0000806176-21-000013.txt : 20211229 0000806176-21-000013.hdr.sgml : 20211229 20211229110859 ACCESSION NUMBER: 0000806176-21-000013 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20211031 FILED AS OF DATE: 20211229 DATE AS OF CHANGE: 20211229 EFFECTIVENESS DATE: 20211229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BNY MELLON STATE MUNICIPAL BOND FUNDS CENTRAL INDEX KEY: 0000806176 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04906 FILM NUMBER: 211526939 BUSINESS ADDRESS: STREET 1: C/O BNY MELLON INVESTMENT ADVISER, INC. STREET 2: 240 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 2129226400 MAIL ADDRESS: STREET 1: C/O BNY MELLON INVESTMENT ADVISER, INC. STREET 2: 240 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10286 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS STATE MUNICIPAL BOND FUNDS DATE OF NAME CHANGE: 20081201 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS PREMIER STATE MUNICIPAL BOND FUND DATE OF NAME CHANGE: 19970506 FORMER COMPANY: FORMER CONFORMED NAME: PREMIER STATE MUNICIPAL BOND FUND DATE OF NAME CHANGE: 19920703 0000806176 S000000343 BNY Mellon Connecticut Fund C000000873 Class A PSCTX C000000875 Class C PMCCX C000041029 Class Z DPMZX C000073390 Class I DTCIX C000132934 Class Y DPMYX 0000806176 S000000348 BNY Mellon Massachusetts Fund C000000888 Class A PSMAX C000000890 Class C PCMAX C000007820 Class Z PMAZX 0000806176 S000000353 BNY Mellon Pennsylvania Fund C000000903 Class A PTPAX C000000905 Class C PPACX C000119804 BNY Mellon Pennsylvania Fund -Class Z N-CSRS 1 lp1-064.htm SEMI-ANNUAL REPORTS

 

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 811-04906
   
  BNY Mellon State Municipal Bond Funds  
  (Exact name of Registrant as specified in charter)  
     
 

 

c/o BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, New York 10286

 
  (Address of principal executive offices)        (Zip code)  
     
 

Deirdre Cunnane, Esq.

240 Greenwich Street

New York, New York 10286

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

Date of fiscal year end:

 

04/30  
Date of reporting period:

10/31/2021

 

 
             

 

 

 

 
 

 

FORM N-CSR

Item 1.Reports to Stockholders.

 

 

 

 

BNY Mellon State Municipal Bond Funds, BNY Mellon Connecticut Fund

 

SEMIANNUAL REPORT

October 31, 2021

 

 

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

 

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

 

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

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Understanding Your Fund’s Expenses

5

Comparing Your Fund’s Expenses
With Those of Other Funds

5

Statement of Investments

6

Statement of Assets and Liabilities

13

Statement of Operations

14

Statement of Changes in Net Assets

15

Financial Highlights

17

Notes to Financial Statements

22

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

32

Liquidity Risk Management Program

39

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from May 1, 2021 through October 31, 2021, as provided by Daniel Barton and Jeffrey Burger, Portfolio Managers

Market and Fund Performance Overview

For the six-month period ended October 31, 2021, Class A shares of BNY Mellon Connecticut Fund, a series of BNY Mellon State Municipal Bond Funds, produced a total return of -0.10%, Class C shares returned -0.52%, Class I shares returned 0.02%, Class Y shares returned -0.09% and Class Z shares returned 0.04%.1 In comparison, the Bloomberg U.S. Municipal Bond Index (the “Index”), the fund’s benchmark index, which is comprised of bonds issued nationally and not solely within Connecticut, achieved a total return of 0.01% for the same period.2

Municipal bonds were hindered somewhat by off-and-on pandemic concerns, political uncertainty and inflation expectations. The fund’s Class A, C and Y shares underperformed the Index, mainly due to an overweight position in transportation and housing bonds.

The Fund’s Investment Approach

The fund seeks to maximize current income exempt from federal income tax and from Connecticut state income tax, without undue risk. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in municipal bonds that provide income exempt from federal and Connecticut state income taxes. The fund invests at least 70% of its assets in municipal bonds rated, at the time of purchase, investment grade (Baa/BBB or higher) or the unrated equivalent as determined by BNY Mellon Investment Adviser, Inc. For additional yield, the fund may invest up to 30% of its assets in municipal bonds rated below investment grade (“high yield” or “junk” bonds) or the unrated equivalent as determined by BNY Investment Adviser, Inc. The dollar-weighted, average maturity of the fund’s portfolio normally exceeds 10 years, but the fund may invest without regard to maturity.

The portfolio managers focus on identifying undervalued sectors and securities and minimize the use of interest-rate forecasting. The portfolio managers select municipal bonds for the fund’s portfolio by using fundamental credit analysis to estimate the relative value and attractiveness of various sectors and securities and to exploit pricing inefficiencies in the municipal bond market, and by actively trading among various sectors, such as pre-refunded, general obligation and revenue, based on their apparent relative values. The fund seeks to invest in several of these sectors.

Delta Variant, Inflation Concerns and Political Uncertainty Weigh on Market

While the market continued to benefit from policies put in place in response to the COVID-19 pandemic, volatility increased as a result of a variety of factors. Despite the volatility, credit spreads are now tighter than they were prior to the pandemic, which is a testament to how strong the market has been over the past year.

The primary factors driving the recent volatility have been the emergence of the Delta variant of COVID-19, uncertainty about whether inflation would be transitory and how well the Federal Reserve (the “Fed”) would address inflationary pressures. Tax reform measures in Washington D.C. have also factored into the market environment.

2

 

The Delta variant contributed to volatility by casting doubt on the pace of the reopening of the economy and of future growth. But volatility was fed primarily by concerns about inflation and whether it would be short lived or persist over a longer period. The market has appeared to be uncertain about this. While the long end of the curve flattened, suggesting that investors believed inflationary pressures would soon ease, the shorter end of the curve rose, indicating investors believed the Fed would be forced to raise rates sooner than it has indicated.

The political environment has also affected the market. While the November 2020 election increased the likelihood of income-tax hikes for corporations and higher-income households, adding to the appeal of tax-exempt municipal securities, the extent of potential tax increases became less certain late in the reporting period, weakening demand for municipal securities somewhat. Among the possible changes under discussion is the lifting of the cap on the deduction of state and local taxes. The cap went into effect with the Tax Cuts and Jobs Act of 2017 and has helped fuel inflows into municipal bond funds.

While the market has been volatile, credit fundamentals remain strong. The fiscal health of issuers has remained better than expected in part because real-estate and income-tax exceeded budgeted projections. Progressive tax regimes proved beneficial because higher-earning, white-collar workers were largely unaffected by the pandemic.

Connecticut, in particular, has held up well because of the nature of its workforce, which is concentrated in the financial services sector. Strong stock market returns also benefited tax revenues as capital gains were significant. The state has taken advantage of strong tax revenue flows to bolster its “rainy day” fund and improved the funded status of its pension plan.

Asset Allocation Drove Performance

The fund’s underperformance versus the Index was driven in part by the fund’s underweight to transportation and overweight to housing bonds. Curve positioning also detracted as the long end of the curve outperformed. The fund was underweight this portion of the curve in part because few longer bonds are available from the Connecticut market. The fund did not make use of derivatives during the reporting period.

On a more positive note, the fund had an overweight to revenue bonds, which outperformed. Overweight positions in the hospital and education segments of the market were especially beneficial. An overweight position in A rated bonds also contributed positively to returns.

An Uncertain Environment

The outlook for the municipal bond market is somewhat unclear, given the uncertainty about inflation. The market appears undecided about the inflation outlook and will continue to digest new inflation data and Fed policy as it becomes evident. On the other hand, the state’s fundamentals are likely to remain positive over the short term, though certain issues, including pension funding, bear watching over the long term.

Given that it is uncertain whether inflation is transitory, and that credit spreads are now tighter than they were before the pandemic, we are positioning the fund conservatively.

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

Nevertheless, we will continue to look for opportunities to take advantage of any weakness that arises.

November 15, 2021

1 Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Class I shares, Class Y shares and Class Z shares are not subject to any initial or deferred sales charge. Past performance is no guarantee of future results. Share price, yield and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. Income may be subject to state and local taxes, and some income may be subject to the federal alternative minimum tax (AMT) for certain investors. Capital gains, if any, are taxable. The fund’s return reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement in effect through August 31, 2022, at which time it may be extended, modified or terminated. Had these expenses not been absorbed, returns would have been lower.

2 Source: Lipper Inc. — The Bloomberg U.S. Municipal Bond Index covers the U.S.-dollar-denominated, long-term, tax-exempt bond market. Investors cannot invest directly in any index.

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 amount of public information available about municipal bonds is generally less than that for corporate equities or bonds. Special factors, such as legislative changes, and state and local economic and business developments, may adversely affect the yield and/or value of the fund’s investments in municipal bonds. Other factors include the general conditions of the municipal bond market, the size of the particular offering, the maturity of the obligation and the rating of the issue. Changes in economic, business or political conditions relating to a particular municipal project, municipality or state in which the fund invests may have an impact on the fund’s share price.

Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund's exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

4

 

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 State Municipal Bond Funds, BNY Mellon Connecticut Fund from May 1, 2021 to October 31, 2021. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

        

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended October 31, 2021

 

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

Class Z

 

Expenses paid per $1,000

$4.33

$8.55

$3.08

$3.83

$3.03

 

Ending value (after expenses)

$999.00

$994.80

$1,000.20

$999.10

$1,000.40

 

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

Using the SEC’s method to compare expenses

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

        

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended October 31, 2021

 

 

 

 

 

 

 

 

 

 

 

Class A

Class C

Class I

Class Y

Class Z

 

Expenses paid per $1,000

$4.38

$8.64

$3.11

$3.87

$3.06

 

Ending value (after expenses)

$1,020.87

$1,016.64

$1,022.13

$1,021.37

$1,022.18

 

Expenses are equal to the fund’s annualized expense ratio of .86% for Class A, 1.70% for Class C, .61% for Class I, .76% for Class Y and .60% for Class Z, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

5

 

STATEMENT OF INVESTMENTS
October 31, 2021 (Unaudited)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 98.8%

     

Connecticut - 97.0%

     

Connecticut, GO, Ser. A

 

5.00

 

3/1/2026

 

5,000,000

 

5,532,079

 

Connecticut, GO, Ser. D

 

5.00

 

11/1/2027

 

3,500,000

 

3,500,000

 

Connecticut, GO, Ser. D

 

5.00

 

11/1/2031

 

2,500,000

 

2,500,000

 

Connecticut, GO, Ser. D

 

5.00

 

11/1/2028

 

5,000,000

 

5,000,000

 

Connecticut, Revenue Bonds, Ser. A

 

4.00

 

9/1/2035

 

5,000,000

 

5,623,072

 

Connecticut, Revenue Bonds, Ser. A

 

4.00

 

5/1/2037

 

2,500,000

 

2,970,987

 

Connecticut, Revenue Bonds, Ser. A

 

4.00

 

5/1/2036

 

1,000,000

 

1,193,766

 

Connecticut, Revenue Bonds, Ser. A

 

5.00

 

8/1/2034

 

3,000,000

 

3,462,729

 

Connecticut Bradley International Airport, Revenue Bonds

 

5.00

 

7/1/2049

 

2,500,000

 

2,987,129

 

Connecticut Clean Water Fund - State Revolving Fund, Revenue Bonds (Green Bond) Ser. A

 

4.00

 

2/1/2035

 

2,125,000

 

2,514,554

 

Connecticut Clean Water Fund - State Revolving Fund, Revenue Bonds (Green Bond) Ser. A

 

5.00

 

3/1/2029

 

2,600,000

 

2,980,872

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds (Church Home of Hartford Project) Ser. A

 

5.00

 

9/1/2053

 

1,500,000

a 

1,645,230

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds (Church Home of Hartford Project) Ser. A

 

5.00

 

9/1/2046

 

1,000,000

a 

1,100,140

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds (Covenant Home) Ser. B

 

5.00

 

12/1/2040

 

4,020,000

 

4,696,632

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds (Fairfield University) Ser. Q1

 

5.00

 

7/1/2046

 

1,000,000

 

1,163,748

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds (Hartford HealthCare Obligated Group) Ser. E

 

5.00

 

7/1/2027

 

3,265,000

 

3,629,503

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds (Hartford HealthCare Obligated Group) Ser. F

 

5.00

 

7/1/2045

 

2,500,000

 

2,847,345

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds (Mary Wade Home Obligated Group) Ser. A1

 

5.00

 

10/1/2054

 

2,000,000

a 

2,182,924

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds (The Greenwich Academy) Ser. G

 

4.00

 

3/1/2041

 

1,170,000

 

1,375,820

 

6

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 98.8% (continued)

     

Connecticut - 97.0% (continued)

     

Connecticut Health & Educational Facilities Authority, Revenue Bonds (The Stamford Hospital Obligated Group) Ser. K

 

4.00

 

7/1/2046

 

2,000,000

 

2,180,605

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (Connecticut College) Ser. L1

 

4.00

 

7/1/2046

 

2,000,000

 

2,204,075

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (Fairfield University) Ser. R

 

5.00

 

7/1/2032

 

1,000,000

 

1,187,856

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (Nuvance Health Obligated Group) Ser. A

 

4.00

 

7/1/2041

 

2,250,000

 

2,556,163

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (Quinnipiac University) Ser. L

 

5.00

 

7/1/2036

 

5,000,000

 

5,620,743

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (Quinnipiac University) Ser. L

 

5.00

 

7/1/2045

 

3,000,000

 

3,340,359

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (Quinnipiac University) Ser. M

 

5.00

 

7/1/2036

 

200,000

 

230,886

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (Sacred Heart University) Ser. I1

 

5.00

 

7/1/2042

 

2,000,000

 

2,343,553

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (The Choate Rosemary Hall Foundation) Ser. F

 

4.00

 

7/1/2042

 

1,110,000

 

1,299,609

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (The Greenwich Academy) (Insured; Assured Guaranty Municipal Corp.) Ser. E

 

5.25

 

3/1/2032

 

6,880,000

 

8,916,021

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (The Loomis Institute) (Insured; American Municipal Bond Assurance Corp.) Ser. F

 

5.25

 

7/1/2028

 

1,760,000

 

2,212,316

 

7

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 98.8% (continued)

     

Connecticut - 97.0% (continued)

     

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (The Stamford Hospital Obligated Group) Ser. L1

 

4.00

 

7/1/2030

 

865,000

 

1,041,951

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (The Stamford Hospital Obligated Group) Ser. L1

 

4.00

 

7/1/2029

 

500,000

 

596,115

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (The University of Hartford)

 

5.00

 

7/1/2034

 

425,000

 

510,163

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (Trinity College) Ser. R

 

4.00

 

6/1/2045

 

2,300,000

 

2,653,850

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (Trinity Health Obligated Group)

 

5.00

 

12/1/2045

 

7,500,000

 

8,813,760

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (University of New Haven) Ser. K1

 

5.00

 

7/1/2036

 

1,000,000

 

1,177,799

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (Yale New Haven Health Obligated Group) Ser. E

 

5.00

 

7/1/2027

 

3,960,000

 

4,433,375

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding, Ser. S

 

4.00

 

6/1/2051

 

1,000,000

 

1,171,611

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding, Ser. S

 

4.00

 

6/1/2046

 

2,250,000

 

2,644,621

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Ser. A

 

4.00

 

7/1/2040

 

500,000

 

574,693

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Ser. A

 

5.00

 

7/1/2027

 

750,000

 

920,198

 

Connecticut Higher Education Supplement Loan Authority, Revenue Bonds, Ser. A

 

5.00

 

11/15/2021

 

1,450,000

 

1,452,473

 

Connecticut Higher Education Supplement Loan Authority, Revenue Bonds, Ser. A

 

5.00

 

11/15/2023

 

1,400,000

 

1,526,304

 

Connecticut Higher Education Supplement Loan Authority, Revenue Bonds, Ser. A

 

5.00

 

11/15/2022

 

1,400,000

 

1,466,153

 

8

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 98.8% (continued)

     

Connecticut - 97.0% (continued)

     

Connecticut Higher Education Supplement Loan Authority, Revenue Bonds, Ser. B

 

3.25

 

11/15/2036

 

1,400,000

 

1,441,454

 

Connecticut Housing Finance Authority, Revenue Bonds, Refunding, Ser. A1

 

3.65

 

11/15/2032

 

2,160,000

 

2,225,560

 

Connecticut Housing Finance Authority, Revenue Bonds, Refunding, Ser. C1

 

3.25

 

5/15/2044

 

2,300,000

 

2,486,694

 

Connecticut Housing Finance Authority, Revenue Bonds, Refunding, Ser. C1

 

4.00

 

11/15/2047

 

2,760,000

 

2,950,436

 

Connecticut Housing Finance Authority, Revenue Bonds, Refunding, Ser. D1

 

3.00

 

5/15/2051

 

3,500,000

 

3,775,181

 

Connecticut Municipal Electric Energy Cooperative, Revenue Bonds, Refunding, Ser. A

 

5.00

 

1/1/2038

 

3,000,000

 

3,147,316

 

Connecticut Transmission Municipal Electric Energy Cooperative, Revenue Bonds, Refunding, Ser. A

 

5.00

 

1/1/2042

 

3,000,000

 

3,023,606

 

Greater New Haven Water Pollution Control Authority, Revenue Bonds, Refunding (Insured; National Public Finance Guarantee Corp.) Ser. A

 

5.00

 

8/15/2035

 

25,000

 

25,091

 

