,029 | 11,645,373 | 11,441,426 | 10,870 | 29,832,127 |
|
Shares Outstanding | 9,416,331 | 375,869 | 525,300 | 512,677 | 484.75 | 1,348,039 |
|
Net Asset Value Per Share ($) | 22.27 | 22.03 | 22.17 | 22.32 | 22.42 | 22.13 |
|
|
|
|
|
|
|
|
|
See notes to financial statements. |
|
|
|
|
|
|
|
30
STATEMENT OF OPERATIONS
Year Ended November 30, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income ($): |
|
|
|
| ||
Income: |
|
|
|
| ||
Interest |
|
| 3,231,827 |
| ||
Dividends (net of $85,958 foreign taxes withheld at source): |
| |||||
Unaffiliated issuers |
|
| 2,461,641 |
| ||
Affiliated issuers |
|
| 705,981 |
| ||
Income from securities lending—Note 1(c) |
|
| 18,981 |
| ||
Total Income |
|
| 6,418,430 |
| ||
Expenses: |
|
|
|
| ||
Management fee—Note 3(a) |
|
| 2,179,517 |
| ||
Shareholder servicing costs—Note 3(c) |
|
| 791,715 |
| ||
Professional fees |
|
| 147,811 |
| ||
Registration fees |
|
| 105,426 |
| ||
Distribution fees—Note 3(b) |
|
| 63,561 |
| ||
Prospectus and shareholders’ reports |
|
| 41,448 |
| ||
Custodian fees—Note 3(c) |
|
| 29,282 |
| ||
Chief Compliance Officer fees—Note 3(c) |
|
| 26,295 |
| ||
Trustees’ fees and expenses—Note 3(d) |
|
| 24,193 |
| ||
Loan commitment fees—Note 2 |
|
| 7,472 |
| ||
Miscellaneous |
|
| 51,758 |
| ||
Total Expenses |
|
| 3,468,478 |
| ||
Less—reduction in expenses due to undertaking—Note 3(a) |
|
| (371,079) |
| ||
Less—reduction in fees due to earnings credits—Note 3(c) |
|
| (79,214) |
| ||
Net Expenses |
|
| 3,018,185 |
| ||
Net Investment Income |
|
| 3,400,245 |
| ||
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): |
|
| ||||
Net realized gain (loss) on investments and foreign currency transactions | 10,061,250 |
| ||||
Net realized gain (loss) on futures | (343,854) |
| ||||
Net Realized Gain (Loss) |
|
| 9,717,396 |
| ||
Net
change in unrealized appreciation (depreciation) on investments | 9,600,539 |
| ||||
Net change in unrealized appreciation (depreciation) on futures | (32,617) |
| ||||
Net Change in Unrealized Appreciation (Depreciation) |
|
| 9,567,922 |
| ||
Net Realized and Unrealized Gain (Loss) on Investments |
|
| 19,285,318 |
| ||
Net Increase in Net Assets Resulting from Operations |
| 22,685,563 |
| |||
|
|
|
|
|
|
|
See notes to financial statements. |
31
STATEMENT OF CHANGES IN NET ASSETS
|
|
|
| Year Ended November 30, | |||||
|
|
|
| 2023 |
| 2022 |
| ||
Operations ($): |
|
|
|
|
|
|
|
| |
Net investment income |
|
| 3,400,245 |
|
|
| 1,891,563 |
| |
Net realized gain (loss) on investments |
| 9,717,396 |
|
|
| 8,763,796 |
| ||
Net
change in unrealized appreciation |
| 9,567,922 |
|
|
| (49,522,630) |
| ||
Net Increase
(Decrease) in Net Assets | 22,685,563 |
|
|
| (38,867,271) |
| |||
Distributions ($): |
| ||||||||
Distributions to shareholders: |
|
|
|
|
|
|
|
| |
Class A |
|
| (10,562,385) |
|
|
| (31,807,038) |
| |
Class C |
|
| (376,497) |
|
|
| (1,447,367) |
| |
Class I |
|
| (615,559) |
|
|
| (1,999,524) |
| |
Class J |
|
| (646,863) |
|
|
| (1,799,186) |
| |
Class Y |
|
| (107,350) |
|
|
| (747,510) |
| |
Class Z |
|
| (1,516,127) |
|
|
| (4,321,966) |
| |
Total Distributions |
|
| (13,824,781) |
|
|
| (42,122,591) |
| |
Beneficial Interest Transactions ($): |
| ||||||||
Net proceeds from shares sold: |
|
|
|
|
|
|
|
| |
Class A |
|
| 7,672,864 |
|
|
| 8,989,661 |
| |
Class C |
|
| 953,068 |
|
|
| 618,498 |
| |
Class I |
|
| 3,135,806 |
|
|
| 5,201,109 |
| |
Class J |
|
| 59,309 |
|
|
| 41,136 |
| |
Class Y |
|
| 10,000 |
|
|
| - |
| |
Class Z |
|
| 2,359,838 |
|
|
| 645,049 |
| |
Distributions reinvested: |
|
|
|
|
|
|
|
| |
Class A |
|
| 9,987,537 |
|
|
| 29,859,381 |
| |
Class C |
|
| 375,738 |
|
|
| 1,441,372 |
| |
Class I |
|
| 580,074 |
|
|
| 1,886,183 |
| |
Class J |
|
| 626,276 |
|
|
| 1,736,746 |
| |
Class Y |
|
| 107,277 |
|
|
| 747,510 |
| |
Class Z |
|
| 1,451,765 |
|
|
| 4,132,487 |
| |
Cost of shares redeemed: |
|
|
|
|
|
|
|
| |
Class A |
|
| (30,385,128) |
|
|
| (34,227,526) |
| |
Class C |
|
| (2,297,330) |
|
|
| (3,018,461) |
| |
Class I |
|
| (4,400,153) |
|
|
| (7,399,919) |
| |
Class J |
|
| (2,056,428) |
|
|
| (844,816) |
| |
Class Y |
|
| (2,306,701) |
|
|
| (3,917,605) |
| |
Class Z |
|
| (4,396,662) |
|
|
| (2,747,327) |
| |
Increase
(Decrease) in Net Assets | (18,522,850) |
|
|
| 3,143,478 |
| |||
Total Increase (Decrease) in Net Assets | (9,662,068) |
|
|
| (77,846,384) |
| |||
Net Assets ($): |
| ||||||||
Beginning of Period |
|
| 280,607,418 |
|
|
| 358,453,802 |
| |
End of Period |
|
| 270,945,350 |
|
|
| 280,607,418 |
|
32
|
|
|
| Year Ended November 30, | |||||
|
|
|
| 2023 |
| 2022 |
| ||
Capital Share Transactions (Shares): |
| ||||||||
Class Aa,b |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 361,338 |
|
|
| 387,537 |
| |
Shares issued for distributions reinvested |
|
| 485,337 |
|
|
| 1,205,330 |
| |
Shares redeemed |
|
| (1,424,499) |
|
|
| (1,539,428) |
| |
Net Increase (Decrease) in Shares Outstanding | (577,824) |
|
|
| 53,439 |
| |||
Class Cb |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 45,344 |
|
|
| 26,573 |
| |
Shares issued for distributions reinvested |
|
| 18,336 |
|
|
| 58,418 |
| |
Shares redeemed |
|
| (109,190) |
|
|
| (134,278) |
| |
Net Increase (Decrease) in Shares Outstanding | (45,510) |
|
|
| (49,287) |
| |||
Class Ia |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 145,946 |
|
|
| 226,337 |
| |
Shares issued for distributions reinvested |
|
| 28,395 |
|
|
| 76,513 |
| |
Shares redeemed |
|
| (208,503) |
|
|
| (337,657) |
| |
Net Increase (Decrease) in Shares Outstanding | (34,162) |
|
|
| (34,807) |
| |||
Class J |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 2,744 |
|
|
| 1,789 |
| |
Shares issued for distributions reinvested |
|
| 30,447 |
|
|
| 70,013 |
| |
Shares redeemed |
|
| (97,102) |
|
|
| (37,301) |
| |
Net Increase (Decrease) in Shares Outstanding | (63,911) |
|
|
| 34,501 |
| |||
Class Y |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 485 |
|
|
| - |
| |
Shares issued for distributions reinvested |
|
| 5,225 |
|
|
| 30,109 |
| |
Shares redeemed |
|
| (115,740) |
|
|
| (156,266) |
| |
Net Increase (Decrease) in Shares Outstanding | (110,030) |
|
|
| (126,157) |
| |||
Class Z |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 110,018 |
|
|
| 28,932 |
| |
Shares issued for distributions reinvested |
|
| 71,131 |
|
|
| 167,847 |
| |
Shares redeemed |
|
| (208,476) |
|
|
| (126,030) |
| |
Net Increase (Decrease) in Shares Outstanding | (27,327) |
|
|
| 70,749 |
| |||
|
|
|
|
|
|
|
|
|
|
a | During the period ended November 30, 2022, 4,285 Class A shares representing $89,851 were exchanged for 4,310 Class I shares. | ||||||||
b | During the period ended November 30, 2023, 4,297 Class C shares representing $90,019 were automatically converted to 4,267 Class A shares and during the period November 30, 2022, 8,120 Class C shares representing $217,284 were automatically converted to 8,077 Class A shares. | ||||||||
See notes to financial statements. |
33
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.