Harbor Point Infrastructure Improvement District, Tax Allocation Bonds, Refunding (Harbor Point Project)

 

5.00

 

4/1/2039

 

4,000,000

a 

4,549,498

 

New Haven, GO (Insured; Assured Guaranty Municipal Corp.) Ser. A

 

5.00

 

8/1/2039

 

3,000,000

 

3,700,929

 

New Haven, GO, Refunding (Insured; Build America Mutual) Ser. B

 

5.00

 

8/15/2027

 

750,000

 

864,845

 

New Haven, GO, Refunding (Insured; Build America Mutual) Ser. B

 

5.00

 

8/15/2026

 

610,000

 

704,641

 

New Haven, GO, Ser. A

 

5.25

 

8/1/2027

 

1,740,000

 

2,138,170

 

Norwalk, GO, Ser. A

 

3.00

 

7/15/2037

 

1,070,000

 

1,167,595

 

South Central Connecticut Regional Water Authority, Revenue Bonds, Refunding, Ser. B

 

5.00

 

8/1/2038

 

3,500,000

 

4,148,660

 

South Central Connecticut Regional Water Authority, Revenue Bonds, Refunding, Ser. B

 

5.00

 

8/1/2037

 

3,430,000

 

4,070,947

 

South Central Connecticut Regional Water Authority, Revenue Bonds, Refunding, Ser. B1

 

5.00

 

8/1/2041

 

2,445,000

 

2,995,573

 

9

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 98.8% (continued)

     

Connecticut - 97.0% (continued)

     

The Metropolitan District, GO, Refunding

 

5.00

 

7/15/2034

 

1,065,000

 

1,310,894

 

The Metropolitan District, GO, Refunding, Ser. A

 

4.00

 

9/1/2039

 

4,000,000

 

4,797,420

 

The Metropolitan District, GO, Ser. A

 

4.00

 

7/15/2035

 

1,275,000

 

1,506,489

 

The Metropolitan District, Revenue Bonds (Clean Water Project) Ser. A

 

5.00

 

10/1/2031

 

2,050,000

 

2,661,099

 

The Metropolitan District, Revenue Bonds, Refunding (Green Bond) Ser. A

 

5.00

 

11/1/2042

 

2,000,000

 

2,273,792

 

The Metropolitan District, Revenue Bonds, Refunding, Ser. A

 

5.00

 

4/1/2022

 

1,510,000

b 

1,540,254

 

University of Connecticut, Revenue Bonds, Ser. A

 

5.25

 

11/15/2047

 

4,000,000

 

4,891,065

 

Waterbury, GO, Ser. A

 

4.00

 

2/1/2045

 

5,750,000

 

6,602,985

 

Waterbury, GO, Ser. A

 

5.00

 

11/15/2038

 

2,500,000

 

3,035,465

 
 

190,017,441

 

U.S. Related - 1.8%

     

Children's Trust Fund, Revenue Bonds, Refunding, Ser. A

 

0.00

 

5/15/2050

 

12,000,000

c 

1,936,116

 

Puerto Rico Highway & Transportation Authority, Revenue Bonds, Refunding (Insured; Assured Guaranty Municipal Corp.) Ser. CC

 

5.25

 

7/1/2034

 

1,500,000

 

1,627,948

 
 

3,564,064

 

Total Investments (cost $184,113,535)

 

98.8%

193,581,505

 

Cash and Receivables (Net)

 

1.2%

2,332,895

 

Net Assets

 

100.0%

195,914,400

 

GO—General Obligation

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 October 31, 2021, these securities were valued at $9,477,792 or 4.84% of net assets.

b These securities are prerefunded; the date shown represents the prerefunded date. Bonds which are prerefunded are collateralized by U.S. Government securities which are held in escrow and are used to pay principal and interest on the municipal issue and to retire the bonds in full at the earliest refunding date.

c Security issued with a zero coupon. Income is recognized through the accretion of discount.

10

 

  

Portfolio Summary (Unaudited)

Value (%)

Education

21.9

General Obligation

21.6

Medical

14.1

Water

11.1

Transportation

7.6

Nursing Homes

4.9

Single Family Housing

4.3

Student Loan

3.0

General

2.3

Power

1.6

Utilities

1.6

Airport

1.5

Multifamily Housing

1.5

Tobacco Settlement

1.0

Prerefunded

.8

Pollution

.0

 

98.8

 Based on net assets.

See notes to financial statements.

11

 

    
 

Summary of Abbreviations (Unaudited)

 

ABAG

Association of Bay Area Governments

AGC

ACE Guaranty Corporation

AGIC

Asset Guaranty Insurance Company

AMBAC

American Municipal Bond Assurance Corporation

BAN

Bond Anticipation Notes

BSBY

Bloomberg Short-Term Bank Yield Index

CIFG

CDC Ixis Financial Guaranty

COP

Certificate of Participation

CP

Commercial Paper

DRIVERS

Derivative Inverse Tax-Exempt Receipts

EFFR

Effective Federal Funds Rate

FGIC

Financial Guaranty Insurance Company

FHA

Federal Housing Administration

FHLB

Federal Home Loan Bank

FHLMC

Federal Home Loan Mortgage Corporation

FNMA

Federal National Mortgage Association

GAN

Grant Anticipation Notes

GIC

Guaranteed Investment Contract

GNMA

Government National Mortgage Association

GO

General Obligation

IDC

Industrial Development Corporation

LIBOR

London Interbank Offered Rate

LOC

Letter of Credit

LR

Lease Revenue

NAN

Note Anticipation Notes

MFHR

Multi-Family Housing Revenue

MFMR

Multi-Family Mortgage Revenue

MUNIPSA

Securities Industry and Financial Markets Association Municipal Swap Index Yield

OBFR

Overnight Bank Funding Rate

PILOT

Payment in Lieu of Taxes

PRIME

Prime Lending Rate

PUTTERS

Puttable Tax-Exempt Receipts

RAC

Revenue Anticipation Certificates

RAN

Revenue Anticipation Notes

RIB

Residual Interest Bonds

SFHR

Single Family Housing Revenue

SFMR

Single Family Mortgage Revenue

SOFR

Secured Overnight Financing Rate

TAN

Tax Anticipation Notes

TRAN

Tax and Revenue Anticipation Notes

U.S. T-Bill

U.S. Treasury Bill Money Market Yield

XLCA

XL Capital Assurance

    

See notes to financial statements.

12

 

STATEMENT OF ASSETS AND LIABILITIES
October 31, 2021 (Unaudited)

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments

184,113,535

 

193,581,505

 

Cash

 

 

 

 

119,621

 

Interest receivable

 

2,393,728

 

Receivable for shares of Beneficial Interest subscribed

 

28,347

 

Prepaid expenses

 

 

 

 

32,084

 

 

 

 

 

 

196,155,285

 

Liabilities ($):

 

 

 

 

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

 

109,806

 

Payable for shares of Beneficial Interest redeemed

 

84,094

 

Trustees’ fees and expenses payable

 

1,513

 

Other accrued expenses

 

 

 

 

45,472

 

 

 

 

 

 

240,885

 

Net Assets ($)

 

 

195,914,400

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

187,044,398

 

Total distributable earnings (loss)

 

 

 

 

8,870,002

 

Net Assets ($)

 

 

195,914,400

 

       

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

Class Z

 

Net Assets ($)

105,460,539

1,455,288

20,538,365

10,407

68,449,801

 

Shares Outstanding

8,832,905

122,063

1,720,061

871.84

5,733,997

 

Net Asset Value Per Share ($)

11.94

11.92

11.94

11.94

11.94

 

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

 

13

 

STATEMENT OF OPERATION
Six Months Ended October 31, 2021 (Unaudited)

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Interest Income

 

 

2,794,827

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

548,484

 

Shareholder servicing costs—Note 3(c)

 

 

172,917

 

Professional fees

 

 

52,591

 

Registration fees

 

 

30,180

 

Trustees’ fees and expenses—Note 3(d)

 

 

11,118

 

Chief Compliance Officer fees—Note 3(c)

 

 

7,077

 

Prospectus and shareholders’ reports

 

 

6,844

 

Distribution fees—Note 3(b)

 

 

5,790

 

Custodian fees—Note 3(c)

 

 

1,958

 

Loan commitment fees—Note 2

 

 

166

 

Miscellaneous

 

 

12,686

 

Total Expenses

 

 

849,811

 

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

 

 

(98,656)

 

Less—reduction in fees due to earnings credits—Note 3(c)

 

 

(938)

 

Net Expenses

 

 

750,217

 

Investment Income—Net

 

 

2,044,610

 

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

 

 

Net realized gain (loss) on investments

(98,745)

 

Net change in unrealized appreciation (depreciation) on investments

(2,010,647)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

(2,109,392)

 

Net (Decrease) in Net Assets Resulting from Operations

 

(64,782)

 

 

 

 

 

 

 

 

See notes to financial statements.

     

14

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended
October 31, 2021 (Unaudited)

 

Year Ended
April 30, 2021

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

2,044,610

 

 

 

4,615,220

 

Net realized gain (loss) on investments

 

(98,745)

 

 

 

773,285

 

Net change in unrealized appreciation
(depreciation) on investments

 

(2,010,647)

 

 

 

10,053,107

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

(64,782)

 

 

 

15,441,612

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Class A

 

 

(1,062,567)

 

 

 

(2,475,577)

 

Class C

 

 

(8,632)

 

 

 

(31,221)

 

Class I

 

 

(207,242)

 

 

 

(379,429)

 

Class Y

 

 

(104)

 

 

 

(251)

 

Class Z

 

 

(774,766)

 

 

 

(1,737,040)

 

Total Distributions

 

 

(2,053,311)

 

 

 

(4,623,518)

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

1,459,834

 

 

 

2,746,393

 

Class C

 

 

66,624

 

 

 

53,837

 

Class I

 

 

3,549,270

 

 

 

5,618,812

 

Class Y

 

 

-

 

 

 

10,000

 

Class Z

 

 

510,624

 

 

 

1,309,737

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

861,358

 

 

 

2,007,759

 

Class C

 

 

8,481

 

 

 

27,595

 

Class I

 

 

205,911

 

 

 

374,940

 

Class Z

 

 

587,226

 

 

 

1,308,453

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(4,294,905)

 

 

 

(12,746,831)

 

Class C

 

 

(319,727)

 

 

 

(1,296,989)

 

Class I

 

 

(533,316)

 

 

 

(2,781,970)

 

Class Y

 

 

-

 

 

 

(370,210)

 

Class Z

 

 

(1,305,383)

 

 

 

(5,483,129)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

795,997

 

 

 

(9,221,603)

 

Total Increase (Decrease) in Net Assets

(1,322,096)

 

 

 

1,596,491

 

Net Assets ($):

 

Beginning of Period

 

 

197,236,496

 

 

 

195,640,005

 

End of Period

 

 

195,914,400

 

 

 

197,236,496

 

15

 

STATEMENT OF CHANGES IN NET ASSETS (continued)

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended
October 31, 2021 (Unaudited)

 

Year Ended
April 30, 2021

 

Capital Share Transactions (Shares):

 

Class Aa,b

 

 

 

 

 

 

 

 

Shares sold

 

 

120,896

 

 

 

228,549

 

Shares issued for distributions reinvested

 

 

71,441

 

 

 

167,746

 

Shares redeemed

 

 

(356,661)

 

 

 

(1,068,249)

 

Net Increase (Decrease) in Shares Outstanding

(164,324)

 

 

 

(671,954)

 

Class Ca

 

 

 

 

 

 

 

 

Shares sold

 

 

5,501

 

 

 

4,550

 

Shares issued for distributions reinvested

 

 

704

 

 

 

2,310

 

Shares redeemed

 

 

(26,478)

 

 

 

(108,465)

 

Net Increase (Decrease) in Shares Outstanding

(20,273)

 

 

 

(101,605)

 

Class Ib

 

 

 

 

 

 

 

 

Shares sold

 

 

294,337

 

 

 

469,476

 

Shares issued for distributions reinvested

 

 

17,081

 

 

 

31,310

 

Shares redeemed

 

 

(44,145)

 

 

 

(233,055)

 

Net Increase (Decrease) in Shares Outstanding

267,273

 

 

 

267,731

 

Class Y

 

 

 

 

 

 

 

 

Shares sold

 

 

-

 

 

 

872

 

Shares redeemed

 

 

-

 

 

 

(32,276)

 

Net Increase (Decrease) in Shares Outstanding

-

 

 

 

(31,404)

 

Class Z

 

 

 

 

 

 

 

 

Shares sold

 

 

42,295

 

 

 

109,346

 

Shares issued for distributions reinvested

 

 

48,717

 

 

 

109,340

 

Shares redeemed

 

 

(108,113)

 

 

 

(458,044)

 

Net Increase (Decrease) in Shares Outstanding

(17,101)

 

 

 

(239,358)

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended April 30, 2021, 6,458 Class C shares representing $78,222 were automatically converted to 6,454 Class A shares.

 

b

During the period ended April 30, 2021, 32,875 Class A shares representing $390,264 were exchanged for 32,908 Class I shares.

 

See notes to financial statements.

        

16

 

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. 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.

       

Six Months Ended

 

October 31, 2021

Year Ended April 30,

Class A Shares

(Unaudited)

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

12.07

11.43

11.62

11.35

11.68

12.10

Investment Operations:

      

Investment incomeneta

.12

.27

.28

.29

.30

.32

Net realized and unrealized
gain (loss) on investments

(.13)

.64

(.19)

.27

(.32)

(.42)

Total from Investment Operations

(.01)

.91

.09

.56

(.02)

(.10)

Distributions:

      

Dividends from investment
incomenet

(.12)

(.27)

(.28)

(.29)

(.31)

(.32)

Net asset value, end of period

11.94

12.07

11.43

11.62

11.35

11.68

Total Return (%)b

(.10)c

7.97

.71

4.98

(.24)

(.87)

Ratios/Supplemental Data (%):

Ratio of total expenses
to average net assets

.96d

.97

.95

.95

.94

.93

Ratio of net expenses
to average net assets

.86d

.87

.89

.95

.94

.93

Ratio of net investment income
to average net assets

1.94d

2.22

2.37

2.53

2.61

2.66

Portfolio Turnover Rate

7.85c

6.37

19.22

4.84

10.71

9.93

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

105,461

108,582

110,498

118,062

127,921

145,523

a Based on average shares outstanding.

b Exclusive of sales charge.

c Not annualized.

d Annualized.

See notes to financial statements.

17

 

FINANCIAL HIGHLIGHTS (continued)

       

Six Months Ended

 

October 31, 2021

Year Ended April 30,

Class C Shares

(Unaudited)

2021

2020

2019

2018

2017

Per Share Data ($):

     

 

Net asset value, beginning of period

12.05

11.41

11.61

11.33

11.66

12.08

Investment Operations:

      

Investment income—neta

.07

.17

.19

.20

.21

.23

Net realized and unrealized
gain (loss) on investments

(.13)

.64

(.20)

.28

(.33)

(.43)

Total from Investment Operations

(.06)

.81

(.01)

.48

(.12)

(.20)

Distributions:

      

Dividends from investment
income—net

(.07)

(.17)

(.19)

(.20)

(.21)

(.22)

Net asset value, end of period

11.92

12.05

11.41

11.61

11.33

11.66

Total Return (%)b

(.52)c

7.10

(.17)

4.23

(1.02)

(1.63)

Ratios/Supplemental Data (%):

  

 

 

 

Ratio of total expenses
to average net assets

1.80d

1.78

1.76

1.75

1.71

1.69

Ratio of net expenses
to average net assets

1.70d

1.68

1.69

1.75

1.70

1.69

Ratio of net investment income
to average net assets

1.10d

1.42

1.58

1.72

1.82

1.89

Portfolio Turnover Rate

7.85c

6.37

19.22

4.84

10.71

9.93

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

1,455

1,715

2,784

3,712

4,507

10,653

a Based on average shares outstanding.

b Exclusive of sales charge.

c Not annualized.

d Annualized.

See notes to financial statements.

18

 

       

Six Months Ended

 

October 31, 2021

Year Ended April 30,

Class I Shares

(Unaudited)

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

12.07

11.43

11.62

11.35

11.68

12.10

Investment Operations:

      

Investment income—neta

.13

.29

.31

.31

.33

.34

Net realized and unrealized
gain (loss) on investments

(.13)

.65

(.19)

.27

(.33)

(.42)

Total from Investment Operations

.00b

.94

.12

.58

.00b

(.08)

Distributions:

      

Dividends from investment
income—net

(.13)

(.30)

(.31)

(.31)

(.33)

(.34)

Net asset value, end of period

11.94

12.07

11.43

11.62

11.35

11.68

Total Return (%)

.02c

8.24

.97

5.22

.00d

(.64)

Ratios/Supplemental Data (%):

Ratio of total expenses
to average net assets

.71e

.72

.71

.72

.70

.69

Ratio of net expenses
to average net assets

.61e

.62

.64

.72

.70

.69

Ratio of net investment income
to average net assets

2.17e

2.46

2.62

2.76

2.84

2.90

Portfolio Turnover Rate

7.85c

6.37

19.22

4.84

10.71

9.93

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

20,538

17,534

13,544

9,869

9,629

12,555

a Based on average shares outstanding.

b Amount represents less than $.01 per share.

c Not annualized.

d Amount represents less than .01% per share.

e Annualized.

See notes to financial statements.

19

 

FINANCIAL HIGHLIGHTS (continued)

       

Six Months Ended

 

October 31, 2021

Year Ended April 30,

Class Y Shares

(Unaudited)

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

12.07

11.42

11.62

11.35

11.68

12.10

Investment Operations:

      

Investment income—neta

.12

.30

.31

.32

.34

.34

Net realized and unrealized
gain (loss) on investments

(.13)

.61

(.20)

.27

(.33)

(.41)

Total from Investment Operations

(.01)

.91

.11

.59

.01

(.07)

Distributions:

      

Dividends from investment
income—net

(.12)

(.26)

(.31)

(.32)

(.34)

(.35)

Net asset value, end of period

11.94

12.07

11.42

11.62

11.35

11.68

Total Return (%)

(.09)b

7.99

.91

5.26

.03

(.60)

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

.95c

.98

.68

.68

.66

.65

Ratio of net expenses
to average net assets

.76c

.88

.61

.68

.66

.65

Ratio of net investment income
to average net assets

1.96c

2.21

2.65

2.79

2.87

2.93

Portfolio Turnover Rate

7.85b

6.37

19.22

4.84

10.71

9.93

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

10

11

369

380

437

813

a Based on average shares outstanding.

b Not annualized.

c Annualized.

See notes to financial statements.

20

 

       

Six Months Ended

 

October 31, 2021

Year Ended April 30,

Class Z Shares

(Unaudited)

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

12.07

11.43

11.62

11.35

11.68

12.10

Investment Operations:

      

Investment income—neta

.13

.29

.31

.31

.33

.34

Net realized and unrealized
gain (loss) on investments

(.12)

.65

(.19)

.27

(.33)

(.42)

Total from Investment Operations

.01

.94

.12

.58

.00b

(.08)

Distributions:

      

Dividends from investment
income—net

(.14)

(.30)

(.31)

(.31)

(.33)

(.34)

Net asset value, end of period

11.94

12.07

11.43

11.62

11.35

11.68

Total Return (%)

.04c

8.24

.94

5.21

.07

(.74)

Ratios/Supplemental Data (%):

 

 

 

 

 

Ratio of total expenses
to average net assets

.70d

.75

.73

.75

.70

.71

Ratio of net expenses
to average net assets

.60d

.65

.67

.75

.70

.71

Ratio of net investment income
to average net assets

2.22d

2.47

2.59

2.74

2.83

2.88

Portfolio Turnover Rate

7.85c

6.37

19.22

4.84

10.71

9.93

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

68,450

69,394

68,446

72,725

78,274

86,696

a Based on average shares outstanding.

b Amount represents less than $.01 per share.

c Not annualized.

d Annualized.

See notes to financial statements.

21

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1—Significant Accounting Policies:

BNY Mellon Connecticut Fund (the “fund”) is a separate non-diversified series of BNY Mellon State Municipal Bond Funds (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering three series, including the fund. The fund’s investment objective is to seek to maximize current income exempt from federal income tax and from Connecticut state income tax, without undue risk. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Effective September 1, 2021 (the “Effective Date”), the Adviser has engaged its affiliate, Insight North America LLC (the “Sub-Adviser”) as the fund’s sub-investment adviser pursuant to a sub-investment advisory agreement between the Adviser and Sub-Adviser. As the fund’s sub-investment adviser, the Sub-Adviser provides the day-to-day management of the fund’s investments, subject to the Adviser’s supervision and approval. The Adviser (and not the fund) pays the Sub-Adviser for its sub-advisory services. As of the Effective Date, portfolio managers responsible for managing the fund’s investments who were employees of Mellon Investments Corporation (“Mellon”) in a dual employment arrangement with the Adviser, have become employees of the Sub-Adviser, and are no longer employees of Mellon.

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

22

 

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 Z shares are sold at net asset value per share to certain shareholders of the fund. Class Z shares generally are not available for new accounts and bear Shareholder Service Plan fees. Class I, Class Y 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 October 31, 2021, MBC Investments Corporation, an indirect subsidiary of BNY Mellon, held 871.84 Class Y shares of the fund.

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

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

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

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

23

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

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

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

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

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

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

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

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

Investments in securities are valued each business day by an independent pricing service (the “Service”) approved by the Trust’s Board of Trustees (the “Board”). Investments for which quoted bid prices are readily available and are representative of the bid side of the market in the judgment of the Service are valued at the mean between the quoted bid prices (as obtained by the Service from dealers in such securities) and asked prices (as calculated by the Service based upon its evaluation of the market for such securities). Debt investments (which constitute a majority of the portfolio securities) are carried at fair value as determined by the Service, based on methods which include consideration of the following: yields or prices of municipal securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. All of the preceding securities are generally categorized within Level 2 of the fair value hierarchy.

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

24

 

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

For securities where observable inputs are limited, assumptions about market activity and risk are used and such securities are generally categorized within Level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of October 31, 2021 in valuing the fund’s investments:

       
 

Level 1-Unadjusted Quoted Prices

Level 2- Other Significant Observable Inputs

 

Level 3-Significant Unobservable Inputs

Total

 

Assets ($)

  

Investments In Securities:

  

Municipal Securities

-

193,581,505

 

-

193,581,505

 

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

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Interest income, adjusted for accretion of discount and amortization of premium on investments, is earned from settlement date and recognized on the accrual basis. Securities purchased or sold on a when-issued or delayed delivery basis may be settled a month or more after the trade date.

The fund follows an investment policy of investing primarily in municipal obligations of one state. Economic changes affecting the state and certain of its public bodies and municipalities may affect the ability of issuers within the state to pay interest on, or repay principal of, municipal obligations held by the fund.

(c) Risk: Certain events particular to the industries in which the fund’s investments conduct their operations, as well as general economic, political

25

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

and public health conditions, may have a significant negative impact on the investee’s operations and profitability. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or other serious public health concern could have, a significant negative impact on economic and market conditions and could trigger a prolonged period of global economic slowdown. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

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

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, which can distribute tax-exempt dividends, by complying with the applicable provisions of the Code, and to make distributions of income and net realized capital gain sufficient to relieve it from substantially all federal income and excise taxes.

26

 

As of and during the period ended October 31, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended October 31, 2021, the fund did not incur any interest or penalties.

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

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

The fund has an unused capital loss carryover of $904,600 available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to April 30, 2021. These short-term capital losses can be carried forward for an unlimited period.

The tax character of distributions paid to shareholders during the fiscal year ended April 30, 2021 was as follows: tax-exempt income $4,623,518. The tax character of current year distributions will be determined at the end of the current fiscal year.

(f) New accounting pronouncements: In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), and in January 2021, the FASB issued Accounting Standards Update 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the LIBOR and other interbank offered rates as of the end of 2021. The temporary relief provided by ASU 2020-04 and ASU 2021-01 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 and ASU 2021-01 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform. Management is also currently actively working with other financial institutions and counterparties to modify contracts as required by applicable regulation and within the regulatory deadlines.

27

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by The Bank of New York Mellon (the “BNYM Credit Facility”), a subsidiary of BNY Mellon and an affiliate of the Adviser, each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended October 31, 2021, the fund did not borrow under the Facilities.

NOTE 3—Management Fee, Sub-Investment 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 .55% of the value of the fund’s average daily net assets and is payable monthly. The Adviser has contractually agreed, from May 1, 2021 through August 31, 2022, to waive receipt of a portion of its management fee, in the amount of .10% of the value of the fund’s average daily net assets. On or after August 31, 2022, the Adviser may terminate this waiver agreement at any time. In addition, the Adviser has contractually agreed, from August 31, 2021 through August 31, 2022, to assume the direct expenses of Class Y so that the direct expenses of Class Y do not exceed the direct expenses of Class I. On or after August 31, 2022, the Adviser may terminate this expense limitation agreement for Class Y at any time. The reduction in expenses, pursuant to the undertaking, amounted to $98,656 during the period ended October 31, 2021.

As of the Effective Date, pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .264% of the value of the fund’s average daily net assets.

During the period ended October 31, 2021, the Distributor retained $335 from commissions earned on sales of the fund’s Class A shares.

28

 

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended October 31, 2021, Class C shares were charged $5,790 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended October 31, 2021, Class A and Class C shares were charged $136,482 and $1,930, respectively, pursuant to the Shareholder Services Plan.

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 October 31, 2021, Class Z shares were charged $0 pursuant to the Shareholder Services Plan.

The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as shareholder servicing costs and includes custody net earnings credits, if any, as an expense offset in the in the Statement of Operations.

The fund compensates BNY Mellon Transfer, Inc., a wholly-owned subsidiary of the Adviser, under a transfer agency agreement for providing transfer agency and cash management services inclusive of earnings credits, if any, for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are

29

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

related to fund subscriptions and redemptions. During the period ended October 31, 2021, the fund was charged $15,458 for transfer agency services, inclusive of earnings credit, if any. These fees are included in Shareholder servicing costs in the Statement of Operations.

The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended October 31, 2021, the fund was charged $1,958 pursuant to the custody agreement. These fees were partially offset by earnings credits of $938.

The fund compensates The Bank of New York Mellon under a shareholder redemption draft processing agreement for providing certain services related to the fund’s check writing privilege. During the period ended October 31, 2021, the fund was charged $952 pursuant to the agreement, which is included in Shareholder servicing costs in the Statement of Operations.

During the period ended October 31, 2021, the fund was charged $7,077 for services performed by the Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $91,730, Distribution Plan fees of $937, Shareholder Services Plan fees of $22,879, custodian fees of $1,044, Chief Compliance Officer fees of $4,718 and transfer agency fees of $4,105, which are offset against an expense reimbursement currently in effect in the amount of $15,607.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended October 31, 2021, amounted to $19,140,088 and $15,274,500, respectively.

At October 31, 2021, accumulated net unrealized depreciation on investments was $9,467,970, consisting of $10,096,788 gross unrealized appreciation and $628,818 gross unrealized depreciation.

30

 

At October 31, 2021, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).

31

 

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

At a meeting of the fund’s Board of Trustees held on May 19, 2021 (the “Meeting”), the Board discussed with representatives of the Adviser plans to realign Mellon Investments Corporation’s (“Mellon”) fixed income capabilities with Insight North America LLC (“INA”) (the “Firm Realignment”), with such realignment scheduled to occur, subject to regulatory requirements, in the third quarter of 2021 (the “Effective Date”). The Adviser noted that, as a result of the Firm Realignment, the portfolio managers who are currently responsible for managing the investments of the fund as employees of Mellon in a dual employment arrangement with the Adviser, will become employees of INA as of the Effective Date. Consequently, the Adviser proposed to engage INA to serve as the fund’s sub-investment adviser, pursuant to a sub-investment advisory agreement between the Adviser and INA (the “New Sub-Advisory Agreement”), to be effective on the Effective Date. In addition, the Adviser proposed amending the Fund’s current management agreement (the “Current Management Agreement”) to more clearly reflect the Adviser’s ability to employ one or more sub-investment advisers to manage the fund on a day-to-day basis and the Adviser’s responsibility to oversee and supervise any such sub-investment adviser, and to reflect the engagement of INA as sub-investment adviser to the fund (as proposed to be amended, the “Amended Management Agreement”), to be effective on the Effective Date.

At the Meeting, the Adviser recommended the approval of the New Sub-Advisory Agreement, pursuant to which INA would serve as sub-investment adviser to the fund, and the Amended Management Agreement. The recommendation for the approval of the New Sub-Advisory Agreement and the Amended Management Agreement was based on the following considerations, among others: (i) approval of the New Sub-Advisory Agreement and the Amended Management Agreement would permit the fund’s current portfolio managers to continue to be responsible for the day-to-day management of the Fund’s portfolio after the Effective Date as employees of INA; (ii) there will be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund as a result of the proposed changes to the investment advisory arrangements; and (iii) the Adviser (and not the fund) will pay INA for its sub-investment advisory services. The Board also considered the fact that the Adviser stated that it believes there are no material changes to the information the Board had previously considered at a Board meeting on July 30, 2020 (the “15(c) Meeting”), at which the Board re-approved the Current Management Agreement for the ensuing year, other than the information about the Firm Realignment and INA.

At the Meeting, the Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the fund (the “Independent Trustees”), considered and approved the New Sub-Advisory Agreement and the Amended Management Agreement. In determining whether to approve the New Sub-Advisory Agreement and the Amended Management Agreement, the Board considered the materials prepared by the Adviser received in advance of the Meeting and other information presented at the Meeting, which included: (i) a form of the New

32

 

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

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

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

Costs of Services to be Provided and Profitability. The Board considered the proposed fee payable under the New Sub-Advisory Agreement, noting that the proposed fee would be paid by the Adviser and, thus, would not impact the fees paid by the fund or the Adviser’s profitability. The Board considered the fee payable to INA in relation to the fee paid to the Adviser by the fund and the respective services provided by INA and

33

 

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

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

Economies of Scale to be Realized. The Board recognized that, because the fee payable to INA would be paid by the Adviser, and not the fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Current Management Agreement, which had been done at the 15(c) Meeting. At the 15(c) Meeting, the Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Current 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 INA as a result of its relationship with the fund, and such ancillary benefits, if any, were determined to be reasonable.

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

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

**********************************************************

At a meeting of the fund’s Board of Trustees held on August 18, 2021, the Board considered the renewal of the fund’s Current Management Agreement pursuant to which the Adviser provides the fund with investment advisory and administrative services. The Board members, all of whom are Independent Trustees, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser. In considering the renewal of the Current Management Agreement, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as

34

 

dispositive, and each Board member may have attributed different weights to the factors considered.

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

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that the Adviser also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered the Adviser’s extensive administrative, accounting and compliance infrastructures.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge, an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper, which included information comparing (1) the performance of the fund’s Class I shares with the performance of a group of institutional Connecticut municipal debt funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds consisting of all retail and institutional “other states” municipal debt funds (i.e., single state municipal debt funds, including states other than Connecticut) (the “Performance Universe”), all for various periods ended June 30, 2021, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all institutional “other states” municipal debt funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board discussed with representatives of the Adviser the results of the comparisons and considered that the fund’s total return performance ranked second out of the three funds in the Performance Group and was

35

 

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

above the Performance Universe median for all periods except for the five- and ten-year periods when it was two basis points below the Performance Universe median. The Board also considered that the fund’s yield performance ranked third out of the three funds in the Performance Group for all ten one-year periods ended June 30th and was at or above the Performance Universe medians for six of the ten one-year periods ended June 30th. The Board considered the relative proximity of the fund’s yield performance to the Performance Universe median in the periods when it was below median. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate payable by the fund to the Adviser in light of the nature, extent and quality of the management services provided by the Adviser. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year which included reductions for a fee waiver arrangement in place that reduced the management fee paid to the Adviser. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

The Board considered that the fund’s contractual management fee ranked second of the three funds in the Expense Group, the fund’s actual management fee was the lowest of the three funds in the Expense Group and was below the Expense Universe median actual management fee and the fund’s total expenses ranked second of the three funds in the Expense Group and were slightly higher than the Expense Universe median total expenses.

Representatives of the Adviser stated that the Adviser has contractually agreed, until August 31, 2022, to waive receipt of a portion of its management fee, in the amount of 0.10% of the fund’s average daily net assets.

Representatives of the Adviser noted that there were no other funds advised or administered by the Adviser that are in the same Lipper category as the fund or separate accounts and/or other types of client portfolios advised by the Adviser that are considered to have similar investment strategies and policies as the fund.

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

36

 

complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fee under the Current Management Agreement, considered in relation to the mix of services provided by the Adviser, including the nature, extent and quality of such services, supported the renewal of the Current Management Agreement and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have realized any economies of scale would be less. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser from acting as investment adviser and took into consideration that there were no soft dollar arrangements in effect for trading the fund’s investments.

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

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

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

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

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

In evaluating the Current Management Agreement, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with the Adviser and its affiliates, of the

37

 

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

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

38

 

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

Effective June 1, 2019, the fund adopted a liquidity risk management program (the “Liquidity Risk Management Program”) pursuant to the requirements of Rule 22e-4 under the Investment Company Act of 1940, as amended. Rule 22e-4 requires registered open-end funds, including mutual funds and exchange-traded funds but not money market funds, to establish liquidity risk management programs in order to effectively manage fund liquidity and shareholder redemptions. The rule is designed to mitigate the risk that a fund could not meet redemption requests without significantly diluting the interests of remaining investors.

The rule requires the fund to assess, manage and review their liquidity risk at least annually considering applicable factors such as investment strategy and liquidity during normal and foreseeable stressed conditions, including whether the strategy is appropriate for an open-end fund and whether the fund has a relatively concentrated portfolio or large positions in particular issuers. The fund must also assess its use of borrowings and derivatives, short-term and long-term cash flow projections in normal and stressed conditions, holdings of cash and cash equivalents, and borrowing arrangements and other funding sources.

The rule also requires the fund to classify its investments as highly liquid, moderately liquid, less liquid or illiquid based on the number of days the fund expects it would take to liquidate the investment, and to review these classifications at least monthly or more often under certain conditions. The periods range from three or fewer business days for a highly liquid investment to greater than seven calendar days for settlement of a less liquid investment. Illiquid investments are those a fund does not expect to be able to sell or dispose of within seven calendar days without significantly changing the market value. The fund is prohibited from acquiring an investment if, after the acquisition, its holdings of illiquid assets will exceed 15% of its net assets. In addition, if a fund permits redemptions in-kind, the rule requires the fund to establish redemption in-kind policies and procedures governing how and when it will engage in such redemptions.

Pursuant to the rule’s requirements, the Liquidity Risk Management Program has been reviewed and approved by the Board. Furthermore, the Board has received a written report prepared by the Program’s Administrator that addresses the operation of the Program, assesses its adequacy and effectiveness and describes any material changes made to the Program.