Year Ended November 30, | |||||||||||
Class A Shares | 2023 | 2022 | 2021 | 2020 | 2019 | ||||||
Per Share Data ($): | |||||||||||
Net asset value, beginning of period | 21.55 | 27.39 | 24.82 | 23.32 | 23.22 | ||||||
Investment Operations: | |||||||||||
Net investment incomea | .26 | .13 | .06 | .16 | .29 | ||||||
Net
realized and unrealized | 1.53 | (2.78) | 3.49 | 2.16 | 1.76 | ||||||
Total from Investment Operations | 1.79 | (2.65) | 3.55 | 2.32 | 2.05 | ||||||
Distributions: | |||||||||||
Dividends from net investment income | (.16) | (.07) | (.16) | (.30) | (.26) | ||||||
Dividends
from net realized | (.91) | (3.12) | (.82) | (.52) | (1.69) | ||||||
Total Distributions | (1.07) | (3.19) | (.98) | (.82) | (1.95) | ||||||
Net asset value, end of period | 22.27 | 21.55 | 27.39 | 24.82 | 23.32 | ||||||
Total Return (%)b | 8.72 | (11.11) | 14.83 | 10.32 | 10.23 | ||||||
Ratios/Supplemental Data (%): | |||||||||||
Ratio of total expenses | 1.29 | 1.24 | 1.22 | 1.24 | 1.24 | ||||||
Ratio
of net expenses | 1.12 | 1.15 | 1.17 | 1.20 | 1.20 | ||||||
Ratio
of net investment income | 1.23 | .60 | .22 | .72 | 1.32 | ||||||
Portfolio Turnover Rate | 71.50 | 68.43 | 79.60 | 95.62c | 109.36 | ||||||
Net Assets, end of period ($ x 1,000) | 209,737 | 215,328 | 272,320 | 248,370 | 246,554 |
a Based on average shares outstanding.
b Exclusive of sales charge.
c The portfolio turnover rates excluding mortgage dollar roll transactions for the period ended November 30, 2020 was 86.13%.
See notes to financial statements.
34
Year Ended November 30, | |||||||
Class C Shares | 2023 | 2022 | 2021 | 2020 | 2019 | ||
Per Share Data ($): | |||||||
Net asset value, beginning of period | 21.32 | 27.25 | 24.72 | 23.24 | 23.16 | ||
Investment Operations: | |||||||
Net investment income (loss)a | .10 | (.03) | (.14) | (.01) | .12 | ||
Net
realized and unrealized | 1.52 | (2.78) | 3.49 | 2.15 | 1.78 | ||
Total from Investment Operations | 1.62 | (2.81) | 3.35 | 2.14 | 1.90 | ||
Distributions: | |||||||
Dividends from net investment income | - | - | - | (.14) | (.13) | ||
Dividends
from net realized | (.91) | (3.12) | (.82) | (.52) | (1.69) | ||
Total Distributions | (.91) | (3.12) | (.82) | (.66) | (1.82) | ||
Net asset value, end of period | 22.03 | 21.32 | 27.25 | 24.72 | 23.24 | ||
Total Return (%)b | 7.99 | (11.82) | 13.96 | 9.48 | 9.46 | ||
Ratios/Supplemental Data (%): | |||||||
Ratio
of total expenses | 2.06 | 2.02 | 1.99 | 2.01 | 2.01 | ||
Ratio
of net expenses | 1.87 | 1.90 | 1.92 | 1.95 | 1.95 | ||
Ratio
of net investment income (loss) | .48 | (.15) | (.53) | (.02) | .57 | ||
Portfolio Turnover Rate | 71.50 | 68.43 | 79.60 | 95.62c | 109.36 | ||
Net Assets, end of period ($ x 1,000) | 8,279 | 8,982 | 12,826 | 12,737 | 12,838 |
a Based on average shares outstanding.
b Exclusive of sales charge.
c The portfolio turnover rates excluding mortgage dollar roll transactions for the period ended November 30, 2020 was 86.13%.
See notes to financial statements.
35
FINANCIAL HIGHLIGHTS (continued)
Year Ended November 30, | ||||||||||
Class I Shares | 2023 | 2022 | 2021 | 2020 | 2019 | |||||
Per Share Data ($): | ||||||||||
Net asset value, beginning of period | 21.46 | 27.36 | 24.79 | 23.29 | 23.30 | |||||
Investment Operations: | ||||||||||
Net investment incomea | .31 | .19 | .12 | .21 | .33 | |||||
Net
realized and unrealized | 1.52 | (2.78) | 3.49 | 2.17 | 1.77 | |||||
Total from Investment Operations | 1.83 | (2.59) | 3.61 | 2.38 | 2.10 | |||||
Distributions: | ||||||||||
Dividends from net investment income | (.21) | (.19) | (.22) | (.36) | (.42) | |||||
Dividends from net realized | (.91) | (3.12) | (.82) | (.52) | (1.69) | |||||
Total Distributions | (1.12) | (3.31) | (1.04) | (.88) | (2.11) | |||||
Net asset value, end of period | 22.17 | 21.46 | 27.36 | 24.79 | 23.29 | |||||
Total Return (%) | 9.01 | (10.90) | 15.13 | 10.61 | 10.55 | |||||
Ratios/Supplemental Data (%): | ||||||||||
Ratio
of total expenses | 1.05 | 1.01 | .98 | 1.00 | 1.01 | |||||
Ratio
of net expenses | .87 | .90 | .92 | .95 | .95 | |||||
Ratio
of net investment income | 1.48 | .85 | .47 | .96 | 1.59 | |||||
Portfolio Turnover Rate | 71.50 | 68.43 | 79.60 | 95.62b | 109.36 | |||||
Net Assets, end of period ($ x 1,000) | 11,645 | 12,004 | 16,259 | 13,317 | 11,251 |
a Based on average shares outstanding.
b The portfolio turnover rates excluding mortgage dollar roll transactions for the period ended November 30, 2020 was 86.13%.
See notes to financial statements.
36
Year Ended November 30, | |||||||||
Class J Shares | 2023 | 2022 | 2021 | 2020 | 2019 | ||||
Per Share Data ($): | |||||||||
Net asset value, beginning of period | 21.59 | 27.51 | 24.92 | 23.41 | 23.30 | ||||
Investment Operations: | |||||||||
Net investment incomea | .31 | .19 | .12 | .22 | .35 | ||||
Net
realized and unrealized | 1.54 | (2.80) | 3.51 | 2.17 | 1.76 | ||||
Total from Investment Operations | 1.85 | (2.61) | 3.63 | 2.39 | 2.11 | ||||
Distributions: | |||||||||
Dividends from net investment income | (.21) | (.19) | (.22) | (.36) | (.31) | ||||
Dividends from net realized | (.91) | (3.12) | (.82) | (.52) | (1.69) | ||||
Total Distributions | (1.12) | (3.31) | (1.04) | (.88) | (2.00) | ||||
Net asset value, end of period | 22.32 | 21.59 | 27.51 | 24.92 | 23.41 | ||||
Total Return (%) | 9.05 | (10.92) | 15.13 | 10.59 | 10.55 | ||||
Ratios/Supplemental Data (%): | |||||||||
Ratio of total expenses | 1.04 | .99 | .97 | .99 | 1.00 | ||||
Ratio
of net expenses | .87 | .90 | .92 | .95 | .95 | ||||
Ratio of net investment income | 1.48 | .85 | .47 | .97 | 1.58 | ||||
Portfolio Turnover Rate | 71.50 | 68.43 | 79.60 | 95.62b | 109.36 | ||||
Net Assets, end of period ($ x 1,000) | 11,441 | 12,449 | 14,914 | 14,031 | 13,810 |
a Based on average shares outstanding.
b The portfolio turnover rates excluding mortgage dollar roll transactions for the period ended November 30, 2020 was 86.13%.