Assessment of Program

In the opinion of the Program Administrator, the Program approved by the Board continues to be adequate for the fund and the Program has been implemented effectively. The Program Administrator has monitored the fund’s liquidity risk and the liquidity classification of the securities held by the fund and has determined that the Program is operating effectively.

During the period from January 1, 2020 to December 31, 2020, there were no material changes to the Program and no material liquidity events that impacted the fund. During the period, the fund held sufficient highly liquid assets to meet fund redemptions.

Under normal expected foreseeable fund redemption forecasts and foreseeable stressed fund redemption forecasts, the Program Administrator believes that the fund maintains sufficient highly liquid assets to meet expected fund redemptions.

39

 

This page intentionally left blank.

40

 

This page intentionally left blank.

41

 

For More Information

BNY Mellon State Municipal Bond Funds, BNY Mellon Connecticut Fund

240 Greenwich Street
New York, NY 10286

Adviser

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

Sub-Adviser

Insight North America, LLC
200 Park Avenue, 7th Floor
New York, NY 10166

Custodian

The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286

Transfer Agent &
Dividend Disbursing Agent

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

Distributor

BNY Mellon Securities Corporation
240 Greenwich Street
New York, NY 10286

  

Ticker Symbols:

Class A: PSCTX Class C: PMCCX Class I: DTCIX Class Y: DPMYX Class Z: DPMZX

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

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

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

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

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

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

  

© 2021 BNY Mellon Securities Corporation
0064SA1021

 

BNY Mellon State Municipal Bond Funds, BNY Mellon Massachusetts Fund

 

SEMIANNUAL REPORT

October 31, 2021

 

 

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

 

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

 

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

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Understanding Your Fund’s Expenses

5

Comparing Your Fund’s Expenses
With Those of Other Funds

5

Statement of Investments

6

Statement of Assets and Liabilities

13

Statement of Operations

14

Statement of Changes in Net Assets

15

Financial Highlights

16

Notes to Financial Statements

19

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

28

Liquidity Risk Management Program

35

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from May 1, 2021 through October 31, 2021, as provided by Daniel Rabasco and Thomas Casey, Portfolio Managers

Market and Fund Performance Overview

For the six-month period ended October 31, 2021, Class A shares of BNY Mellon Massachusetts Fund, a series of BNY Mellon State Municipal Bond Funds, produced a total return of -0.22%, Class C shares returned -2.27% and Class Z shares returned -0.10%.1 In comparison, the Bloomberg U.S. Municipal Bond Index (the “Index”), the fund’s benchmark index, which is comprised of bonds issued nationally and not solely within Massachusetts, achieved a total return of 0.01% for the same period.2

Municipal bonds posted minimal gains during the reporting period due to some volatility. The fund underperformed the Index due to the fund’s slightly longer duration versus the Index and its yield-curve positioning.

The Fund’s Investment Approach

The fund seeks to maximize current income exempt from federal income tax and from Massachusetts state income tax, without undue risk. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in municipal bonds that provide income exempt from federal and Massachusetts state income taxes. The fund invests at least 70% of its assets in municipal bonds rated, at the time of purchase, investment grade (Baa/BBB or higher) or the unrated equivalent as determined by BNY Mellon Investment Adviser, Inc. For additional yield, the fund may invest up to 30% of its assets in municipal bonds rated below investment grade (“high yield” or “junk” bonds) or the unrated equivalent as determined by BNY Mellon Investment Adviser, Inc. The dollar-weighted, average maturity of the fund’s portfolio normally exceeds 10 years, but the fund may invest without regard to maturity.

The portfolio managers focus on identifying undervalued sectors. The portfolio managers select municipal bonds for the fund’s portfolio by using fundamental credit analysis to estimate the relative value and attractiveness of various sectors and securities and to exploit pricing inefficiencies in the municipal bond market. The portfolio managers actively trade among various sectors, such as pre-refunded, general obligation and revenue, based on their apparent relative values. The fund seeks to invest in several of these sectors.

Delta Variant, Inflation Concerns and Political Uncertainty Weigh on Market

While the market continued to benefit from policies put in place in response to the COVID-19 pandemic, volatility increased as a result of a variety of factors. Despite the volatility, credit spreads are now tighter than they were prior to the pandemic, which is a testament to how strong the market has been over the past year.

The primary factors driving the recent volatility have been the emergence of the Delta variant of COVID-19, uncertainty about whether inflation would be transitory, and how well the Federal Reserve (the “Fed”) would address inflationary pressures. Tax reform measures in Washington DC have also factored into the market environment.

2

 

The Delta variant contributed to volatility by casting doubt on the pace of the reopening of the economy and of future growth. But volatility was fed primarily by concerns about inflation and whether it would be short lived or persist over a longer period. The market has appeared to be uncertain about this. While the long end of the curve flattened, suggesting that investors believed inflationary pressures would soon ease, the shorter end of the curve rose, indicating investors believed the Fed would be forced to raise rates sooner than it has indicated.

The political environment has also affected the market. While the November 2020 election increased the likelihood of income-tax hikes for corporations and higher-income households, adding to the appeal of tax-exempt municipal securities, the prospective extent of tax increases became less certain late in the reporting period, weakening demand for municipal securities somewhat. Among the possible changes under discussion is the lifting of the cap on the deduction of state and local taxes. The cap went into effect with the Tax Cuts and Jobs Act of 2017 and has helped fuel inflows into municipal bond funds.

While the market has been volatile, credit fundamentals remain strong. The fiscal health of issuers has remained better than expected, in part because real-estate and income-tax collections failed to decline as much as predicted. Progressive tax regimes proved beneficial because higher-earning, white-collar workers were largely unaffected by the pandemic.

Massachusetts has maintained a fairly solid fiscal condition. With the continued reopening of the economy, job growth has improved, and tax revenues have exceeded expectations.

Asset Allocation and Security Selection Drove Fund Results

The fund’s performance was driven by a longer duration versus the Index, which detracted from returns as did the yield-curve positioning. Bonds in the 15- to 20-year portion of the curve in particular hampered returns. Positions in the education, public power and utilities sectors also detracted somewhat from the fund’s relative performance. The fund did not use derivatives during the reporting period.

On a positive note, an overweight to revenue bonds was beneficial, with positions in the health care/hospital, airport and transportation sectors being especially advantageous. In addition, lower-quality bonds, rated A and BB, outperformed higher quality bonds.

A Positive Outlook

The outlook for the regional economy remains positive. Although the state has been slower to reopen than other states, it is now fully open, and it has seen strong wage growth and increases in labor-force participation and per capita income. Real estate values have also

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

rebounded, and tax revenues have benefited the state’s credit fundamentals. Long-term liabilities remain a concern, however. We will continue to focus on revenue bonds.

November 15, 2021

1 Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Class Z is not subject to any initial or deferred sales charge. Past performance is no guarantee of future results. Share price, yield and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. Income may be subject to state and local taxes, and some income may be subject to the federal alternative minimum tax (AMT) for certain investors. Capital gains, if any, are taxable.

2 Source: Lipper Inc. — The Bloomberg U.S. Municipal Bond Index covers the U.S. dollar-denominated, long-term, tax-exempt bond market. Investors cannot invest directly in any index.

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.

Municipal income may be subject to state and local taxes. Some income may be subject to the federal alternative minimum tax for certain investors. Capital gains, if any, are taxable.

The amount of public information available about municipal bonds is generally less than that for corporate equities or bonds. Special factors, such as legislative changes, and state and local economic and business developments, may adversely affect the yield and/or value of the fund’s investments in municipal bonds. Other factors include the general conditions of the municipal bond market, the size of the particular offering, the maturity of the obligation and the rating of the issue. Changes in economic, business or political conditions relating to a particular municipal project, municipality or state in which the fund invests may have an impact on the fund’s share price.

References to specific securities, asset classes and financial markets are for illustrative purposes only and are not intended to be and should not be interpreted as recommendations.

Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

4

 

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 State Municipal Bond Funds, BNY Mellon Massachusetts Fund from May 1, 2021 to October 31, 2021. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

      

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended October 31, 2021

 

 

 

 

 

 

 

 

 

Class A

Class C

Class Z

 

Expenses paid per $1,000

$5.09

$18.84

$3.78

 

Ending value (after expenses)

$997.80

$977.30

$999.00

 

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

Using the SEC’s method to compare expenses

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

      

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended October 31, 2021

 

 

 

 

 

 

 

 

 

Class A

Class C

Class Z

 

Expenses paid per $1,000

$5.14

$19.11

$3.82

 

Ending value (after expenses)

$1,020.11

$1,006.15

$1,021.42

 

Expenses are equal to the fund’s annualized expense ratio of 1.01% for Class A, 3.78% for Class C and .75% for Class Z, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

5

 

STATEMENT OF INVESTMENTS
October 31, 2021 (Unaudited)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 99.2%

     

Massachusetts - 97.7%

     

Collegiate Charter School of Lowell, Revenue Bonds

 

5.00

 

6/15/2039

 

1,000,000

 

1,078,029

 

Martha's Vineyard Land Bank, Revenue Bonds, Refunding (Green Bond) (Insured; Build America Mutual)

 

5.00

 

5/1/2033

 

500,000

 

598,429

 

Massachusetts, GO, Refunding (Insured; American Municipal Bond Assurance Corp.) Ser. A

 

5.50

 

8/1/2030

 

1,750,000

 

2,336,372

 

Massachusetts, GO, Refunding, Ser. A, 3 Month LIBOR x.67 +.55%

 

0.63

 

11/1/2025

 

5,000,000

a 

5,007,891

 

Massachusetts, GO, Refunding, Ser. C

 

5.00

 

5/1/2030

 

2,500,000

 

3,262,997

 

Massachusetts, GO, Ser. A

 

5.00

 

4/1/2047

 

3,250,000

 

3,928,112

 

Massachusetts, GO, Ser. C

 

3.00

 

3/1/2047

 

1,350,000

 

1,423,580

 

Massachusetts Bay Transportation Authority, Revenue Bonds, Refunding (Insured; National Public Finance Guarantee Corp.) Ser. B

 

5.50

 

7/1/2027

 

2,000,000

 

2,519,073

 

Massachusetts Bay Transportation Authority, Revenue Bonds, Ser. A

 

5.00

 

7/1/2040

 

2,000,000

 

2,300,587

 

Massachusetts Clean Energy Cooperative Corp., Revenue Bonds

 

5.00

 

7/1/2024

 

1,830,000

 

1,967,595

 

Massachusetts College Building Authority, Revenue Bonds (Insured; National Public Finance Guarantee Corp.) Ser. A

 

0.00

 

5/1/2026

 

5,385,000

b 

5,169,627

 

Massachusetts College Building Authority, Revenue Bonds, Refunding (Insured; Assured Guaranty Corp.) Ser. B

 

5.50

 

5/1/2028

 

1,450,000

 

1,746,363

 

Massachusetts Development Finance Agency, Revenue Bonds (Baystate Medical Center Obligated Group) Ser. N

 

5.00

 

7/1/2034

 

1,475,000

 

1,628,528

 

Massachusetts Development Finance Agency, Revenue Bonds (Caregroup) Ser. J1

 

5.00

 

7/1/2043

 

1,295,000

 

1,557,437

 

Massachusetts Development Finance Agency, Revenue Bonds (Dana-Farber Cancer Institute Obligated Group) Ser. N

 

5.00

 

12/1/2041

 

1,000,000

 

1,183,477

 

6

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 99.2% (continued)

     

Massachusetts - 97.7% (continued)

     

Massachusetts Development Finance Agency, Revenue Bonds (Dana-Farber Cancer Institute Obligated Group) Ser. N

 

5.00

 

12/1/2046

 

2,000,000

 

2,356,161

 

Massachusetts Development Finance Agency, Revenue Bonds (Equitable School Revolving Fund Obligated Group) Ser. C

 

4.00

 

11/1/2046

 

2,265,000

 

2,634,873

 

Massachusetts Development Finance Agency, Revenue Bonds (Linden Ponds Obligated Group)

 

5.13

 

11/15/2046

 

1,500,000

c 

1,651,107

 

Massachusetts Development Finance Agency, Revenue Bonds (North Hill Communities Obligated Group) Ser. A

 

6.50

 

11/15/2023

 

500,000

c,d 

561,408

 

Massachusetts Development Finance Agency, Revenue Bonds (Seven Hills Foundation & Affiliates Obligated Group) Ser. A

 

5.00

 

9/1/2045

 

1,500,000

 

1,638,992

 

Massachusetts Development Finance Agency, Revenue Bonds (Suffolk University Project)

 

4.00

 

7/1/2046

 

500,000

 

566,141

 

Massachusetts Development Finance Agency, Revenue Bonds (The Children's Hospital Corp. Obligated Group) Ser. P

 

5.00

 

10/1/2033

 

4,000,000

 

4,512,303

 

Massachusetts Development Finance Agency, Revenue Bonds (Trustees of Boston University) Ser. BB1

 

4.00

 

10/1/2046

 

2,000,000

 

2,261,954

 

Massachusetts Development Finance Agency, Revenue Bonds (Worcester Polytechnic Institute)

 

5.00

 

9/1/2049

 

1,500,000

 

1,828,203

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Atrius Health Obligated Group) Ser. A

 

4.00

 

6/1/2049

 

1,500,000

 

1,670,854

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Beth Israel Lahey Health Obligated Group)

 

5.00

 

7/1/2032

 

500,000

 

624,395

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Boston Medical Center Corp. Obligated Group) Ser. E

 

5.00

 

7/1/2037

 

1,000,000

 

1,148,314

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Brandeis University) Ser. S1

 

5.00

 

10/1/2035

 

1,000,000

 

1,240,791

 

7

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 99.2% (continued)

     

Massachusetts - 97.7% (continued)

     

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Caregroup) Ser. I

 

5.00

 

7/1/2037

 

1,500,000

 

1,752,570

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (College of the Holy Cross Trustees) Ser. A

 

5.00

 

9/1/2041

 

800,000

 

940,583

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Lasell University)

 

4.00

 

7/1/2050

 

1,000,000

 

1,102,739

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (NewBridge Charles Obligated Group)

 

5.00

 

10/1/2057

 

1,500,000

c 

1,621,146

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (NewBridge Charles Obligated Group)

 

5.00

 

10/1/2047

 

1,000,000

c 

1,081,737

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Northeastern University) Ser. A

 

5.00

 

10/1/2035

 

1,000,000

 

1,292,993

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Orchard Cove Obligated Group)

 

5.00

 

10/1/2049

 

700,000

 

777,455

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Partners Healthcare System)

 

5.00

 

7/1/2047

 

1,500,000

 

1,765,820

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (South Shore Hospital Obligated Group) Ser. I

 

5.00

 

7/1/2041

 

1,000,000

 

1,156,070

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Suffolk University Project)

 

5.00

 

7/1/2036

 

450,000

 

544,970

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Suffolk University)

 

5.00

 

7/1/2035

 

1,000,000

 

1,167,167

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Suffolk University)

 

5.00

 

7/1/2036

 

755,000

 

879,479

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Suffolk University) Ser. A

 

4.00

 

7/1/2045

 

1,250,000

 

1,400,744

 

8

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 99.2% (continued)

     

Massachusetts - 97.7% (continued)

     

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (The Broad Institute)

 

5.00

 

4/1/2037

 

1,000,000

 

1,204,896

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Trustees of Boston College) Ser. T

 

5.00

 

7/1/2042

 

1,000,000

 

1,194,374

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Umass Memorial Health Care Obligated Group)

 

5.00

 

7/1/2031

 

1,000,000

 

1,195,150

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (Umass Memorial Health Care Obligated Group) Ser. I

 

5.00

 

7/1/2046

 

1,000,000

 

1,164,241

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (WGBH Educational Foundation)

 

5.00

 

1/1/2040

 

1,000,000

 

1,182,479

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding, Ser. A

 

5.00

 

7/1/2044

 

1,000,000

 

1,193,189

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding, Ser. F

 

5.00

 

8/15/2040

 

2,000,000

 

2,284,545

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding, Ser. G

 

4.00

 

7/1/2046

 

1,000,000

 

1,157,437

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding, Ser. H1

 

5.00

 

7/1/2033

 

500,000

 

571,407

 

Massachusetts Educational Financing Authority, Revenue Bonds

 

5.00

 

7/1/2026

 

1,125,000

 

1,329,991

 

Massachusetts Educational Financing Authority, Revenue Bonds

 

5.00

 

1/1/2025

 

1,500,000

 

1,700,578

 

Massachusetts Educational Financing Authority, Revenue Bonds, Refunding, Ser. K

 

5.25

 

7/1/2029

 

575,000

 

590,506

 

Massachusetts Housing Finance Agency, Revenue Bonds, Refunding (Insured; GNMA, FNMA, FHLMC) Ser. 220

 

3.00

 

12/1/2050

 

1,980,000

 

2,126,279

 

Massachusetts Housing Finance Agency, Revenue Bonds, Refunding, Ser. 218

 

3.00

 

12/1/2050

 

1,460,000

 

1,563,025

 

9

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 99.2% (continued)

     

Massachusetts - 97.7% (continued)

     

Massachusetts Port Authority, Revenue Bonds, Refunding, Ser. A

 

5.00

 

7/1/2042

 

1,000,000

 

1,187,183

 

Massachusetts Port Authority, Revenue Bonds, Refunding, Ser. A

 

5.00

 

7/1/2035

 

2,055,000

 

2,431,227

 

Massachusetts Port Authority, Revenue Bonds, Refunding, Ser. B

 

4.00

 

7/1/2046

 