See notes to financial statements.
37
FINANCIAL HIGHLIGHTS (continued)
Year Ended November 30, | ||||||||||
Class Y Shares | 2023 | 2022 | 2021 | 2020 | 2019 | |||||
Per Share Data ($): | ||||||||||
Net asset value, beginning of period | 21.56 | 27.48 | 24.90 | 23.39 | 23.31 | |||||
Investment Operations: | ||||||||||
Net investment incomea | .32 | .20 | .12 | .22 | .35 | |||||
Net
realized and unrealized | 1.66 | (2.81) | 3.50 | 2.17 | 1.75 | |||||
Total from Investment Operations | 1.98 | (2.61) | 3.62 | 2.39 | 2.10 | |||||
Distributions: | ||||||||||
Dividends from net investment income | (.21) | (.19) | (.22) | (.36) | (.33) | |||||
Dividends
from net realized | (.91) | (3.12) | (.82) | (.52) | (1.69) | |||||
Total Distributions | (1.12) | (3.31) | (1.04) | (.88) | (2.02) | |||||
Net asset value, end of period | 22.42 | 21.56 | 27.48 | 24.90 | 23.39 | |||||
Total Return (%) | 9.75 | (10.94) | 15.12 | 10.62 | 10.51 | |||||
Ratios/Supplemental Data (%): | ||||||||||
Ratio of total expenses | 1.00 | .94 | .92 | .94 | .96 | |||||
Ratio
of net expenses | .90 | .90 | .92 | .94 | .95 | |||||
Ratio
of net investment income | 1.31 | .85 | .47 | .96 | 1.49 | |||||
Portfolio Turnover Rate | 71.50 | 68.43 | 79.60 | 95.62b | 109.36 | |||||
Net Assets, end of period ($ x 1,000) | 11 | 2,383 | 6,505 | 7,362 | 5,392 |
a Based on average shares outstanding.
b The portfolio turnover rates excluding mortgage dollar roll transactions for the period ended November 30, 2020 was 86.13%.
See notes to financial statements.
38
Year Ended November 30, | |||||||||||
Class Z Shares | 2023 | 2022 | 2021 | 2020 | 2019 | ||||||
Per Share Data ($): | |||||||||||
Net asset value, beginning of period | 21.42 | 27.31 | 24.75 | 23.24 | 23.16 | ||||||
Investment Operations: | |||||||||||
Net investment incomea | .30 | .17 | .10 | .21 | .32 | ||||||
Net
realized and unrealized | 1.52 | (2.78) | 3.49 | 2.15 | 1.75 | ||||||
Total from Investment Operations | 1.82 | (2.61) | 3.59 | 2.36 | 2.07 | ||||||
Distributions: | |||||||||||
Dividends from net investment income | (.20) | (.16) | (.21) | (.33) | (.30) | ||||||
Dividends
from net realized | (.91) | (3.12) | (.82) | (.52) | (1.69) | ||||||
Total Distributions | (1.11) | (3.28) | (1.03) | (.85) | (1.99) | ||||||
Net asset value, end of period | 22.13 | 21.42 | 27.31 | 24.75 | 23.24 | ||||||
Total Return (%) | 8.95 | (10.99) | 15.05 | 10.55 | 10.41 | ||||||
Ratios/Supplemental Data (%): | |||||||||||
Ratio of total expenses | 1.12 | 1.09 | 1.05 | 1.07 | 1.11 | ||||||
Ratio
of net expenses | .95 | .98 | .99 | 1.02 | 1.05 | ||||||
Ratio
of net investment income | 1.40 | .78 | .40 | .93 | 1.47 | ||||||
Portfolio Turnover Rate | 71.50 | 68.43 | 79.60 | 95.62b | 109.36 | ||||||
Net Assets, end of period ($ x 1,000) | 29,832 | 29,462 | 35,630 | 33,881 | 32,989 |
a Based on average shares outstanding.
b The portfolio turnover rates excluding mortgage dollar roll transactions for the period ended November 30, 2020 was 86.13%.
See notes to financial statements.
39
NOTES TO FINANCIAL STATEMENTS
NOTE 1—Significant Accounting Policies:
BNY Mellon Balanced Opportunity Fund (the “fund”) is the sole series of BNY Mellon Investment Funds VI (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified open-end management investment company. The fund’s investment objective is to seek a high total return through a combination of capital appreciation and current income. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Newton Investment Management North America, LLC (“NIMNA”) (the “Sub-Adviser”), an indirect wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, serve as the fund’s sub-adviser. Insight North America LLC (“INA”) served as the fund’s sub-adviser responsible for the portion of the fund’s assets allocated to fixed-income investment through August 31, 2023.
Effective September 1, 2023 (the “Effective Date”), NIMNA serves as the fund’s sub-adviser responsible for overall asset allocation for the fund and for the portion of the fund’s assets allocated to equity investments and fixed-income investments. NIMNA has entered into a sub-sub-investment advisory agreement with its affiliate, Newton Investment Management Limited (“NIM”), pursuant to which NIM provides the day-to-day management of the portion of the fund’s assets allocated to fixed-income investments. NIM is subject to the supervision of NIMNA and the Adviser. NIM is also an affiliate of the Adviser. NIM, located at 160 Queen Victoria Street, London, EC4V, 4LA, England, was formed in 1978. NIM is an indirect subsidiary of BNY Mellon.
BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Class A, Class C, Class I, Class J, Class Y and Class Z. Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A
40
shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including BNY Mellon and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class J and Class Z shares are sold at net asset value per share to certain shareholders of the fund. Class J and Class Z shares generally are not available for new accounts and Class Z shares bear Shareholder Services Plan fees. Class I, Class Y, Class J and Class Z shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.
As of November 30, 2023, MBC Investments Corporation, an indirect subsidiary of BNY Mellon, held all of the outstanding Class Y shares of the fund.
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.
The Trust enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.
(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.
41
NOTES TO FINANCIAL STATEMENTS (continued)
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:
The Trust’s Board of Trustees (the “Board”) has designated the Adviser as the fund’s valuation designee to make all fair value determinations with respect to the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.
Investments in debt securities excluding short-term investments (other than U.S. Treasury Bills), are valued each business day by one or more independent pricing services (each, a “Service”) approved by the Board. Investments for which quoted bid prices are readily available and are representative of the bid side of the market in the judgment of a Service are valued at the mean between the quoted bid prices (as obtained by a Service from dealers in such securities) and asked prices (as calculated by a Service based upon its evaluation of the market for such securities). Securities are valued as determined by a Service, based on methods which include consideration of the following: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values
42
from dealers; and general market conditions. The Services are engaged under the general supervision of the Board. These securities are generally categorized within Level 2 of the fair value hierarchy.
Investments in equity securities and exchange-traded funds 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. U.S. Treasury Bills are valued at the mean price between quoted bid prices and asked prices by a Service. 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 Service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.
When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board. Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.
43
NOTES TO FINANCIAL STATEMENTS (continued)
For securities where observable inputs are limited, assumptions about market activity and risk are used and such securities are generally categorized within Level 3 of the fair value hierarchy.
Investments denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange.
The following is a summary of the inputs used as of November 30, 2023 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:† | ||||||
Asset-Backed Securities | - | 4,193,048 | - | 4,193,048 | ||
Commercial Mortgage-Backed | - | 2,008,583 | - | 2,008,583 | ||
Corporate Bonds | - | 36,698,834 | - | 36,698,834 | ||
Equity Securities - Common Stocks | 153,118,777 | - | - | 153,118,777 | ||
Equity Securities - Preferred Stocks | 195,419 | - | - | 195,419 | ||
Exchange-Traded Funds | 12,346,658 | - | - | 12,346,658 | ||
Foreign Governmental | - | 1,764,470 | - | 1,764,470 | ||
Investment Companies | 4,791,114 | - | - | 4,791,114 | ||
Municipal Securities | - | 1,487,306 | - | 1,487,306 | ||
U.S. Government Agencies Collateralized Mortgage Obligations | - | 1,165,407 | - | 1,165,407 | ||
U.S. Government Agencies Collateralized Municipal-Backed Securities | - | 1,501,867 | - | 1,501,867 | ||
U.S. Government Agencies Mortgage-Backed | - | 27,278,742 | - | 27,278,742 | ||
U.S. Treasury Securities | - | 23,635,964 | - | 23,635,964 |
† See Statement of Investments for additional detailed categorizations, if any.
44
(b) Foreign currency transactions: The fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized on securities transactions between trade and settlement date, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments resulting from changes in exchange rates. Foreign currency gains and losses on foreign currency transactions are also included with net realized and unrealized gain or loss on investments.
Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred or those subject to reclaims as of November 30, 2023, if any, are disclosed in the fund’s Statement of Assets and Liabilities.
(c) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.
Pursuant to a securities lending agreement with BNY Mellon, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. The fund received additional collateral subsequent to year end which resulted in the market value of the collateral to be at least 100% of the market value of the securities on loan. 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
45
NOTES TO FINANCIAL STATEMENTS (continued)
and Agency securities. Any non-cash collateral received cannot be sold or re-pledged by the fund, except in the event of borrower default. The securities on loan, if any, are also disclosed in the fund’s Statement of Investments. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, BNY 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 November 30, 2023, BNY Mellon earned $2,585 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.
For financial reporting purposes, the fund elects not to offset assets and liabilities subject to a securities lending agreement, if any, in the Statement of Assets and Liabilities. Therefore, all qualifying transactions are presented on a gross basis in the Statement of Assets and Liabilities. As of November 30, 2023, the fund had no securities on loan.
(d) Affiliated issuers: Investments in other investment companies advised by the Adviser are considered “affiliated” under the Act.
(e) Market Risk: The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed-income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide.
Foreign Investment Risk: To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social and economic factors affecting investments in foreign issuers. Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards.
46
Fixed-Income Market Risk: The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates). An unexpected increase in fund redemption requests, including requests from shareholders who may own a significant percentage of the fund’s shares, which may be triggered by market turmoil or an increase in interest rates, could cause the fund to sell its holdings at a loss or at undesirable prices and adversely affect the fund’s share price and increase the fund’s liquidity risk, fund expenses and/or taxable distributions. Federal Reserve policy in response to market conditions, including with respect to interest rates, may adversely affect the value, volatility and liquidity of dividend and interest paying securities. Policy and legislative changes worldwide are affecting many aspects of financial regulation. The impact of these changes on the markets and the practical implications for market participants may not be fully known for some time.
(f) Dividends and distributions to shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from net investment income and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.
(g) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income and net realized capital gain sufficient to relieve it from substantially all federal income and excise taxes.
As of and during the period ended November 30, 2023, 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
47
NOTES TO FINANCIAL STATEMENTS (continued)
tax expense in the Statement of Operations. During the period ended November 30, 2023, the fund did not incur any interest or penalties.
Each tax year in the four-year period ended November 30, 2023 remains subject to examination by the Internal Revenue Service and state taxing authorities.
At November 30, 2023, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $3,322,383, undistributed capital gains $9,476,219, other accumulated losses $26,027 and unrealized appreciation $19,906,382.
The tax character of distributions paid to shareholders during the fiscal years ended November 30, 2023 and November 30, 2022 were as follows: ordinary income $2,074,835 and $9,200,306, and long-term capital gains $11,749,946 and $32,922,285, respectively.
NOTE 2—Bank Lines of Credit:
The fund participates with other long-term open-end funds managed by the Adviser in a $738 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY 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 $618 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $120 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. Prior to September 27, 2023, the Citibank Credit Facility was $823.5 million with Tranche A available in an amount equal to $688.5 million and Tranche B available in an amount equal to $135 million. 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 November 30, 2023 the fund did not borrow under the Facilities.
NOTE 3—Management Fee, Sub-Advisory Fee and Other Transactions with Affiliates:
(a) Pursuant to a management agreement with the Adviser, the management fee is computed at the annual rate of .80% of the value of the fund’s average daily net assets and is payable monthly. The Adviser has contractually agreed, from December 1, 2022 through March 31, 2024, to
48
waive receipt of its fees and/or assume the direct expenses of the fund so that the direct expenses of none of the fund’s share classes (excluding Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed .90% of the value of the fund’s average daily net assets. On or after March 31, 2024, the Adviser may terminate this expense limitation at any time. The reduction in expenses, pursuant to the undertaking, amounted to $371,079 during the period ended November 30, 2023.
Pursuant to sub-investment advisory agreements between the Adviser and NIMNA and INA, the Adviser pays NIMNA a monthly fee at an annual rate of .30% and INA a monthly fee at an annual rate of .04% of the value of it’s portion of the fund’s average daily net assets. As of the Effective Date, pursuant to an amended sub-investment advisory agreement, the Adviser pays NIMNA a monthly fee at an annual rate of .30% of the value of the fund’s average daily net assets attributable to equity investments and .04% of the value of the fund’s average daily net assets attributable to fixed-income investments.
During the period ended November 30, 2023, the Distributor retained $1,201 from commissions earned on sales of the fund’s Class A shares and $612 from CDSC fees on redemptions of the fund’s Class C shares.
(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended November 30, 2023, Class C shares were charged $63,561 pursuant to the Distribution Plan.
(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended November 30, 2023, Class A and Class C shares were charged $528,462 and $21,187, respectively, pursuant to the Shareholder Services Plan.
49
NOTES TO FINANCIAL STATEMENTS (continued)
Under the Shareholder Services Plan, Class Z shares reimburse the Distributor at an amount not to exceed an annual rate of .25% of the value of Class Z shares’ average daily net assets for certain allocated expenses of providing personal services and/or maintaining shareholder accounts. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding Class Z shares, and services related to the maintenance of shareholder accounts. During the period ended November 30, 2023, Class Z shares were charged $23,289 pursuant to the Shareholder Services Plan.
The fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement of Operations.
The fund has an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.
The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services for the fund. The majority of Transfer Agent fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2023, the fund was charged $79,923 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $79,214.
The fund compensates the Custodian, under a custody agreement, for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2023, the fund was charged $29,282 pursuant to the custody agreement.
During the period ended November 30, 2023, the fund was charged $26,295 for services performed by the fund’s Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.
50
The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fee of $175,931, Distribution Plan fees of $5,015, Shareholder Services Plan fees of $46,167, Custodian fees of $13,551, Chief Compliance Officer fees of $4,662 and Transfer Agent fees of $17,868, which are offset against an expense reimbursement currently in effect in the amount of $25,699.
(d) Each board member also serves as a board member of other funds in the BNY Mellon Family of Funds complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.
NOTE 4—Securities Transactions:
The aggregate amount of purchases and sales (including paydowns) of investment securities, excluding short-term securities and futures during the period ended November 30, 2023, amounted to $183,005,151 and $198,058,146, respectively.
Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. Rule 18f-4 under the Act regulates the use of derivatives transactions for certain funds registered under the Act. The fund is deemed a “limited” derivatives user under the rule and is required to limit its derivatives exposure so that the total notional value of applicable derivatives does not exceed 10% of fund’s net assets, and is subject to certain reporting requirements. Each type of derivative instrument that was held by the fund during the period ended November 30, 2023 is discussed below.
Futures: In the normal course of pursuing its investment objective, the fund is exposed to market risk, including interest rate 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 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. As of November 30, 2023, there were no futures outstanding.
51
NOTES TO FINANCIAL STATEMENTS (continued)
The following table summarizes the average market value of derivatives outstanding during the period ended November 30, 2023:
|
| Average Market Value ($) |
Interest rate futures |
| 10,272,840 |
At November 30, 2023, the cost of investments for federal income tax purposes was $250,281,605; accordingly, accumulated net unrealized appreciation on investments was $19,904,584, consisting of $42,705,428 gross unrealized appreciation and $22,800,844 gross unrealized depreciation.
52
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Trustees of BNY Mellon Balanced Opportunity Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of BNY Mellon Balanced Opportunity Fund (the “Fund”) (the sole fund constituting BNY Mellon Investment Funds VI (the “Trust”)), including the statement of investments, as of November 30, 2023, 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 (the sole fund constituting BNY Mellon Investment Funds VI) at November 30, 2023, 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 Trust’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 Trust 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 Trust is not required to have, nor were we engaged to perform, an audit of the Trust’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 Trust’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 November 30, 2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more investment companies in the BNY Mellon Family of Funds since at least 1957, but we are unable to determine the specific year.
New York, New York
January 22, 2024
53
ADDITIONAL INFORMATION (Unaudited)
UPDATES TO SALES CHARGE REDUCTIONS AND WAIVERS AVAILABLE FROM CERTAIN FINANCIAL INTERMEDIARIES:
The availability of certain sales charge reductions and waivers will depend on whether you purchase fund shares directly from the fund or through a financial intermediary. Financial intermediaries may have different policies and procedures regarding the availability of front-end sales load reductions or waivers or CDSC waivers, which are described in the fund’s prospectus. In all instances, it is the investor’s responsibility to notify the fund or the investor’s financial intermediary at the time of purchase of any relationship or other facts qualifying the investor for sales charge reductions or waivers. For reductions or waivers not available through a particular financial intermediary, investors will have to purchase fund shares directly from the fund or through another financial intermediary to receive these reductions or waivers.