2,500,000

 

2,764,559

 

Massachusetts Port Authority, Revenue Bonds, Refunding, Ser. B

 

5.00

 

7/1/2039

 

1,175,000

 

1,493,948

 

Massachusetts Port Authority, Revenue Bonds, Refunding, Ser. C

 

5.00

 

7/1/2044

 

2,000,000

 

2,425,467

 

Massachusetts Port Authority, Revenue Bonds, Ser. B

 

5.00

 

7/1/2045

 

1,000,000

 

1,135,931

 

Massachusetts Port Authority, Revenue Bonds, Ser. E

 

5.00

 

7/1/2040

 

1,000,000

 

1,268,768

 

Massachusetts School Building Authority, Revenue Bonds, Refunding, Ser. C

 

5.00

 

8/15/2037

 

500,000

 

579,987

 

Massachusetts School Building Authority, Revenue Bonds, Ser. A

 

5.00

 

8/15/2045

 

2,000,000

 

2,537,139

 

Massachusetts Transportation Fund, Revenue Bonds

 

5.00

 

6/1/2049

 

3,490,000

 

4,305,684

 

Massachusetts Transportation Fund, Revenue Bonds, Ser. A

 

5.00

 

6/1/2041

 

1,500,000

 

1,771,626

 

Massachusetts Transportation Trust Fund Metropolitan Highway System, Revenue Bonds, Refunding, Ser. A

 

5.00

 

1/1/2034

 

2,000,000

 

2,475,300

 

Springfield Water & Sewer Commission, Revenue Bonds, Ser. C

 

5.00

 

4/15/2037

 

650,000

 

784,955

 

University of Massachusetts Building Authority, Revenue Bonds, Ser. 1

 

5.00

 

11/1/2050

 

1,220,000

 

1,520,750

 
 

119,027,687

 

U.S. Related - 1.5%

     

Children's Trust Fund, Revenue Bonds, Refunding, Ser. A

 

0.00

 

5/15/2050

 

5,000,000

b 

806,715

 

10

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 99.2% (continued)

     

U.S. Related - 1.5% (continued)

     

Puerto Rico Highway & Transportation Authority, Revenue Bonds, Refunding (Insured; Assured Guaranty Municipal Corp.) Ser. CC

 

5.25

 

7/1/2033

 

1,000,000

 

1,093,088

 
 

1,899,803

 

Total Investments (cost $113,852,461)

 

99.2%

120,927,490

 

Cash and Receivables (Net)

 

0.8%

928,307

 

Net Assets

 

100.0%

121,855,797

 

a 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.

b Security issued with a zero coupon. Income is recognized through the accretion of discount.

c 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 October 31, 2021, these securities were valued at $4,915,398 or 4.03% of net assets.

d These securities are prerefunded; the date shown represents the prerefunded date. Bonds which are prerefunded are collateralized by U.S. Government securities which are held in escrow and are used to pay principal and interest on the municipal issue and to retire the bonds in full at the earliest refunding date.

  

Portfolio Summary (Unaudited)

Value (%)

Education

24.4

Medical

23.4

Transportation

15.3

General Obligation

13.1

General

5.4

Nursing Homes

4.2

Airport

3.0

Single Family Housing

3.0

Student Loan

3.0

Power

1.6

Development

1.0

Tobacco Settlement

.7

Water

.6

Prerefunded

.5

 

99.2

 Based on net assets.

See notes to financial statements.

11

 

    
 

Summary of Abbreviations (Unaudited)

 

ABAG

Association of Bay Area Governments

AGC

ACE Guaranty Corporation

AGIC

Asset Guaranty Insurance Company

AMBAC

American Municipal Bond Assurance Corporation

BAN

Bond Anticipation Notes

BSBY

Bloomberg Short-Term Bank Yield Index

CIFG

CDC Ixis Financial Guaranty

COP

Certificate of Participation

CP

Commercial Paper

DRIVERS

Derivative Inverse Tax-Exempt Receipts

EFFR

Effective Federal Funds Rate

FGIC

Financial Guaranty Insurance Company

FHA

Federal Housing Administration

FHLB

Federal Home Loan Bank

FHLMC

Federal Home Loan Mortgage Corporation

FNMA

Federal National Mortgage Association

GAN

Grant Anticipation Notes

GIC

Guaranteed Investment Contract

GNMA

Government National Mortgage Association

GO

General Obligation

IDC

Industrial Development Corporation

LIBOR

London Interbank Offered Rate

LOC

Letter of Credit

LR

Lease Revenue

NAN

Note Anticipation Notes

MFHR

Multi-Family Housing Revenue

MFMR

Multi-Family Mortgage Revenue

MUNIPSA

Securities Industry and Financial Markets Association Municipal Swap Index Yield

OBFR

Overnight Bank Funding Rate

PILOT

Payment in Lieu of Taxes

PRIME

Prime Lending Rate

PUTTERS

Puttable Tax-Exempt Receipts

RAC

Revenue Anticipation Certificates

RAN

Revenue Anticipation Notes

RIB

Residual Interest Bonds

SFHR

Single Family Housing Revenue

SFMR

Single Family Mortgage Revenue

SOFR

Secured Overnight Financing Rate

TAN

Tax Anticipation Notes

TRAN

Tax and Revenue Anticipation Notes

U.S. T-Bill

U.S. Treasury Bill Money Market Yield

XLCA

XL Capital Assurance

    

See notes to financial statements.

12

 

STATEMENT OF ASSETS AND LIABILITIES
October 31, 2021 (Unaudited)

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments

113,852,461

 

120,927,490

 

Cash

 

 

 

 

36,809

 

Interest receivable

 

1,319,684

 

Receivable for shares of Beneficial Interest subscribed

 

3,749

 

Prepaid expenses

 

 

 

 

21,484

 

 

 

 

 

 

122,309,216

 

Liabilities ($):

 

 

 

 

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

 

70,930

 

Payable for shares of Beneficial Interest redeemed

 

340,544

 

Trustees’ fees and expenses payable

 

965

 

Other accrued expenses

 

 

 

 

40,980

 

 

 

 

 

 

453,419

 

Net Assets ($)

 

 

121,855,797

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

113,160,256

 

Total distributable earnings (loss)

 

 

 

 

8,695,541

 

Net Assets ($)

 

 

121,855,797

 

     

Net Asset Value Per Share

Class A

Class C

Class Z

 

Net Assets ($)

24,019,516

10,195

97,826,086

 

Shares Outstanding

2,027,583

882

8,257,837

 

Net Asset Value Per Share ($)

11.85

11.56

11.85

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

13

 

STATEMENT OF OPERATIONS
Six Months Ended October 31, 2021 (Unaudited)

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Interest Income

 

 

1,721,838

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

347,426

 

Shareholder servicing costs—Note 3(c)

 

 

54,067

 

Professional fees

 

 

52,287

 

Registration fees

 

 

21,790

 

Chief Compliance Officer fees—Note 3(c)

 

 

7,077

 

Trustees’ fees and expenses—Note 3(d)

 

 

7,074

 

Prospectus and shareholders’ reports

 

 

5,723

 

Custodian fees—Note 3(c)

 

 

1,438

 

Loan commitment fees—Note 2

 

 

127

 

Distribution fees—Note 3(b)

 

 

40

 

Miscellaneous

 

 

11,282

 

Total Expenses

 

 

508,331

 

Less—reduction in fees due to earnings credits—Note 3(c)

 

 

(615)

 

Net Expenses

 

 

507,716

 

Investment Income—Net

 

 

1,214,122

 

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

 

 

Net realized gain (loss) on investments

540,712

 

Net change in unrealized appreciation (depreciation) on investments

(1,868,748)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

(1,328,036)

 

Net (Decrease) in Net Assets Resulting from Operations

 

(113,914)

 

 

 

 

 

 

 

 

See notes to financial statements.

     

14

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended
October 31, 2021 (Unaudited)

 

Year Ended
April 30, 2021

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

1,214,122

 

 

 

2,717,696

 

Net realized gain (loss) on investments

 

540,712

 

 

 

934,605

 

Net change in unrealized appreciation
(depreciation) on investments

 

(1,868,748)

 

 

 

6,695,527

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

(113,914)

 

 

 

10,347,828

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Class A

 

 

(215,134)

 

 

 

(523,570)

 

Class C

 

 

(1)

 

 

 

(215)

 

Class Z

 

 

(1,001,513)

 

 

 

(2,542,455)

 

Total Distributions

 

 

(1,216,648)

 

 

 

(3,066,240)

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

587,747

 

 

 

3,915,261

 

Class C

 

 

-

 

 

 

42

 

Class Z

 

 

1,131,330

 

 

 

4,002,902

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

168,828

 

 

 

409,451

 

Class C

 

 

-

 

 

 

67

 

Class Z

 

 

786,136

 

 

 

1,990,190

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(1,902,244)

 

 

 

(2,059,315)

 

Class C

 

 

(3,927)

 

 

 

(100,057)

 

Class Z

 

 

(5,469,137)

 

 

 

(10,432,048)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

(4,701,267)

 

 

 

(2,273,507)

 

Total Increase (Decrease) in Net Assets

(6,031,829)

 

 

 

5,008,081

 

Net Assets ($):

 

Beginning of Period

 

 

127,887,626

 

 

 

122,879,545

 

End of Period

 

 

121,855,797

 

 

 

127,887,626

 

Capital Share Transactions (Shares):

 

Class A

 

 

 

 

 

 

 

 

Shares sold

 

 

49,001

 

 

 

329,741

 

Shares issued for distributions reinvested

 

 

14,097

 

 

 

34,437

 

Shares redeemed

 

 

(158,561)

 

 

 

(172,947)

 

Net Increase (Decrease) in Shares Outstanding

(95,463)

 

 

 

191,231

 

Class C

 

 

 

 

 

 

 

 

Shares sold

 

 

-

 

 

 

3

 

Shares issued for distributions reinvested

 

 

-

 

 

 

6

 

Shares redeemed

 

 

(332)

 

 

 

(8,434)

 

Net Increase (Decrease) in Shares Outstanding

(332)

 

 

 

(8,425)

 

Class Z

 

 

 

 

 

 

 

 

Shares sold

 

 

94,141

 

 

 

339,863

 

Shares issued for distributions reinvested

 

 

65,645

 

 

 

167,443

 

Shares redeemed

 

 

(455,759)

 

 

 

(877,556)

 

Net Increase (Decrease) in Shares Outstanding

(295,973)

 

 

 

(370,250)

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

        

15

 

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. 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.

           

Six Months Ended

     
  

October 31, 2021

 

Year Ended April 30,

Class A Shares

(Unaudited)

2021

2020

2019

2018

2017

 

Per Share Data ($):

       

Net asset value, beginning of period

11.98

11.31

11.51

11.27

11.48

11.94

 

Investment Operations:

       

Investment income—neta

.10

.23

.26

.28

.29

.29

 

Net realized and unrealized
gain (loss) on investments

(.13)

.70

(.20)

.24

(.21)

(.46)

 

Total from Investment Operations

(.03)

.93

.06

.52

.08

(.17)

 

Distributions:

       

Dividends from investment
income—net

(.10)

(.23)

(.26)

(.28)

(.29)

(.29)

 

Dividends from net realized
gain on investments

-

(.03)

(.00)b

 

Total Distributions

(.10)

(.26)

(.26)

(.28)

(.29)

(.29)

 

Net asset value, end of period

11.85

11.98

11.31

11.51

11.27

11.48

 

Total Return (%)c

(.22)d

8.25

.46

4.72

.65

(1.40)

 

Ratios/Supplemental Data (%):

       

Ratio of total expenses to
average net assets

1.01e

1.03

1.01

.99

1.00

.96

 

Ratio of net expenses to
average net assets

1.01e

1.03

1.01

.99

.99

.96

 

Ratio of net investment income to
average net assets

1.71e

1.90

2.22

2.51

2.47

2.48

 

Portfolio Turnover Rate

4.09d

13.31

16.48

4.67

10.68

11.70

 

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

24,020

25,427

21,847

23,396

24,569

26,487

 

a Based on average shares outstanding.

b Amount represents less than $.01 per share.

c Exclusive of sales charge.

d Not annualized.

e Annualized.

See notes to financial statements.

16

 

           

Six Months Ended

     
  

October 31, 2021

 

Year Ended April 30,

Class C Shares

(Unaudited)

2021

2020

2019

2018

2017

 

Per Share Data ($):

       

Net asset value, beginning of period

11.83

11.31

11.52

11.27

11.49

11.95

 

Investment Operations:

       

Investment income—neta

.00b

.04

.15

.18

.19

.20

 

Net realized and unrealized
gain (loss) on investments

(.27)

.53

(.22)

.25

(.22)

(.46)

 

Total from Investment Operations

(.27)

.57

(.07)

.43

(.03)

(.26)

 

Distributions:

       

Dividends from investment
income—net

(.00)b

(.02)

(.14)

(.18)

(.19)

(.20)

 

Dividends from net realized
gain on investments

-

(.03)

(.00)b

 

Total Distributions

(.00)b

(.05)

(.14)

(.18)

(.19)

(.20)

 

Net asset value, end of period

11.56

11.83

11.31

11.52

11.27

11.49

 

Total Return (%)c

(2.27)d

5.08

(.64)

3.83

(.22)

(2.27)

 

Ratios/Supplemental Data (%):

       

Ratio of total expenses to
average net assets

3.78e

2.61

1.99

1.93

1.81

1.76

 

Ratio of net expenses to
average net assets

3.78e

2.61

1.99

1.93

1.80

1.76

 

Ratio of net investment income to
average net assets

.00e,f

.32

1.27

1.57

1.63

1.69

 

Portfolio Turnover Rate

4.09d

13.31

16.48

4.67

10.68

11.70

 

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

10

14

109

330

367

1,472

 

a Based on average shares outstanding.

b Amount represents less than $.01 per share.

c Exclusive of sales charge.

d Not annualized.

e Annualized.

f Amount represents less than .01%.

See notes to financial statements.

17

 

FINANCIAL HIGHLIGHTS (continued)

           

Six Months Ended

     
  

October 31, 2021

 

Year Ended April 30,

Class Z Shares

(Unaudited)

2021

2020

2019

2018

2017

 

Per Share Data ($):

       

Net asset value, beginning of period

11.98

11.31

11.51

11.27

11.48

11.94

 

Investment Operations:

       

Investment income—neta

.12

.26

.29

.31

.31

.32

 

Net realized and unrealized
gain (loss) on investments

(.13)

.70

(.20)

.24

(.21)

(.46)

 

Total from Investment Operations

(.01)

.96

.09

.55

.10

(.14)

 

Distributions:

       

Dividends from investment
income—net

(.12)

(.26)

(.29)

(.31)

(.31)

(.32)

 

Dividends from net realized
gain on investments

-

(.03)

(.00)b

 

Total Distributions

(.12)

(.29)

(.29)

(.31)

(.31)

(.32)

 

Net asset value, end of period

11.85

11.98

11.31

11.51

11.27

11.48

 

Total Return (%)

(.10)c

8.54

.69

4.96

.95

(1.26)

 

Ratios/Supplemental Data (%):

       

Ratio of total expenses to
average net assets

.75d

.76

.78

.76

.78

.73

 

Ratio of net expenses to
average net assets

.75d

.76

.78

.76

.77

.72

 

Ratio of net investment income to
average net assets

1.97d

2.17

2.45

2.74

2.69

2.72

 

Portfolio Turnover Rate

4.09c

13.31

16.48

4.67

10.68

11.70

 

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

97,826

102,446

100,923

112,958

118,120

125,381

 

a Based on average shares outstanding.

b Amount represents less than $.01 per share.

c Not annualized.

d Annualized.

See notes to financial statements.

18

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1—Significant Accounting Policies:

BNY Mellon Massachusetts Fund (the “fund”) is a separate non-diversified series of BNY Mellon State Municipal Bond Funds (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering three series, including the fund. The fund’s investment objective is to seek to maximize current income exempt from federal income tax and from Massachusetts state income tax, without undue risk. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Effective September 1, 2021 (the “Effective Date”), the Adviser has engaged its affiliate, Insight North America LLC (the “Sub-Adviser”) as the fund’s sub-investment adviser pursuant to a sub-investment advisory agreement between the Adviser and Sub-Adviser. As the fund’s sub-investment adviser, the Sub-Adviser provides the day-to-day management of the fund’s investments, subject to the Adviser’s supervision and approval. The Adviser (and not the fund) pays the Sub-Adviser for its sub-advisory services. As of the Effective Date, portfolio managers responsible for managing the fund’s investments who were employees of Mellon Investments Corporation (“Mellon”) in a dual employment arrangement with the Adviser, have become employees of the Sub-Adviser, and are no longer employees of Mellon.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Class A, Class C and Class Z. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class Z shares are sold at net asset value per share to certain shareholders of the fund. Class Z shares generally are not available for new accounts. 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

19

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

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

As of October 31, 2021, MBC Investments Corporation, an indirect subsidiary of BNY Mellon, held 882 Class C shares of the fund.

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

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

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

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

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

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

20

 

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

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

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

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

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

Investments in securities are valued each business day by an independent pricing service (the “Service”) approved by the Trust’s Board of Trustees (the “Board”). Investments for which quoted bid prices are readily available and are representative of the bid side of the market in the judgment of the Service are valued at the mean between the quoted bid prices (as obtained by the Service from dealers in such securities) and asked prices (as calculated by the Service based upon its evaluation of the market for such securities). Debt investments (which constitute a majority of the portfolio securities) are carried at fair value as determined by the Service, based on methods which include consideration of the following: yields or prices of municipal securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. All of the preceding securities are generally categorized within Level 2 of the fair value hierarchy.