Edward Jones
Clients of Edward D. Jones & Co., L.P. (Edward Jones) purchasing fund shares on the Edward Jones commission and fee-based platforms are eligible only for the following sales charge reductions and waivers, which can differ from the sales charge reductions and waivers described elsewhere in the fund’s prospectus or the SAI or through another financial intermediary. In all instances, it is the shareholder’s responsibility to inform Edward Jones at the time of purchase of any relationship, holdings of BNY Mellon Family of Funds, or other facts qualifying the purchaser for sales charge reductions or waivers. Edward Jones can ask for documentation of such circumstance. Shareholders should contact Edward Jones if they have questions regarding their eligibility for these discounts and waivers.
Front-end sales charge reductions on Class A shares purchased on the Edward Jones commission and fee-based platforms
Shareholders purchasing Class A shares of the fund on the Edward Jones commission and fee-based platforms can reduce their initial sales charge in the following ways:
· Transaction size breakpoints, as described in the fund’s prospectus.
· Rights of accumulation (ROA), which entitle shareholders to breakpoint discounts as described in the fund’s prospectus, will be calculated based on the aggregated holdings of shares of funds in the BNY Mellon Family of Funds (except certain money market funds and any assets held in group retirement plans) held by the purchaser or in an account grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”) and, if grouping assets as a shareholder, includes all share classes of such funds held on the Edward Jones platform and/or held on another platform. Shares of funds in the BNY Mellon Family of Funds may be included in the ROA calculation only if the shareholder notifies Edward Jones about such shares. Money market funds are included only if such shares were sold with a sales charge at the time of purchase or
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acquired in exchange for shares purchased with a sales charge. The employer maintaining a SEP IRA plan and/or SIMPLE IRA plan may elect to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping as opposed to including all share classes at a shareholder or pricing group level. For purposes of determining the value of a shareholder’s aggregated holdings, eligible shares held will be valued at the higher of their cost minus redemptions or current market value.
· Letter of intent (LOI), which allows for breakpoint discounts as described in the fund’s prospectus, based on anticipated purchases of shares of funds in the BNY Mellon Family of Funds purchased over a 13-month period from the date Edward Jones receives the LOI. Eligible shares purchased pursuant to a LOI will be valued at the higher of their cost or current market value for purposes of determining the front-end sales charge and any breakpoint discounts with respect to such share purchases. Each purchase a shareholder makes pursuant to a LOI during the 13-month period will receive the front-end sales charge and breakpoint discount that applies to the total amount indicated in the LOI. Shares of funds in the BNY Mellon Family of Funds may be included in the LOI calculation only if the shareholder notifies Edward Jones about such shares at the time of calculation. Shares purchased before the LOI is received by Edward Jones are not adjusted under the LOI and will not reduce the sales charge previously paid by the shareholder. The sales charge will be adjusted if the shareholder does not meet the goal indicated in the LOI. If the employer maintaining a SEP IRA plan and/or SIMPLE IRA plan has elected to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping, LOIs will also be at the plan-level and may only be established by the employer.
Front-end sales charge waivers on Class A shares purchased on the Edward Jones commission and fee-based platforms
Shareholders purchasing Class A shares of the fund on the Edward Jones commission and fee-based platforms may purchase Class A shares at NAV without payment of a sales charge as follows:
· shares purchased by associates of Edward Jones or its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good standing and remains in good standing pursuant to Edward Jones’ policies and procedures (Effective January 1, 2024, this waiver will be revised as follows: shares purchased by associates of Edward Jones and its affiliates and other accounts in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good-standing and remains in good standing pursuant to Edward Jones’ policies and procedures)
· shares purchased in an Edward Jones fee-based program
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ADDITIONAL INFORMATION (Unaudited) (continued)
· shares purchased through reinvestment of dividends and capital gains distributions of the fund
· shares purchased from the proceeds of redemptions of shares of a fund in the BNY Mellon Family of Funds, provided (1) the repurchase occurs within 60 days following the redemption, and (2) the redemption and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account (i.e., Right of Reinstatement) (Effective January 1, 2024, this waiver will be revised as follows: shares purchased from the proceeds of redemptions of shares of a fund in the BNY Mellon Family of Funds, provided that (1) the repurchase occurs within 60 days following the redemption, and (2) the redemption and purchase are made in a share class that charges a front-end sales charge, subject to one of the following conditions being met:
o the redemption and repurchase occur in the same account
o the redemption proceeds are used to process an IRA contribution, excess contributions, conversion, recharacterizing of contributions, or distribution, and the repurchase is done in an account within the same Edward Jones grouping for ROA)
· shares exchanged into Class A shares from another share class so long as the exchange is into the same fund and was initiated at the discretion of Edward Jones. Edward Jones is responsible for any CDSC due, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in the fund’s prospectus
· exchanges from Class C shares to Class A shares of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones
· Effective January 1, 2024: purchases of Class A shares for a 529 plan account through a rollover from either another education savings plan or a security used for qualified distributions
· Effective January 1, 2024: purchases of Class A shares for a 529 plan account made for recontribution of refunded amounts
CDSC waivers on Class A and C shares purchased on the Edward Jones commission and fee-based platforms
The fund’s CDSC on Class A and C shares may be waived for shares purchased on the Edward Jones commission and fee-based platforms in the following cases:
· redemptions made upon the death or disability of the shareholder
· redemptions made through a systematic withdrawal plan, if such redemptions do not exceed 10% of the value of the account annually
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· redemptions made in connection with a return of excess contributions from an IRA account
· redemptions made as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations
· redemptions made to pay Edward Jones fees or costs, but only if the redemption is initiated by Edward Jones
· shares exchanged in an Edward Jones fee-based program
· shares acquired through a Right of Reinstatement (as defined above)
· shares redeemed at the discretion of Edward Jones for accounts not meeting Edward Jones’ minimum balance requirements described below
Other important information for clients of Edward Jones who purchase fund shares on the Edward Jones commission and fee-based platforms
Minimum Purchase Amounts
· Initial purchase minimum: $250
· Subsequent purchase minimum: none
Minimum Balances
· Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following are examples of accounts that are not included in this policy:
o A fee-based account held on an Edward Jones platform
o A 529 account held on an Edward Jones platform
o An account with an active systematic investment plan or LOI
Exchanging Share Classes
· At any time it deems necessary, Edward Jones has the authority to exchange at NAV a shareholder’s holdings in a fund to Class A shares of the same fund. Edward Jones is responsible for any CDSC due, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in the fund’s prospectus.
Merrill
Purchases or sales of front-end (i.e., Class A) or level-load (i.e., Class C) mutual fund shares through a Merrill platform or account are eligible only for the following sales load waivers (front-end or CDSC) and discounts, which differ from those disclosed elsewhere in the fund’s prospectus. Purchasers will have to buy mutual fund shares
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ADDITIONAL INFORMATION (Unaudited) (continued)
directly from the mutual fund company or through another intermediary to be eligible for waivers or discounts not listed below.
It is the client’s responsibility to notify Merrill at the time of purchase or sale of any relationship or other facts that qualify the transaction for a waiver or discount. A Merrill representative may ask for reasonable documentation of such facts and Merrill may condition the granting of a waiver or discount on the timely receipt of such documentation. Additional information on waivers or discounts is available in the Merrill Sales Load Waiver and Discounts Supplement (the “Merrill SLWD Supplement”) and in the Mutual Fund Investing at Merrill pamphlet at ml.com/funds. Clients are encouraged to review these documents and speak with their financial advisor to determine whether a transaction is eligible for a waiver or discount.