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

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board. Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers.

21

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.

For securities where observable inputs are limited, assumptions about market activity and risk are used and such securities are generally categorized within Level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of October 31, 2021 in valuing the fund’s investments:

       
 

Level 1-Unadjusted Quoted Prices

Level 2- Other Significant Observable Inputs

 

Level 3-Significant Unobservable Inputs

Total

 

Assets ($)

  

Investments In Securities:

  

Municipal Securities

-

120,927,490

 

-

120,927,490

 

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

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Interest income, adjusted for accretion of discount and amortization of premium on investments, is earned from settlement date and recognized on the accrual basis. Securities purchased or sold on a when-issued or delayed delivery basis may be settled a month or more after the trade date.

The fund follows an investment policy of investing primarily in municipal obligations of one state. Economic changes affecting the state and certain of its public bodies and municipalities may affect the ability of issuers within the state to pay interest on, or repay principal of, municipal obligations held by the fund.

(c) Risk: Certain events particular to the industries in which the fund’s investments conduct their operations, as well as general economic, political and public health conditions, may have a significant negative impact on the investee’s operations and profitability. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19 and

22

 

aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or other serious public health concern could have, a significant negative impact on economic and market conditions and could trigger a prolonged period of global economic slowdown. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

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

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, which can distribute tax-exempt dividends, by complying with the applicable provisions of the Code, and to make distributions of income and net realized capital gain sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended October 31, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended October 31, 2021, the fund did not incur any interest or penalties.

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

The tax character of distributions paid to shareholders during the fiscal year ended April 30, 2021 was as follows: tax-exempt income $2,714,221

23

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

and long-term capital gains $352,019. The tax character of current year distributions will be determined at the end of the current fiscal year.

(f) New accounting pronouncements: In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), and in January 2021, the FASB issued Accounting Standards Update 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the LIBOR and other interbank offered rates as of the end of 2021. The temporary relief provided by ASU 2020-04 and ASU 2021-01 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 and ASU 2021-01 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform. Management is also currently actively working with other financial institutions and counterparties to modify contracts as required by applicable regulation and within the regulatory deadlines.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by The Bank of New York Mellon (the “BNYM Credit Facility”), a subsidiary of BNY Mellon and an affiliate of the Adviser, each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended October 31, 2021, the fund did not borrow under the Facilities.

24

 

NOTE 3—Management Fee, Sub-Investment 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 .55% of the value of the fund’s average daily net assets and is payable monthly.

As of the Effective Date, pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .264% of the value of the fund’s average daily net assets.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended October 31, 2021, Class C shares were charged $40 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended October 31, 2021, Class A and Class C shares were charged $31,262 and $13, respectively, pursuant to the Shareholder Services Plan.

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 October 31, 2021, Class Z shares were charged $736 pursuant to the Shareholder Services Plan.

The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances

25

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as shareholder servicing costs and includes custody net earnings credits, if any, as an expense offset in the in the Statement of Operations.

The fund compensates BNY Mellon Transfer, Inc., a wholly-owned subsidiary of the Adviser, under a transfer agency agreement for providing transfer agency and cash management services inclusive of earnings credits, if any, for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended October 31, 2021, the fund was charged $12,504 for transfer agency services, inclusive of earnings credit, if any. These fees are included in Shareholder servicing costs in the Statement of Operations.

The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended October 31, 2021, the fund was charged $1,438 pursuant to the custody agreement. These fees were partially offset by earnings credits of $615.

The fund compensates The Bank of New York Mellon under a shareholder redemption draft processing agreement for providing certain services related to the fund’s check writing privilege. During the period ended October 31, 2021, the fund was charged $832 pursuant to the agreement, which is included in Shareholder servicing costs in the Statement of Operations.

During the period ended October 31, 2021, the fund was charged $7,077 for services performed by the Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $57,122, Distribution Plan fees of $7, Shareholder Services Plan fees of $5,139, custodian fees of $769, Chief Compliance Officer fees of $4,718 and transfer agency fees of $3,175.

(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.

26

 

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended October 31, 2021, amounted to $5,070,531 and $8,553,986, respectively.

At October 31, 2021, accumulated net unrealized appreciation on investments was $7,075,029, consisting of $7,307,588 gross unrealized appreciation and $232,559 gross unrealized depreciation.

At October 31, 2021, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).

27

 

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

At a meeting of the fund’s Board of Trustees held on May 19, 2021 (the “Meeting”), the Board discussed with representatives of the Adviser plans to realign Mellon Investments Corporation’s (“Mellon”) fixed income capabilities with Insight North America LLC (“INA”) (the “Firm Realignment”), with such realignment scheduled to occur, subject to regulatory requirements, in the third quarter of 2021 (the “Effective Date”). The Adviser noted that, as a result of the Firm Realignment, the portfolio managers who are currently responsible for managing the investments of the fund as employees of Mellon in a dual employment arrangement with the Adviser, will become employees of INA as of the Effective Date. Consequently, the Adviser proposed to engage INA to serve as the fund’s sub-investment adviser, pursuant to a sub-investment advisory agreement between the Adviser and INA (the “New Sub-Advisory Agreement”), to be effective on the Effective Date. In addition, the Adviser proposed amending the Fund’s current management agreement (the “Current Management Agreement”) to more clearly reflect the Adviser’s ability to employ one or more sub-investment advisers to manage the fund on a day-to-day basis and the Adviser’s responsibility to oversee and supervise any such sub-investment adviser, and to reflect the engagement of INA as sub-investment adviser to the fund (as proposed to be amended, the “Amended Management Agreement”), to be effective on the Effective Date.

At the Meeting, the Adviser recommended the approval of the New Sub-Advisory Agreement, pursuant to which INA would serve as sub-investment adviser to the fund, and the Amended Management Agreement. The recommendation for the approval of the New Sub-Advisory Agreement and the Amended Management Agreement was based on the following considerations, among others: (i) approval of the New Sub-Advisory Agreement and the Amended Management Agreement would permit the fund’s current portfolio managers to continue to be responsible for the day-to-day management of the Fund’s portfolio after the Effective Date as employees of INA; (ii) there will be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund as a result of the proposed changes to the investment advisory arrangements; and (iii) the Adviser (and not the fund) will pay INA for its sub-investment advisory services. The Board also considered the fact that the Adviser stated that it believes there are no material changes to the information the Board had previously considered at a Board meeting on July 30, 2020 (the “15(c) Meeting”), at which the Board re-approved the Current Management Agreement for the ensuing year, other than the information about the Firm Realignment and INA.

At the Meeting, the Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the fund (the “Independent Trustees”), considered and approved the New Sub-Advisory Agreement and the Amended Management Agreement. In determining whether to approve the New Sub-Advisory Agreement and the Amended Management Agreement, the Board considered the materials prepared by the Adviser received in advance of the Meeting and other information presented at the Meeting, which included: (i) a form of the New

28

 

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

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

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

Costs of Services to be Provided and Profitability. The Board considered the proposed fee payable under the New Sub-Advisory Agreement, noting that the proposed fee would be paid by the Adviser and, thus, would not impact the fees paid by the fund or the Adviser’s profitability. The Board considered the fee payable to INA in relation to the fee paid to the Adviser by the fund and the respective services provided by INA and

29

 

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

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

Economies of Scale to be Realized. The Board recognized that, because the fee payable to INA would be paid by the Adviser, and not the fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Current Management Agreement, which had been done at the 15(c) Meeting. At the 15(c) Meeting, the Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Current 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 INA as a result of its relationship with the fund, and such ancillary benefits, if any, were determined to be reasonable.

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

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

****************************************************************

At a meeting of the fund’s Board of Trustees held on August 18, 2021, the Board considered the renewal of the fund’s Current Management Agreement pursuant to which the Adviser provides the fund with investment advisory and administrative services. The Board members, all of whom are Independent Trustees, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser. In considering the renewal of the Current Management Agreement, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as

30

 

dispositive, and each Board member may have attributed different weights to the factors considered.

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

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that the Adviser also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered the Adviser’s extensive administrative, accounting and compliance infrastructures.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge, an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper, which included information comparing (1) the performance of the fund’s Class Z shares with the performance of a group of retail front-end load and no-load Massachusetts municipal debt funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds consisting of all retail and institutional Massachusetts municipal debt funds (the “Performance Universe”), all for various periods ended June 30, 2021, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all retail front-end load and no-load Massachusetts municipal debt funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board discussed with representatives of the Adviser the results of the comparisons and considered that the fund’s total return performance was at the Performance Group median for the one-, two- and three-year

31

 

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

periods, and below the median and for the four-, five- and ten year periods, and above the Performance Universe median for all periods except the ten-year period when it was below the median. The Board also considered that the fund’s yield performance was below the Performance Group medians for nine of the ten one-year periods ended June 30th and below the Performance Universe medians for eight of the ten one-year periods ended June 30th. The Board considered the relative proximity of the fund’s performance to the Performance Group and/or Performance Universe medians in certain periods when performance was below median, including that the fund’s yield performance ranked in the third quartile of the Performance Universe in nine of the ten one-year periods. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate payable by the fund to the Adviser in light of the nature, extent and quality of the management services provided by the Adviser. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

The Board considered that the fund’s contractual management fee was higher than the Expense Group median contractual management fee, the fund’s actual management fee was higher than the Expense Group median and the Expense Universe median actual management fee and the fund’s total expenses were lower than the Expense Group median and equal to the Expense Universe median total expenses.

Representatives of the Adviser noted that there were no other funds advised or administered by the Adviser that are in the same Lipper category as the fund or separate accounts and/or other types of client portfolios advised by the Adviser that are considered to have similar investment strategies and policies as the fund.

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

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fee under the Current Management Agreement,

32

 

considered in relation to the mix of services provided by the Adviser, including the nature, extent and quality of such services, supported the renewal of the Current Management Agreement and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have realized any economies of scale would be less. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser from acting as investment adviser and took into consideration that there were no soft dollar arrangements in effect for trading the fund’s investments.

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

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

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

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

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

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

33

 

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

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

34

 

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

Effective June 1, 2019, the fund adopted a liquidity risk management program (the “Liquidity Risk Management Program”) pursuant to the requirements of Rule 22e-4 under the Investment Company Act of 1940, as amended. Rule 22e-4 requires registered open-end funds, including mutual funds and exchange-traded funds but not money market funds, to establish liquidity risk management programs in order to effectively manage fund liquidity and shareholder redemptions. The rule is designed to mitigate the risk that a fund could not meet redemption requests without significantly diluting the interests of remaining investors.

The rule requires the fund to assess, manage and review their liquidity risk at least annually considering applicable factors such as investment strategy and liquidity during normal and foreseeable stressed conditions, including whether the strategy is appropriate for an open-end fund and whether the fund has a relatively concentrated portfolio or large positions in particular issuers. The fund must also assess its use of borrowings and derivatives, short-term and long-term cash flow projections in normal and stressed conditions, holdings of cash and cash equivalents, and borrowing arrangements and other funding sources.

The rule also requires the fund to classify its investments as highly liquid, moderately liquid, less liquid or illiquid based on the number of days the fund expects it would take to liquidate the investment, and to review these classifications at least monthly or more often under certain conditions. The periods range from three or fewer business days for a highly liquid investment to greater than seven calendar days for settlement of a less liquid investment. Illiquid investments are those a fund does not expect to be able to sell or dispose of within seven calendar days without significantly changing the market value. The fund is prohibited from acquiring an investment if, after the acquisition, its holdings of illiquid assets will exceed 15% of its net assets. In addition, if a fund permits redemptions in-kind, the rule requires the fund to establish redemption in-kind policies and procedures governing how and when it will engage in such redemptions.

Pursuant to the rule’s requirements, the Liquidity Risk Management Program has been reviewed and approved by the Board. Furthermore, the Board has received a written report prepared by the Program’s Administrator that addresses the operation of the Program, assesses its adequacy and effectiveness and describes any material changes made to the Program.

Assessment of Program

In the opinion of the Program Administrator, the Program approved by the Board continues to be adequate for the fund and the Program has been implemented effectively. The Program Administrator has monitored the fund’s liquidity risk and the liquidity classification of the securities held by the fund and has determined that the Program is operating effectively.

During the period from January 1, 2020 to December 31, 2020, there were no material changes to the Program and no material liquidity events that impacted the fund. During the period, the fund held sufficient highly liquid assets to meet fund redemptions.

Under normal expected foreseeable fund redemption forecasts and foreseeable stressed fund redemption forecasts, the Program Administrator believes that the fund maintains sufficient highly liquid assets to meet expected fund redemptions.

35

 

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited) (continued)

This page intentionally left blank.

36

 

This page intentionally left blank.

37

 

For More Information

BNY Mellon State Municipal Bond Funds, BNY Mellon Massachusetts Fund

240 Greenwich Street
New York, NY 10286

Adviser

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

Sub-Adviser

Insight North America, LLC
200 Park Avenue, 7th Floor
New York, NY 10166

Custodian

The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286

Transfer Agent &
Dividend Disbursing Agent

BNY Mellon Transfer, Inc.

240 Greenwich Street
New York, NY 10286

Distributor

BNY Mellon Securities Corporation
240 Greenwich Street
New York, NY 10286

  

Ticker Symbols:

Class A: PSMAX Class C: PCMAX Class Z: PMAZX

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

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

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

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

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

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

  

© 2021 BNY Mellon Securities Corporation
0063SA1021

 

BNY Mellon State Municipal Bond Funds, BNY Mellon Pennsylvania Fund

 

SEMIANNUAL REPORT

October 31, 2021

 

 

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

 

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

 

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

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Understanding Your Fund’s Expenses

5

Comparing Your Fund’s Expenses
With Those of Other Funds

5

Statement of Investments

6

Statement of Assets and Liabilities

14

Statement of Operations

15

Statement of Changes in Net Assets

16

Financial Highlights

18

Notes to Financial Statements

21

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

30

Liquidity Risk Management Program

37

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from May 1, 2021 through October 31, 2021, as provided by Daniel Rabasco and Thomas Casey, Portfolio Managers

Market and Fund Performance Overview

For the six-month period ended October 31, 2021, Class A shares of BNY Mellon Pennsylvania Fund, a series of BNY Mellon State Municipal Bond Funds, produced a total return of 0.26%, Class C shares returned -0.24% and Class Z shares returned 0.33%.1 In comparison, the Bloomberg U.S. Municipal Bond Index (the “Index”), the fund’s benchmark index, which is comprised of bonds issued nationally and not solely within Pennsylvania, achieved a total return of 0.01% for the same period.2

Municipal bonds posted minimal gains during the reporting period due to some volatility. But the economy continued to reopen as governments removed restrictions related to the COVID-19 pandemic. The fund’s Class A and Z shares outperformed the Index due to favorable sector allocation and security selection.

The Fund’s Investment Approach

The fund seeks to maximize current income exempt from federal income tax and from Pennsylvania state income tax, without undue risk. To pursue its goal, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in municipal bonds that provide income exempt from federal and Pennsylvania state income taxes. The fund invests at least 70% of its assets in municipal bonds rated, at the time of purchase, investment grade (Baa/BBB or higher) or the unrated equivalent as determined by BNY Mellon Investment Adviser, Inc. For additional yield, the fund may invest up to 30% of its assets in municipal bonds rated below investment grade (“high yield” or “junk” bonds) or the unrated equivalent as determined by BNY Mellon Investment Adviser, Inc. The dollar-weighted average maturity of the fund’s portfolio normally exceeds 10 years, but the fund may invest without regard to maturity.

The portfolio managers focus on identifying undervalued sectors and securities and minimize the use of interest-rate forecasting. The portfolio managers select municipal bonds for the fund’s portfolio by using fundamental credit analysis to estimate the relative value and attractiveness of various sectors and securities and to exploit pricing inefficiencies in the municipal bond market, and by actively trading among various sectors, such as pre-refunded, general obligation and revenue, based on their apparent relative values. The fund seeks to invest in several of these sectors.

Delta Variant, Inflation Concerns and Political Uncertainty Weigh on Market

While the market continued to benefit from policies put in place in response to the COVID-19 pandemic, volatility increased as a result of a variety of factors. Despite the volatility, credit spreads are now tighter than they were prior to the pandemic, which is a testament to how strong the market has been over the past year.

2

 

The primary factors driving the recent volatility have been the emergence of the Delta variant of COVID-19, uncertainty about whether inflation would be transitory, and how well the Federal Reserve (the “Fed”) would address inflationary pressures. Tax reform measures in Washington DC have also factored into the market environment.

The Delta variant contributed to volatility by casting doubt on the pace of the reopening of the economy and of future growth. But volatility was fed primarily by concerns about inflation and whether it would be short-lived or persist over a longer period. The market has appeared to be uncertain about this. While the long end of the curve flattened, suggesting that investors believed inflationary pressures would soon ease, the shorter end of the curve rose, indicating investors believed the Fed would be forced to raise rates sooner than it has indicated.

The political environment has also affected the market. While the November 2020 election increased the likelihood of income-tax hikes for corporations and higher-income households, adding to the appeal of tax-exempt municipal securities, the prospective extent of tax increases became less certain late in the reporting period, weakening demand for municipal securities somewhat. Among the possible changes under discussion is the lifting of the cap on the deduction of state and local taxes. The cap went into effect with the Tax Cuts and Jobs Act of 2017 and has helped fuel inflows into municipal bond funds.