Front-end sales charge waivers on Class A shares purchased through Merrill
Shareholders purchasing Class A shares of the fund through a Merrill platform or account are eligible only for the following sales charge waivers, which may differ from those disclosed elsewhere in the fund’s prospectus or the SAI. Such shareholders may purchase Class A shares at NAV without payment of a sales charge as follows:
· shares of mutual funds available for purchase by employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans
· shares purchased through a Merrill investment advisory program
· brokerage class shares exchanged from advisory class shares due to the holdings moving from a Merrill investment advisory program to a Merrill brokerage account
· shares purchased through the Merrill Edge Self-Directed platform
· shares purchased through the systematic reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same mutual fund in the same account
· shares exchanged from level-load shares to front-end load shares of the same mutual fund in accordance with the description in the Merrill SLWD Supplement
· shares purchased by eligible employees of Merrill or its affiliates and their family members who purchase shares in accounts within the employee’s Merrill Household (as defined in the Merrill SLWD Supplement)
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· shares purchased by eligible persons associated with the fund as defined in the fund’s prospectus (e.g., the fund’s officers or trustees)
· shares purchased from the proceeds of a mutual fund redemption in front-end load shares, provided (1) the repurchase is in a mutual fund within the same fund family, (2) the repurchase occurs within 90 calendar days from the redemption trade date, and (3) the redemption and purchase occur in the same account (known as Rights of Reinstatement). Automated transactions (i.e., systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill’s account maintenance fees are not eligible for Rights of Reinstatement
CDSC waivers on Class A and C shares purchased through Merrill
Fund shares purchased through a Merrill platform or account are eligible only for the following CDSC waivers, which may differ from those disclosed elsewhere in the fund’s prospectus or the SAI:
· shares sold due to the client’s death or disability (as defined by Internal Revenue Code Section 22(e)(3))
· shares sold pursuant to a systematic withdrawal program subject to Merrill’s maximum systematic withdrawal limits, as described in the Merrill SLWD Supplement
· shares sold due to return of excess contributions from an IRA account
· shares sold as part of a required minimum distribution for IRA and retirement accounts due to the investor reaching the qualified age based on applicable IRS regulation
· front-end or level-load shares held in commission-based, non-taxable retirement brokerage accounts (e.g., traditional, Roth, rollover, SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans) that are transferred to fee-based accounts or platforms and exchanged for a lower cost share class of the same mutual fund.
Front-end sales charge reductions on Class A shares purchased through Merrill
Shareholders purchasing Class A shares of the fund through a Merrill platform or account are eligible only for the following sales charge reductions (i.e., discounts), which may differ from those disclosed elsewhere in the fund’s prospectus or the SAI. Such shareholders can reduce their initial sales charge in the following ways:
· Breakpoint discounts, as described in the fund’s prospectus, where the sales load is at or below the maximum sales load that Merrill permits to be assessed to a front-end load purchase, as described in the Merrill SLWD Supplement.
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ADDITIONAL INFORMATION (Unaudited) (continued)
· Rights of accumulation (ROA), as described in the Merrill SLWD Supplement, which entitle clients to breakpoint discounts based on the aggregated holdings of mutual fund family assets held in accounts in their Merrill Household.
· Letters of Intent (LOI), which allow for breakpoint discounts on eligible new purchases based on anticipated future eligible purchases within a fund family at Merrill, in accounts within your Merrill Household, as further described in the Merrill SLWD Supplement.
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IMPORTANT TAX INFORMATION (Unaudited)
For federal tax purposes the fund hereby reports 77.32% of the ordinary dividends paid during the fiscal year ended November 30, 2023 as qualifying for the corporate dividends received deduction. Also certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $1,933,244 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2024 of the percentage applicable to the preparation of their 2023 income tax returns. For federal tax purposes the fund hereby reports 49.61% of ordinary dividends paid during fiscal period ended November 30, 2023 as qualifying interest related dividends. Also, the fund hereby reports $.1507 per share as a long-term capital gain distribution paid on March 28, 2023 and also $.7576 per share as a long-term capital gain distribution paid on December 14, 2022.
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PROXY RESULTS (Unaudited)
A special meeting of the Trust’s shareholders was held on October 12, 2023. The proposal considered at the meeting and the results were as follows:
Shares | |||
For | Withheld | ||
To elect Board Members to hold office until their successors are duly elected and qualified† | |||
Francine J. Bovich | 8,812,033 | 378,262 | |
Michael D. DiLecce | 8,779,613 | 410,682 | |
Gina D. France | 8,750,358 | 439,937 | |
Joan L. Gulley | 8,824,103 | 366,192 | |
Nathan Leventhal | 8,809,343 | 380,953 |
† Each Board Member’s term commenced January 1, 2024
In addition, Joseph S. DiMartino, Peggy C. Davis and Robin A. Melvin continue as Board Members of the Trust. Mses. France and Gulley currently are Board Members of the Trust, but have not been previously elected by shareholders.
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INFORMATION ABOUT THE APPROVAL OF AN AMENDMENT TO THE SUB-INVESTMENT ADVISORY AGREEMENT AND THE APPROVAL OF THE REVISED SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited)
At a meeting of the fund’s Board of Trustees (the “Board”) held on July 25, 2023 (the “July Meeting”), the Board considered and approved the termination of the Sub-Investment Advisory Agreement between the Adviser and Insight North America LLC, a sub-investment adviser to the fund responsible for the day-to-day management of the portion of the fund’s assets allocated to fixed-income investments, effective on or about September 1, 2023 (the “Effective Date”). In addition, at the July Meeting, the Board considered and approved an amendment to the fund’s Sub-Investment Advisory Agreement (the “Sub-Advisory Agreement”) pursuant to which Newton Investment Management North America, LLC (“NIMNA” or the “Sub-Adviser”) is responsible for overall asset allocation for the fund and for the day-to-day management of the portion of the fund’s assets allocated to equity investments and, effective as of the Effective Date, fixed-income investments. At the July Meeting, the Board also considered and approved a revised Sub-Sub-Investment Advisory Agreement between NIMNA and its affiliate, Newton Investment Management Limited (“NIM”), on behalf of the fund (the “SSIA Agreement” and, together with the Sub-Advisory Agreement, the “Agreements”), which permits NIMNA, as the fund’s sub-investment adviser, to use the investment advisory personnel, resources and capabilities of NIM in providing the day-to-day management of the fund’s investments, and, effective as of the Effective Date, pursuant to which NIM is responsible for the day-to-day management (including portfolio trading) of the portion of the fund’s assets allocated to fixed-income investments. The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser and the Sub-Adviser. Since the Board had renewed the Sub-Advisory Agreement and approved the SSIA Agreement at a meeting of the fund’s Board held on March 14-15, 2023 (the “15(c) Meeting”), and, other than as discussed below, there had been no material changes in the information presented, the Board addressed certain of the relevant considerations by reference to their considerations and determinations at the 15(c) Meeting. In considering the Agreements, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.
At the July Meeting, the Adviser and the Sub-Adviser recommended the approval of the revised SSIA and the allocation of the day-to-day management of the fund’s fixed-income investments to NIM, based on a determination, among other factors, that it would promote efficiencies in the allocation decision-making process and provide NIMNA with better transparency regarding the fixed-income portfolio managers’ assessment of the relative return and risk of the fixed-income asset class, and of general economic conditions, anticipated future changes in interest rates and the outlook for fixed-income securities generally. In determining whether to approve the revised SSIA and the allocation of the day-to-day management of the fund’s fixed-income
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INFORMATION ABOUT THE APPROVAL OF AN AMENDMENT TO THE SUB-INVESTMENT ADVISORY AGREEMENT AND THE APPROVAL OF THE REVISED SUB-SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)
investments to NIM, the Board considered materials prepared by the Adviser and the Sub-Adviser received in advance of the July Meeting and other information presented at the meeting, which included: (i) a form of the revised SSIA Agreement; (ii) information regarding the delegation of responsibility for the day-to-day management (including portfolio trading) of the fund’s fixed-income investments to NIM and how it is expected to enhance investment capabilities for the benefit of the fund; (iii) information regarding NIM’s proposed investment approach and process for the fund related to fixed-income investments, which includes an environmental, social and governance overlay; (iv) information regarding the portfolio transaction costs and tax impact of the sale of portfolio securities in connection with implementing the changes for the fund and management’s estimate that such cost and impact were expected to be de minimis; and (v) an opinion of counsel that the proposed arrangement would not result in an “assignment” of the Sub-Advisory Agreement under the 1940 Act and the Investment Advisers Act of 1940, as amended, and, therefore, did not require the approval of fund shareholders. The Board also considered the substance of discussions with representatives of the Adviser and the Sub-Adviser at the July Meeting.
Nature, Extent and Quality of Services to be Provided. In examining the nature, extent and quality of the services that were expected to be provided by NIMNA under the Sub-Advisory Agreement and NIM under the SSIA Agreement, the Board considered: (i) the organization, history, reputation, qualification and background, as well as the qualifications of the personnel of NIMNA and NIM; (ii) the expertise of the personnel providing portfolio management services (including portfolio trading), including the portfolio managers employed by NIM responsible for the day-to-day management of the fund’s fixed-income investments; and (iii) the investment strategy for the fund, including NIM’s proposed investment approach and process for the fund related to fixed-income investments. The Board also considered the review process undertaken by the Adviser and the Adviser’s favorable assessment of the nature and quality of the sub-investment advisory services expected to be provided to the fund by NIMNA and NIM. Based on their consideration and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by the Sub-Adviser under the Sub-Advisory Agreement and by NIM under the SSIA Agreement were adequate and appropriate for the fund in light of the fund’s investment objective, and supported a decision to approve the Agreements.