While the market has been volatile, credit fundamentals remain strong. The fiscal health of issuers has remained better than expected, in part because real-estate and income-tax collections failed to decline as much as predicted. Progressive tax regimes proved beneficial because higher-earning, white-collar workers were largely unaffected by the pandemic.

Pennsylvania’s economy has continued to improve with the lifting of COVID-19 restrictions. Tax revenues have exceeded estimates, and the state’s “rainy day” fund has been bolstered.

Asset Allocation and Security Selection Benefited Performance

The fund’s relative performance was helped primarily by its asset allocation and security selection. An overweight position in revenue bonds was advantageous, especially in the hospital and health care sectors. Positioning in the transportation and airport sectors was also beneficial.

On the other hand, the fund’s relatively longer duration and its positions on the 15- to 20-year portion of the municipal bond curve hampered returns somewhat as yields at the long end of the curve rose somewhat. Positioning in the water & sewer and public power sectors also detracted from returns. The fund did not use derivatives during the reporting period.

A Positive Outlook

The outlook for the regional economy remains positive. With the pandemic easing, economic activity and tax revenues should remain healthy. Although the unemployment rate

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

is a little higher than the national average, the economy is diverse and resilient. The state’s credit rating remains stable, although the underfunded pension liability merits watching over the long term.

November 15, 2021

1 Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Class Z is not subject to any initial or deferred sales charge. Past performance is no guarantee of future results. Share price, yield and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. Income may be subject to state and local taxes, and some income may be subject to the federal alternative minimum tax (AMT) for certain investors. Capital gains, if any, are taxable. The fund’s returns reflect the absorption of certain fund expenses by BNY Mellon Investment Advisor, Inc. pursuant to an agreement in effect through August 31, 2022, at which time it may be extended, terminated or modified. The fund performance returns stated reflect the fee waiver, without which, the returns would have been lower.

2 Source: Lipper Inc. — The Bloomberg U.S. Municipal Bond Index covers the U.S. dollar-denominated, long-term, tax-exempt bond market. Investors cannot invest directly in any index.

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 amount of public information available about municipal bonds is generally less than that for corporate equities or bonds. Special factors, such as legislative changes, and state and local economic and business developments, may adversely affect the yield and/or value of the fund’s investments in municipal bonds. Other factors include the general conditions of the municipal bond market, the size of the particular offering, the maturity of the obligation and the rating of the issue. Changes in economic, business or political conditions relating to a particular municipal project, municipality or state in which the fund invests may have an impact on the fund’s share price.

References to specific securities, asset classes and financial markets are for illustrative purposes only and are not intended to be and should not be interpreted as recommendations.

Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

4

 

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 State Municipal Bond Funds, BNY Mellon Pennsylvania Fund from May 1, 2021 to October 31, 2021. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

      

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended October 31, 2021

 

 

 

 

 

 

 

 

 

Class A

Class C

Class Z

 

Expenses paid per $1,000

$4.59

$9.06

$3.33

 

Ending value (after expenses)

$1,002.60

$997.60

$1,003.30

 

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

Using the SEC’s method to compare expenses

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

      

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended October 31, 2021

 

 

 

 

 

 

 

 

 

Class A

Class C

Class Z

 

Expenses paid per $1,000

$4.63

$9.15

$3.36

 

Ending value (after expenses)

$1,020.62

$1,016.13

$1,021.88

 

Expenses are equal to the fund’s annualized expense ratio of .91% for Class A, 1.80% for Class C and .66% for Class Z, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

5

 

STATEMENT OF INVESTMENTS
October 31, 2021 (Unaudited)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 98.4%

     

Pennsylvania - 97.5%

     

Allegheny County Airport Authority, Revenue Bonds, Ser. A

 

5.00

 

1/1/2051

 

2,780,000

 

3,383,624

 

Allegheny County Hospital Development Authority, Revenue Bonds, Refunding (Allegheny Health Network Obligated Group) Ser. A

 

5.00

 

4/1/2031

 

2,000,000

 

2,442,922

 

Allegheny County Hospital Development Authority, Revenue Bonds, Refunding (UPMC Obligated Group) Ser. A

 

4.00

 

7/15/2035

 

1,000,000

 

1,168,876

 

Allentown Neighborhood Improvement Zone Development Authority, Revenue Bonds (City Center Project)

 

5.00

 

5/1/2033

 

500,000

a 

584,658

 

Allentown Neighborhood Improvement Zone Development Authority, Revenue Bonds (City Center Project)

 

5.00

 

5/1/2042

 

1,000,000

a 

1,134,808

 

Allentown School District, GO (Insured; Build America Mutual) Ser. C

 

5.00

 

2/1/2037

 

1,600,000

 

2,000,154

 

Berks County Industrial Development Authority, Revenue Bonds, Refunding (Highlands at Wyomissing Obligated Group)

 

5.00

 

5/15/2038

 

415,000

 

462,456

 

Berks County Industrial Development Authority, Revenue Bonds, Refunding (Highlands at Wyomissing Obligated Group)

 

5.00

 

5/15/2043

 

500,000

 

554,091

 

Berks County Industrial Development Authority, Revenue Bonds, Refunding (Highlands at Wyomissing Obligated Group)

 

5.00

 

5/15/2042

 

500,000

 

568,124

 

Berks County Industrial Development Authority, Revenue Bonds, Refunding (Highlands at Wyomissing Obligated Group)

 

5.00

 

5/15/2047

 

600,000

 

677,759

 

Boyertown Area School District, GO (Insured; State Aid Withholding)

 

5.00

 

10/1/2037

 

500,000

 

531,498

 

Centre County Hospital Authority, Revenue Bonds, Refunding (Mount Nittany Medical Center Project) Ser. A

 

5.00

 

11/15/2041

 

750,000

 

867,150

 

6

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 98.4% (continued)

     

Pennsylvania - 97.5% (continued)

     

Chester County Health & Education Facilities Authority, Revenue Bonds (Main Line Health System Obligated Group) Ser. A

 

4.00

 

9/1/2050

 

1,000,000

 

1,154,021

 

Clairton Municipal Authority, Revenue Bonds, Refunding, Ser. B

 

5.00

 

12/1/2037

 

2,000,000

 

2,073,411

 

Commonwealth Financing Authority, Revenue Bonds

 

5.00

 

6/1/2034

 

1,000,000

 

1,210,412

 

Cumberland County Municipal Authority, Revenue Bonds, Refunding (Diakon Lutheran Social Ministries Obligated Group)

 

5.00

 

1/1/2038

 

900,000

 

984,385

 

Cumberland County Municipal Authority, Revenue Bonds, Refunding (Diakon Lutheran Social Ministries Obligated Group)

 

5.00

 

1/1/2025

 

100,000

b 

113,966

 

Delaware County Authority, Revenue Bonds (Villanova University)

 

5.00

 

8/1/2040

 

1,000,000

 

1,142,502

 

Delaware County Authority, Revenue Bonds, Refunding (Cabrini University)

 

5.00

 

7/1/2042

 

1,000,000

 

1,130,318

 

Delaware River Joint Toll Bridge Commission, Revenue Bonds

 

5.00

 

7/1/2032

 

1,000,000

 

1,209,595

 

Delaware River Port Authority, Revenue Bonds

 

5.00

 

1/1/2037

 

2,500,000

 

2,734,944

 

Delaware Valley Regional Finance Authority, Revenue Bonds, Ser. B, 1 Month MUNIPSA +.42%

 

0.47

 

9/1/2022

 

2,000,000

c,d 

1,997,968

 

Dover Area School District, GO (Insured; Build America Mutual)

 

5.00

 

4/1/2036

 

800,000

 

958,229

 

Dover Area School District, GO (Insured; Build America Mutual)

 

5.00

 

4/1/2035

 

1,000,000

 

1,199,747

 

East Hempfield Township Industrial Development Authority, Revenue Bonds, Refunding (Willow Valley Communities Project)

 

5.00

 

12/1/2039

 

600,000

 

673,939

 

Franklin County Industrial Development Authority, Revenue Bonds (Menno-Haven Project)

 

5.00

 

12/1/2049

 

500,000

 

542,697

 

Franklin County Industrial Development Authority, Revenue Bonds, Refunding (Menno-Haven Project)

 

5.00

 

12/1/2048

 

1,000,000

 

1,085,796

 

Geisinger Authority, Revenue Bonds, Refunding (Geisinger Health System Obligated Group)

 

5.00

 

4/1/2030

 

1,000,000

d 

1,267,817

 

7

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 98.4% (continued)

     

Pennsylvania - 97.5% (continued)

     

Geisinger Authority, Revenue Bonds, Refunding (Geisinger Health System Obligated Group) Ser. A

 

5.00

 

6/1/2041

 

2,500,000

 

2,781,217

 

Lancaster County Hospital Authority, Revenue Bonds, Refunding (Brethren Village Project)

 

5.13

 

7/1/2037

 

1,000,000

 

1,129,338

 

Lancaster County Hospital Authority, Revenue Bonds, Refunding (Masonic Villages of the Grand Lodge of Pennsylvania)

 

5.00

 

11/1/2035

 

1,000,000

 

1,111,192

 

Lancaster County Hospital Authority, Revenue Bonds, Refunding (The University of Pennsylvania Health System Obligated Group)

 

5.00

 

8/15/2042

 

1,800,000

 

2,118,454

 

Luzerne County Industrial Development Authority, Revenue Bonds, Refunding (Pennsylvania-American Water Co.)

 

2.45

 

12/3/2029

 

1,750,000

d 

1,878,872

 

Montgomery County Higher Education & Health Authority, Revenue Bonds, Refunding (Philadelphia Presbytery Homes Project)

 

5.00

 

12/1/2047

 

1,000,000

 

1,105,886

 

Montgomery County Higher Education & Health Authority, Revenue Bonds, Refunding (Thomas Jefferson University Project)

 

4.00

 

9/1/2034

 

1,000,000

 

1,158,707

 

Montgomery County Industrial Development Authority, Revenue Bonds, Refunding (ACTS Retirement-Life Communities Obligated Group)

 

5.00

 

11/15/2036

 

3,200,000

 

3,737,909

 

Montgomery County Industrial Development Authority, Revenue Bonds, Refunding (Meadowood Senior Living Project) Ser. A

 

5.00

 

12/1/2048

 

1,000,000

 

1,119,867

 

Montgomery County Industrial Development Authority, Revenue Bonds, Refunding (Waverly Heights Project)

 

5.00

 

12/1/2049

 

500,000

 

570,174

 

Pennsylvania, COP, Refunding, Ser. A

 

5.00

 

7/1/2034

 

1,000,000

 

1,208,552

 

Pennsylvania, GO, Ser. 1st

 

4.00

 

3/1/2037

 

1,525,000

 

1,744,499

 

Pennsylvania Economic Development Financing Authority, Revenue Bonds (Greed Bond) (Covanta Project)

 

3.25

 

8/1/2039

 

850,000

a 

869,761

 

8

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 98.4% (continued)

     

Pennsylvania - 97.5% (continued)

     

Pennsylvania Economic Development Financing Authority, Revenue Bonds, Refunding

 

4.00

 

7/1/2033

 

1,750,000

 

1,968,902

 

Pennsylvania Economic Development Financing Authority, Revenue Bonds, Refunding (UPMC Obligated Group) Ser. A

 

4.00

 

10/15/2041

 

275,000

 

323,856

 

Pennsylvania Economic Development Financing Authority, Revenue Bonds, Refunding (UPMC Obligated Group) Ser. A

 

5.00

 

10/15/2036

 

1,250,000

 

1,632,348

 

Pennsylvania Higher Educational Facilities Authority, Revenue Bonds, Refunding (Drexel University)

 

5.00

 

5/1/2041

 

1,000,000

 

1,205,726

 

Pennsylvania Higher Educational Facilities Authority, Revenue Bonds, Refunding (Drexel University)

 

5.00

 

5/1/2035

 

1,750,000

 

2,053,561

 

Pennsylvania Higher Educational Facilities Authority, Revenue Bonds, Refunding (Thomas Jefferson University Obligated Group) Ser. A

 

5.00

 

9/1/2045

 

1,500,000

 

1,683,093

 

Pennsylvania Higher Educational Facilities Authority, Revenue Bonds, Refunding (Thomas Jefferson University Obligated Group) Ser. A

 

5.00

 

9/1/2030

 

1,170,000

 

1,319,955

 

Pennsylvania Higher Educational Facilities Authority, Revenue Bonds, Refunding (University of Sciences)

 

5.00

 

11/1/2031

 

1,000,000

 

1,130,314

 

Pennsylvania Housing Finance Agency, Revenue Bonds (Insured; Assured Guaranty Municipal Corp.) Ser. A

 

5.00

 

12/1/2025

 

1,085,000

 

1,089,027

 

Pennsylvania Turnpike Commission, Revenue Bonds, Refunding

 

5.00

 

12/1/2036

 

3,000,000

 

3,584,086

 

Pennsylvania Turnpike Commission, Revenue Bonds, Refunding, Ser. A

 

5.00

 

12/1/2046

 

3,000,000

 

3,832,452

 

Pennsylvania Turnpike Commission, Revenue Bonds, Ser. B

 

5.00

 

12/1/2036

 

1,605,000

 

1,862,872

 

Pennsylvania Turnpike Commission, Revenue Bonds, Ser. B

 

5.25

 

12/1/2048

 

1,000,000

 

1,241,330

 

Philadelphia, GO, Ser. A

 

4.00

 

5/1/2042

 

1,500,000

 

1,754,612

 

Philadelphia Airport, Revenue Bonds, Refunding, Ser. A

 

5.00

 

6/15/2035

 

2,000,000

 

2,280,449

 

9

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 98.4% (continued)

     

Pennsylvania - 97.5% (continued)

     

Philadelphia Airport, Revenue Bonds, Refunding, Ser. B

 

5.00

 

7/1/2047

 

1,500,000

 

1,767,264

 

Philadelphia Gas Works, Revenue Bonds (Insured; Assured Guaranty Municipal Corp.) Ser. A

 

4.00

 

8/1/2045

 

1,000,000

 

1,153,970

 

Philadelphia Gas Works, Revenue Bonds, Refunding

 

5.00

 

8/1/2031

 

1,000,000

 

1,156,250

 

Philadelphia Gas Works, Revenue Bonds, Refunding (Insured; Assured Guaranty Municipal Corp.) Ser. B

 

4.00

 

8/1/2037

 

1,290,000

 

1,517,580

 

Philadelphia Housing Authority, Revenue Bonds (Insured; Assured Guaranty Municipal Corp.) Ser. A

 

5.00

 

12/1/2021

 

865,000

 

868,164

 

Philadelphia Industrial Development Authority, Revenue Bonds (Children's Hospital of Philadelphia Project) Ser. A

 

5.00

 

7/1/2042

 

3,000,000

 

3,351,825

 

Philadelphia Industrial Development Authority, Revenue Bonds (Housing-University Square Apartments Project)

 

5.00

 

12/1/2037

 

1,250,000

 

1,434,851

 

Philadelphia Industrial Development Authority, Revenue Bonds, Refunding (St. Joseph's University)

 

4.00

 

11/1/2045

 

1,000,000

 

1,136,322

 

Philadelphia Industrial Development Authority, Revenue Bonds, Refunding (Thomas Jefferson University Obligated Group) Ser. A

 

5.00

 

9/1/2047

 

1,000,000

 

1,177,646

 

Philadelphia Industrial Development Authority, Revenue Bonds, Refunding, Ser. 2015

 

5.00

 

4/1/2045

 

1,500,000

 

1,691,885

 

Philadelphia Water & Wastewater, Revenue Bonds, Ser. A

 

5.00

 

11/1/2050

 

1,000,000

 

1,245,783

 

Pittsburgh Urban Redevelopment Authority, Revenue Bonds (West Park Court Housing) (Insured; Government National Mortgage Association)

 

4.90

 

11/20/2047

 

1,110,000

 

1,112,012

 

Pittsburgh Water & Sewer Authority, Revenue Bonds, Refunding (Insured: Assured Guaranty Municipal Corp.) Ser. B

 

4.00

 

9/1/2034

 

1,305,000

 

1,546,626

 

Pittsburgh Water & Sewer Authority, Revenue Bonds, Refunding (Insured: Assured Guaranty Municipal Corp.) Ser. B

 

5.00

 

9/1/2033

 

500,000

 

687,170

 

10

 

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 98.4% (continued)

     

Pennsylvania - 97.5% (continued)

     

Quaker Valley School District, GO, Refunding (Insured; State Aid Withholding)

 

5.00

 

10/1/2035

 

350,000

 

449,698

 

Quaker Valley School District, GO, Refunding (Insured; State Aid Withholding)

 

5.00

 

10/1/2033

 

330,000

 

425,767

 

Quaker Valley School District, GO, Refunding (Insured; State Aid Withholding)

 

5.00

 

10/1/2034

 

400,000

 

514,665

 

Southcentral Pennsylvania General Authority, Revenue Bonds, Refunding (WellSpan Health Obligated Group)

 

5.00

 

6/1/2044

 

1,000,000

 

1,227,964

 

State Public School Building Authority, Revenue Bonds, Refunding (Insured; Assured Guaranty Municipal Corp.) Ser. A

 

5.00

 

12/1/2032

 

1,525,000

 

1,823,065

 

State Public School Building Authority, Revenue Bonds, Refunding (Insured; Assured Guaranty Municipal Corp.) Ser. A

 

5.00

 

12/1/2026

 

475,000

b 

576,075

 

Susquehanna Area Regional Airport Authority, Revenue Bonds, Refunding, Ser. B

 

4.00

 

1/1/2033

 

1,300,000

 

1,329,565

 

The Canonsburg-Houston Joint Authority, Revenue Bonds, Ser. A

 

5.00

 

12/1/2040

 

2,000,000

 

2,306,608

 

The Philadelphia School District, GO (Insured; State Aid Withholding) Ser. A

 

5.00

 

9/1/2044

 

1,000,000

 

1,233,321

 

The Philadelphia School District, GO (Insured; State Aid Withholding) Ser. B

 

5.00

 

9/1/2043

 

1,000,000

 

1,209,572

 

The Philadelphia School District, GO, Refunding (Insured; State Aid Withholding) Ser. F

 

5.00

 

9/1/2038

 

995,000

 

1,168,625

 

The Philadelphia School District, GO, Refunding (Insured; State Aid Withholding) Ser. F

 

5.00

 

9/1/2026

 

5,000

b 

6,023

 

Westmoreland County Municipal Authority, Revenue Bonds, Refunding (Insured; Build America Mutual)

 

5.00

 

8/15/2042

 

1,000,000

 

1,143,873

 

Wilkes-Barre Finance Authority, Revenue Bonds, Refunding (University of Scranton) Ser. A

 

5.00

 

11/1/2034

 

1,000,000

 

1,150,296

 
 

115,765,343

 

11

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

          
 

Description

Coupon
Rate (%)

 

Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 98.4% (continued)

     

U.S. Related - .9%

     

Puerto Rico Highway & Transportation Authority, Revenue Bonds, Refunding (Insured; Assured Guaranty Municipal Corp.) Ser. CC

 

5.25

 

7/1/2034

 

1,000,000

 

1,085,299

 

Total Investments (cost $110,371,268)

 

98.4%

116,850,642

 

Cash and Receivables (Net)

 

1.6%

1,894,595

 

Net Assets

 

100.0%

118,745,237

 

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 October 31, 2021, these securities were valued at $2,589,227 or 2.18% of net assets.

b These securities are prerefunded; the date shown represents the prerefunded date. Bonds which are prerefunded are collateralized by U.S. Government securities which are held in escrow and are used to pay principal and interest on the municipal issue and to retire the bonds in full at the earliest refunding date.

c Variable rate security—interest rate resets periodically and rate shown is the interest rate in effect at period end. Security description also includes the reference rate and spread if published and available.

d These securities have a put feature; the date shown represents the put date and the bond holder can take a specific action to retain the bond after the put date.