Investment Performance. The Board had considered the fund’s investment performance and that of the investment team managing the fund’s portfolio at the 15(c) Meeting (including comparative data provided by Broadridge Financial Solutions, Inc., an independent provider of investment company data). However, because NIM had not been responsible for the day-to-day management of the fund’s fixed-income investments prior to the Effective Date, the Board could not consider NIM’s investment performance in managing the fixed-income portion of the fund’s portfolio as a factor in evaluating the Agreements during the July Meeting. The Board discussed with representatives of the Adviser and NIM the investment approach and process to be employed by NIM in the management of the fixed-income portion of the fund’s assets. The Board noted NIM’s reputation and experience with respect to fixed-income
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investing and portfolio trading and the portfolio managers’ experience in managing fixed-income investments. Based on its consideration and review of the foregoing information, the Board concluded that these factors supported a decision to approve the Agreements.
Costs of Services to be Provided and Profitability. The Board considered the proposed fee payable under the Sub-Advisory Agreement, noting that the fee would be paid by the Adviser and, thus, would not impact the fees paid by the fund. The Board noted that the contractual management fee payable by the fund to the Adviser and the sub-investment advisory fees payable by the Adviser with respect to the fund would not change in connection with the revised SSIA and the allocation of the day-to-day management of the fund’s fixed-income investments to NIM. At the 15(c) Meeting, the Board concluded that the fees paid to the Adviser and the Sub-Adviser continued to be appropriate under the circumstances and in light of the factors discussed at that meeting and the totality of the services provided to the fund by the Adviser and the Sub-Adviser. The Board recognized that, because the fees payable would not change, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Management Agreement, and that the Board had received and considered a profitability analysis of the Adviser and its affiliates at the 15(c) Meeting in connection with the Board’s re-approval of the Management Agreement. The Board concluded that the Adviser’s profitability was not excessive in light of the nature, extent and quality of the services to be provided to the fund by the Adviser and NIMNA and NIM under the Agreements.
Economies of Scale to be Realized. At the 15(c) Meeting, the Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Management Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.
The Board also considered whether there were any ancillary benefits that would accrue to NIMNA and NIM as a result of their relationship with the fund, and such ancillary benefits, if any, were determined to be reasonable.
After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board, with the assistance of independent legal counsel, approved the Agreements for the fund, effective as of the Effective Date.
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BOARD MEMBERS INFORMATION (Unaudited)
Independent Board Members
Joseph S. DiMartino (80)
Chairman of the Board (2003)
Principal Occupation During Past 5 Years:
· Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as described in the fund’s Statement of Additional Information) (1995-Present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (1997-May 2023)
No. of Portfolios for which Board Member Serves: 86
———————
Peggy C. Davis (80)
Board Member (2006)
Principal Occupation During Past 5 Years:
· Shad Professor of Law, New York University School of Law (1983-Present)
No. of Portfolios for which Board Member Serves: 29
———————
Gina D. France (65)
Board Member (2019)
Principal Occupation During Past 5 Years:
· France Strategic Partners, a strategy and advisory firm serving corporate clients across the United States, Founder, President and Chief Executive Officer (2003-Present)
Other Public Company Board Memberships During Past 5 Years:
· Huntington Bancshares, a bank holding company headquartered in Columbus, Ohio, Director (2016-Present)
· Cedar Fair, L.P., a publicly-traded partnership that owns and operates amusement parks and hotels in the U.S. and Canada, Director (2011-May 2023)
· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2015-Present)
No. of Portfolios for which Board Member Serves: 22
———————
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Joan Gulley (76)
Board Member (2017)
Principal Occupation During Past 5 Years:
· Nantucket Atheneum, public library, Chair (June 2018-June 2021) and Director (2015-June 2021)
· Orchard Island Club, golf and beach club, Governor (2016-Present) and President (February 2023-Present)
No. of Portfolios for which Board Member Serves: 39
———————
Robin A. Melvin (60)
Board Member (2012)
Principal Occupation During Past 5 Years:
· Westover School, a private girls’ boarding school in Middlebury, Connecticut, Trustee (2019-June 2023)
· Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois, Co-Chair (2014–March 2020); Board Member (2013-March 2020)
· JDRF, a non-profit juvenile diabetes research foundation, Board Member (June 2021-June 2022)
Other Public Company Board Memberships During Past 5 Years:
· HPS Corporate Lending Fund, a closed-end management investment company regulated as a business development company, Trustee (August 2021-Present)
No. of Portfolios for which Board Member Serves: 68
———————
Michael D. DiLecce (61)
Advisory Board Member (2022)
Principal Occupation During Past 5 Years:
· Retired since July 2022. Global Asset Management Assurance Leader, Ernst & Young LLP (2015-2022)
· Americas Regional Talent Managing Partner for Ernst & Young’s Financial Service Practice (2017-2021)
· Partner, Ernst & Young LLP (1997-2022)
No. of Portfolios for which Board Member Serves: 22
———————
The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc., 240 Greenwich Street, New York, New York 10286. Additional information about each Board Member is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.
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OFFICERS OF THE FUND (Unaudited)
DAVID DIPETRILLO, President since January 2021.
Vice President and Director of the Adviser since February 2021; Head of North America Distribution, BNY Mellon Investment Management since February 2023; and Head of North America Product, BNY Mellon Investment Management from January 2018 to February 2023. He is an officer of 53 investment companies (comprised of 102 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 45 years old and has been an employee of BNY Mellon since 2005.
JAMES WINDELS, Treasurer since September 2003.
Director of the Adviser since February 2023; Vice President of the Adviser since September 2020; and Director–BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 65 years old and has been an employee of the Adviser since April 1985.
PETER M. SULLIVAN, Chief Legal Officer since July 2021 and Vice President and Assistant Secretary since March 2019.
Chief Legal Officer of the Adviser and Associate General Counsel of BNY Mellon since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; and Managing Counsel of BNY Mellon from March 2009 to December 2020. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55 years old and has been an employee of BNY Mellon since April 2004.
JAMES BITETTO, Vice President since August 2005 and Secretary since February 2018.
Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; and Secretary of the Adviser. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 57 years old and has been an employee of the Adviser since December 1996.
DEIRDRE CUNNANE, Vice President and Assistant Secretary since March 2019.
Managing Counsel of BNY Mellon since December 2021; and Counsel of BNY Mellon from August 2018 to December 2021. She is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 33 years old and has been an employee of BNY Mellon since August 2013.
SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.
Vice President of BNY Mellon ETF Investment Adviser; LLC since February 2020; Senior Managing Counsel of BNY Mellon since September 2021; and Managing Counsel of BNY Mellon from December 2017 to September 2021. She is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 48 years old and has been an employee of BNY Mellon since March 2013.
JEFF PRUSNOFSKY, Vice President and Assistant Secretary since September 2003.
Senior Managing Counsel of BNY Mellon. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 58 years old and has been an employee of the Adviser since October 1990.
AMANDA QUINN, Vice President and Assistant Secretary since March 2020.
Counsel of BNY Mellon since June 2019; and Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019. She is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 38 years old and has been an employee of BNY Mellon since June 2012.
JOANNE SKERRETT, Vice President and Assistant Secretary since March 2023.
Managing Counsel of BNY Mellon since June 2022; and Senior Counsel with the Mutual Fund Directors Forum, a leading funds industry organization, from 2016 to June 2022. She is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 51 years old and has been an employee of the Adviser since June 2022.
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NATALYA ZELENSKY, Vice President and Assistant Secretary since March 2017.
Chief Compliance Officer since August 2021 and Vice President since February 2020 of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer since August 2021 and Vice President and Assistant Secretary since February 2020 of BNY Mellon ETF Trust; Managing Counsel of BNY Mellon from December 2019 to August 2021; Counsel of BNY Mellon from May 2016 to December 2019; and Assistant Secretary of the Adviser from April 2018 to August 2021. She is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 38 years old and has been an employee of BNY Mellon since May 2016.
DANIEL GOLDSTEIN, Vice President since March 2022.
Head of Product Development of North America Distribution, BNY Mellon Investment Management since January 2018; Executive Vice President of North America Product, BNY Mellon Investment Management since April 2023; and Senior Vice President, Development & Oversight of North America Product, BNY Mellon Investment Management from 2010 to March 2023. He is an officer of 53 investment companies (comprised of 102 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 54 years old and has been an employee of the Distributor since 1991.
JOSEPH MARTELLA, Vice President since March 2022.
Vice President of the Adviser since December 2022; Head of Product Management of North America Distribution, BNY Mellon Investment Management since January 2018; Executive Vice President of North America Product, BNY Mellon Investment Management since April 2023; and Senior Vice President of North America Product, BNY Mellon Investment Management from 2010 to March 2023. He is an officer of 53 investment companies (comprised of 102 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 47 years old and has been an employee of the Distributor since 1999.
GAVIN C. REILLY, Assistant Treasurer since December 2005.
Tax Manager–BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55 years old and has been an employee of the Adviser since April 1991.
ROBERT SALVIOLO, Assistant Treasurer since July 2007.
Senior Accounting Manager–BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 56 years old and has been an employee of the Adviser since June 1989.
ROBERT SVAGNA, Assistant Treasurer since September 2002.
Senior Accounting Manager–BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 121 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 56 years old and has been an employee of the Adviser since November 1990.
JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.
Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004; and Chief Compliance Officer of the Adviser from 2004 until June 2021. He is the Chief Compliance Officer of 53 investment companies (comprised of 105 portfolios) managed by the Adviser. He is 66 years old.
CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016.
Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust. She is an officer of 47 investment companies (comprised of 114 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 55 years old and has been an employee of the Distributor since 1997.
69
BNY Mellon Balanced Opportunity Fund
240 Greenwich Street
New York, NY 10286
Adviser
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, NY 10286
Sub-Adviser
Newton Investment Management
North America, LLC
BNY Mellon Center
201 Washington Street
Boston,
MA 02108
Custodian
The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286
Transfer Agent &
Dividend Disbursing Agent
BNY Mellon Transfer, Inc.
240 Greenwich Street
New York, NY 10286
Distributor
BNY Mellon Securities Corporation
240 Greenwich Street
New York, NY 10286
Ticker Symbols: | Class A: DBOAX Class C: DBOCX Class I: DBORX |
Telephone Call your financial representative or 1-800-373-9387
Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
E-mail Send your request to info@bnymellon.com
Internet Information can be viewed online or downloaded at www.im.bnymellon.com
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-PORT. The fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov.
A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.im.bnymellon.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.
© 2024 BNY Mellon Securities
Corporation |
Item 2. Code of Ethics.
The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.
Item 3. Audit Committee Financial Expert.
The Registrant's Board has determined that Gina D. France, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC"). Gina D. France is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $42,999 in 2022 and $43,859 in 2023.
(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 $13,413 in 2022 and $13,793 in 2023. 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 2022 and $0 in 2023.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice, and tax planning ("Tax Services") were $4,763 in 2022 and $4,763 in 2023. These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies. The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were $6,737 in 2022 and $6,737 in 2023.
(d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were $2,117 in 2022 and $2,116 in 2023. 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 2022 and $0 in 2023.
(e)(1) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services. Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence. Pre-approvals pursuant to the Policy are considered annually.
(e)(2) Note. None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) None of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $2,144,335 in 2022 and $1,886,566 in 2023.
Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.
(i) | Not applicable. |
(j) Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers. |
Not applicable.
Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures applicable to Item 10.
Item 11. | Controls and Procedures. |
(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
Item 12. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
Not applicable.
Item 13. | Exhibits. |
(a)(1) Code of ethics referred to in Item 2.
(a)(3) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
BNY Mellon Investment Funds VI
By: /s/ David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: January 19, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: /s/ David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: January 19, 2024
By: /s/ James Windels
James Windels
Treasurer (Principal Financial Officer)
Date: January 19, 2024
EXHIBIT INDEX
(a)(1) Code of ethics referred to in Item 2.
(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (EX-99.CERT)
(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. (EX-99.906CERT)
THE BNY MELLON FAMILY OF FUNDS
BNY MELLON FUNDS TRUST
Principal Executive Officer and Senior Financial Officer
Code of Ethics
This code of ethics (the "Code"), adopted by the funds in the BNY Mellon Family of Funds and BNY Mellon Funds Trust (each, a "Fund"), applies to each Fund's Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, or other persons performing similar functions, each of whom is listed on Exhibit A (the "Covered Officers"), for the purpose of promoting:
· honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
· full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Fund;
· compliance with applicable laws and governmental rules and regulations;
· the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
· accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
Overview. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund.
Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as "affiliated persons" of the Fund. The compliance programs and procedures of the Fund and the Fund's investment adviser (the "Adviser") are designed to prevent, or identify and correct, violations of these provisions. The Code does not, and is not intended to, repeat or replace these programs and procedures, and the circumstances they cover fall outside of the parameters of the Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund and the Adviser of which the Covered Officers are also officers or employees. As a result, the Code recognizes that the Covered Officers, in the ordinary course of their duties (whether formally for the Fund or for the Adviser, or for both), will be involved in establishing policies and implementing decisions that will have different effects on the Adviser and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the Adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Fund and, if addressed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, will be deemed to have been handled ethically. In addition, it is recognized by the Fund's Board that the Covered Officers also may be officers or employees of one or more other investment companies covered by this or other codes of ethics.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. Covered Officers should keep in mind that the Code cannot enumerate every possible scenario. The overarching principle of the Code is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.
Each Covered Officer must:
· not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;
· not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; and
· not retaliate against any employee or Covered Officer for reports of potential violations that are made in good faith.
· Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fund within his area of responsibility;
· each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund's Board members and auditors, and to governmental regulators and self-regulatory organizations;
· each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fund and the Adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and
· it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
Each Covered Officer must:
· upon adoption of the Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code;
· annually thereafter affirm to the Board that he has complied with the requirements of the Code; and
· notify the Adviser's General Counsel (the "General Counsel") promptly if he knows of any violation of the Code. Failure to do so is itself a violation of the Code.
The General Counsel is responsible for applying the Code to specific situations in which questions are presented under it and has the authority to interpret the Code in any particular situation. However, waivers sought by any Covered Officer will be considered by the Fund's Board.
The Fund will follow these procedures in investigating and enforcing the Code:
· the General Counsel will take all appropriate action to investigate any potential violations reported to him;
· if, after such investigation, the General Counsel believes that no violation has occurred, the General Counsel is not required to take any further action;
· any matter that the General Counsel believes is a violation will be reported to the Board;
· if the Board concurs that a violation has occurred, it will consider appropriate action, which may include: review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Adviser or its board; or dismissal of the Covered Officer;
· the Board will be responsible for granting waivers, as appropriate; and
· any waivers of or amendments to the Code, to the extent required, will be disclosed as provided by SEC rules.
The Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. The Fund's, its principal underwriter's and the Adviser's codes of ethics under Rule 17j-1 under the Investment Company Act and the Adviser's additional policies and procedures, including its Code of Conduct, are separate requirements applying to the Covered Officers and others, and are not part of the Code.
Except as to Exhibit A, the Code may not be amended except in written form, which is specifically approved or ratified by a majority vote of the Fund's Board, including a majority of independent Board members.
All reports and records prepared or maintained pursuant to the Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or the Code, such matters shall not be disclosed to anyone other than the appropriate Funds and their counsel, the appropriate Boards (or Committees) and their counsel and the Adviser.
The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.
Dated as of: January 14, 2021
Exhibit A
Persons Covered by the Code of Ethics
David J. DiPetrillo |
President |
(Principal Executive Officer, BNY Mellon Family of Funds) |
|
|
|
Patrick T. Crowe |
President |
(Principal Executive Officer, BNY Mellon Funds Trust) |
|
|
|
James M. Windels |
Treasurer |
(Principal Financial and Accounting Officer) |
[EX-99.CERT]—Exhibit (a)(2)
SECTION 302 CERTIFICATION
I, David J. DiPetrillo, certify that:
1. I have reviewed this report on Form N-CSR of BNY Mellon Investment Funds VI;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
By: /s/ David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: January
19, 2024
SECTION 302 CERTIFICATION
I, James Windels, certify that:
1. I have reviewed this report on Form N-CSR of BNY Mellon Investment Funds VI;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
By: /s/ James Windels
James Windels
Treasurer (Principal Financial Officer)
Date: January 19, 2024
[EX-99.906CERT]
Exhibit (b)
SECTION 906 CERTIFICATIONS
In connection with this report on Form N-CSR for the Registrant as furnished to the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
By: /s/ David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: January 19, 2024
By: /s/ James Windels
James Windels
Treasurer (Principal Financial Officer)
Date: January 19, 2024
This certificate is furnished pursuant to the requirements of Form N-CSR and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
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