  

Portfolio Summary (Unaudited)

Value (%)

Medical

19.9

Nursing Homes

13.7

Transportation

13.1

Education

10.5

School District

8.2

Water

7.4

Airport

7.4

Utilities

5.0

Multifamily Housing

3.8

General Obligation

2.9

General

2.5

Facilities

1.7

Tobacco Settlement

1.0

Development

.7

Prerefunded

.6

 

98.4

 Based on net assets.

See notes to financial statements.

12

 

    
 

Summary of Abbreviations (Unaudited)

 

ABAG

Association of Bay Area Governments

AGC

ACE Guaranty Corporation

AGIC

Asset Guaranty Insurance Company

AMBAC

American Municipal Bond Assurance Corporation

BAN

Bond Anticipation Notes

BSBY

Bloomberg Short-Term Bank Yield Index

CIFG

CDC Ixis Financial Guaranty

COP

Certificate of Participation

CP

Commercial Paper

DRIVERS

Derivative Inverse Tax-Exempt Receipts

EFFR

Effective Federal Funds Rate

FGIC

Financial Guaranty Insurance Company

FHA

Federal Housing Administration

FHLB

Federal Home Loan Bank

FHLMC

Federal Home Loan Mortgage Corporation

FNMA

Federal National Mortgage Association

GAN

Grant Anticipation Notes

GIC

Guaranteed Investment Contract

GNMA

Government National Mortgage Association

GO

General Obligation

IDC

Industrial Development Corporation

LIBOR

London Interbank Offered Rate

LOC

Letter of Credit

LR

Lease Revenue

NAN

Note Anticipation Notes

MFHR

Multi-Family Housing Revenue

MFMR

Multi-Family Mortgage Revenue

MUNIPSA

Securities Industry and Financial Markets Association Municipal Swap Index Yield

OBFR

Overnight Bank Funding Rate

PILOT

Payment in Lieu of Taxes

PRIME

Prime Lending Rate

PUTTERS

Puttable Tax-Exempt Receipts

RAC

Revenue Anticipation Certificates

RAN

Revenue Anticipation Notes

RIB

Residual Interest Bonds

SFHR

Single Family Housing Revenue

SFMR

Single Family Mortgage Revenue

SOFR

Secured Overnight Financing Rate

TAN

Tax Anticipation Notes

TRAN

Tax and Revenue Anticipation Notes

U.S. T-Bill

U.S. Treasury Bill Money Market Yield

XLCA

XL Capital Assurance

    

See notes to financial statements.

13

 

STATEMENT OF ASSETS AND LIABILITIES
October 31, 2021 (Unaudited)

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments

110,371,268

 

116,850,642

 

Cash

 

 

 

 

494,228

 

Interest receivable

 

1,486,915

 

Receivable for shares of Beneficial Interest subscribed

 

76,228

 

Prepaid expenses

 

 

 

 

14,881

 

 

 

 

 

 

118,922,894

 

Liabilities ($):

 

 

 

 

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

 

73,349

 

Payable for shares of Beneficial Interest redeemed

 

61,302

 

Trustees’ fees and expenses payable

 

925

 

Other accrued expenses

 

 

 

 

42,081

 

 

 

 

 

 

177,657

 

Net Assets ($)

 

 

118,745,237

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

111,097,057

 

Total distributable earnings (loss)

 

 

 

 

7,648,180

 

Net Assets ($)

 

 

118,745,237

 

     

Net Asset Value Per Share

Class A

Class C

Class Z

 

Net Assets ($)

85,525,956

755,480

32,463,801

 

Shares Outstanding

5,197,501

45,894

1,973,267

 

Net Asset Value Per Share ($)

16.46

16.46

16.45

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

14

 

STATEMENT OF OPERATIONS
Six Months Ended October 31, 2021 (Unaudited)

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Interest Income

 

 

1,812,622

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

335,059

 

Shareholder servicing costs—Note 3(c)

 

 

136,168

 

Professional fees

 

 

52,797

 

Registration fees

 

 

17,143

 

Chief Compliance Officer fees—Note 3(c)

 

 

7,077

 

Trustees’ fees and expenses—Note 3(d)

 

 

6,821

 

Prospectus and shareholders’ reports

 

 

6,537

 

Distribution fees—Note 3(b)

 

 

2,951

 

Custodian fees—Note 3(c)

 

 

1,306

 

Loan commitment fees—Note 2

 

 

158

 

Miscellaneous

 

 

11,203

 

Total Expenses

 

 

577,220

 

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

 

 

(60,271)

 

Net Expenses

 

 

516,949

 

Investment Income—Net

 

 

1,295,673

 

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

 

 

Net realized gain (loss) on investments

865,853

 

Net change in unrealized appreciation (depreciation) on investments

(1,821,574)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

(955,721)

 

Net Increase in Net Assets Resulting from Operations

 

339,952

 

 

 

 

 

 

 

 

See notes to financial statements.

     

15

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended
October 31, 2021 (Unaudited)

 

Year Ended
April 30, 2021

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

1,295,673

 

 

 

2,780,512

 

Net realized gain (loss) on investments

 

865,853

 

 

 

371,218

 

Net change in unrealized appreciation
(depreciation) on investments

 

(1,821,574)

 

 

 

7,680,222

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

339,952

 

 

 

10,831,952

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Class A

 

 

(913,606)

 

 

 

(2,612,472)

 

Class C

 

 

(4,718)

 

 

 

(26,737)

 

Class Z

 

 

(383,255)

 

 

 

(1,086,397)

 

Total Distributions

 

 

(1,301,579)

 

 

 

(3,725,606)

 

Beneficial Interest Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

1,353,948

 

 

 

9,450,553

 

Class C

 

 

68

 

 

 

3,238

 

Class Z

 

 

978,284

 

 

 

1,020,650

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

805,276

 

 

 

2,297,552

 

Class C

 

 

4,650

 

 

 

26,413

 

Class Z

 

 

311,528

 

 

 

902,149

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(4,406,837)

 

 

 

(11,982,184)

 

Class C

 

 

(98,345)

 

 

 

(725,403)

 

Class Z

 

 

(953,476)

 

 

 

(3,549,007)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

(2,004,904)

 

 

 

(2,556,039)

 

Total Increase (Decrease) in Net Assets

(2,966,531)

 

 

 

4,550,307

 

Net Assets ($):

 

Beginning of Period

 

 

121,711,768

 

 

 

117,161,461

 

End of Period

 

 

118,745,237

 

 

 

121,711,768

 

16

 

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended
October 31, 2021 (Unaudited)

 

Year Ended
April 30, 2021

 

Capital Share Transactions (Shares):

 

Class Aa

 

 

 

 

 

 

 

 

Shares sold

 

 

81,319

 

 

 

576,558

 

Shares issued for distributions reinvested

 

 

48,461

 

 

 

139,802

 

Shares redeemed

 

 

(264,865)

 

 

 

(728,730)

 

Net Increase (Decrease) in Shares Outstanding

(135,085)

 

 

 

(12,370)

 

Class Ca

 

 

 

 

 

 

 

 

Shares sold

 

 

4

 

 

 

197

 

Shares issued for distributions reinvested

 

 

280

 

 

 

1,606

 

Shares redeemed

 

 

(5,912)

 

 

 

(44,361)

 

Net Increase (Decrease) in Shares Outstanding

(5,628)

 

 

 

(42,558)

 

Class Z

 

 

 

 

 

 

 

 

Shares sold

 

 

58,808

 

 

 

62,441

 

Shares issued for distributions reinvested

 

 

18,756

 

 

 

54,916

 

Shares redeemed

 

 

(57,322)

 

 

 

(216,517)

 

Net Increase (Decrease) in Shares Outstanding

20,242

 

 

 

(99,160)

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended April 30, 2021, 4,621 Class C shares representing $73,148 were automatically converted to 4,621 Class A shares.

 

See notes to financial statements.

        

17

 

FINANCIAL HIGHLIGHTS

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

           
        
 

Six Months Ended

 

Class A Shares

October 31, 2021

Year Ended April 30,

(Unaudited)

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

16.59

15.64

16.06

15.84

16.15

16.74

Investment Operations:

      

Investment income—neta

.17

.37

.41

.42

.43

.47

Net realized and unrealized
gain (loss) on investments

(.13)

1.08

(.30)

.35

(.03)

(.50)

Total from Investment Operations

.04

1.45

.11

.77

.40

(.03)

Distributions:

      

Dividends from
investment income—net

(.17)

(.37)

(.41)

(.42)

(.43)

(.46)

Dividends from net realized
gain on investments

-

(.13)

(.12)

(.13)

(.28)

(.10)

Total Distributions

(.17)

(.50)

(.53)

(.55)

(.71)

(.56)

Net asset value, end of period

16.46

16.59

15.64

16.06

15.84

16.15

Total Return (%)b

.26c

9.34

.55

4.97

2.44

(.16)

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

1.01d

1.02

1.01

1.00

.98

.96

Ratio of net expenses
to average net assets

.91d

.92

.94

1.00

.98

.96

Ratio of net investment income
to average net assets

2.06d

2.24

2.48

2.65

2.62

2.82

Portfolio Turnover Rate

10.63c

4.78

14.71

8.53

15.24

20.97

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

85,526

88,464

83,598

89,527

92,964

100,228

a Based on average shares outstanding.

b Exclusive of sales charge.

c Not annualized.

d Annualized.

See notes to financial statements.

18

 

           
        
 

Six Months Ended

 

Class C Shares

October 31, 2021

Year Ended April 30,

(Unaudited)

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

16.60

15.65

16.06

15.84

16.15

16.75

Investment Operations:

      

Investment income—neta

.10

.23

.27

.29

.30

.34

Net realized and unrealized
gain (loss) on investments

(.14)

1.08

(.29)

.35

(.03)

(.51)

Total from Investment Operations

(.04)

1.31

(.02)

.64

.27

(.17)

Distributions:

      

Dividends from
investment income—net

(.10)

(.23)

(.27)

(.29)

(.30)

(.33)

Dividends from net realized
gain on investments

-

(.13)

(.12)

(.13)

(.28)

(.10)

Total Distributions

(.10)

(.36)

(.39)

(.42)

(.58)

(.43)

Net asset value, end of period

16.46

16.60

15.65

16.06

15.84

16.15

Total Return (%)b

(.24)c

8.39

(.22)

4.12

1.63

(.98)

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

1.90d

1.87

1.84

1.82

1.76

1.73

Ratio of net expenses
to average net assets

1.80d

1.77

1.77

1.82

1.76

1.73

Ratio of net investment income
to average net assets

1.18d

1.39

1.66

1.83

1.83

2.05

Portfolio Turnover Rate

10.63c

4.78

14.71

8.53

15.24

20.97

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

755

855

1,472

1,920

2,511

4,445

a Based on average shares outstanding.

b Exclusive of sales charge.

c Not annualized.

d Annualized.

See notes to financial statements.

19

 

FINANCIAL HIGHLIGHTS (continued)

           
        
 

Six Months Ended

 

Class Z Shares

October 31, 2021

Year Ended April 30,

(Unaudited)

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

16.59

15.64

16.05

15.83

16.15

16.74

Investment Operations:

      

Investment income—neta

.19

.41

.44

.45

.46

.50

Net realized and unrealized gain
(loss) on investments

(.13)

1.08

(.29)

.35

(.04)

(.49)

Total from Investment Operations

.06

1.49

.15

.80

.42

.01

Distributions:

      

Dividends from
investment income—net

(.20)

(.41)

(.44)

(.45)

(.46)

(.50)

Dividends from net realized
gain on investments

-

(.13)

(.12)

(.13)

(.28)

(.10)

Total Distributions

(.20)

(.54)

(.56)

(.58)

(.74)

(.60)

Net asset value, end of period

16.45

16.59

15.64

16.05

15.83

16.15

Total Return (%)

.33b

9.63

.82

5.18

2.66

.01

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

.76c

.76

.80

.82

.76

.73

Ratio of net expenses
to average net assets

.66c

.66

.73

.82

.76

.73

Ratio of net investment income
to average net assets

2.32c

2.50

2.69

2.85

2.83

3.05

Portfolio Turnover Rate

10.63b

4.78

14.71

8.53

15.24

20.97

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

32,464

32,392

32,091

33,898

35,676

49,560

a Based on average shares outstanding.

b Not annualized.

c Annualized.

See notes to financial statements.

20

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1—Significant Accounting Policies:

BNY Mellon Pennsylvania Fund (the “fund”) is a separate diversified series of BNY Mellon State Municipal Bond Funds (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering three series, including the fund. The fund’s investment objective is to seek to maximize current income exempt from federal income tax and from Pennsylvania state income tax, without undue risk. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Effective September 1, 2021 (the “Effective Date”), the Adviser has engaged its affiliate, Insight North America LLC (the “Sub-Adviser”) as the fund’s sub-investment adviser pursuant to a sub-investment advisory agreement between the Adviser and Sub-Adviser. As the fund’s sub-investment adviser, the Sub-Adviser provides the day-to-day management of the fund’s investments, subject to the Adviser’s supervision and approval. The Adviser (and not the fund) pays the Sub-Adviser for its sub-advisory services. As of the Effective Date, portfolio managers responsible for managing the fund’s investments who were employees of Mellon Investments Corporation (“Mellon”) in a dual employment arrangement with the Adviser, have become employees of the Sub-Adviser, and are no longer employees of Mellon.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Class A, Class C and Class Z. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class Z shares are sold at net asset value per share to certain shareholders of the fund. Class Z shares generally are not available for new accounts. 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

21

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

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

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

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

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

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

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

22

 

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

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

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

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

Investments in securities are valued each business day by an independent pricing service (the “Service”) approved by the Trust’s Board of Trustees (the “Board”). Investments for which quoted bid prices are readily available and are representative of the bid side of the market in the judgment of the Service are valued at the mean between the quoted bid prices (as obtained by the Service from dealers in such securities) and asked prices (as calculated by the Service based upon its evaluation of the market for such securities). Debt investments (which constitute a majority of the portfolio securities) are carried at fair value as determined by the Service, based on methods which include consideration of the following: yields or prices of municipal securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. All of the preceding securities are generally categorized within Level 2 of the fair value hierarchy.

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

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

23

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (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.

The following is a summary of the inputs used as of October 31, 2021 in valuing the fund’s investments:

       
 

Level 1-Unadjusted Quoted Prices

Level 2- Other Significant Observable Inputs

 

Level 3-Significant Unobservable Inputs

Total

 

Assets ($)

  

Investments In Securities:

  

Municipal Securities

-

116,850,642

 

-

116,850,642

 

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

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Interest income, adjusted for accretion of discount and amortization of premium on investments, is earned from settlement date and recognized on the accrual basis. Securities purchased or sold on a when-issued or delayed delivery basis may be settled a month or more after the trade date.

The fund follows an investment policy of investing primarily in municipal obligations of one state. Economic changes affecting the state and certain of its public bodies and municipalities may affect the ability of issuers within the state to pay interest on, or repay principal of, municipal obligations held by the fund.

(c) Risk: Certain events particular to the industries in which the fund’s investments conduct their operations, as well as general economic, political and public health conditions, may have a significant negative impact on the investee’s operations and profitability. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and

24

 

the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or other serious public health concern could have, a significant negative impact on economic and market conditions and could trigger a prolonged period of global economic slowdown. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

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

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, which can distribute tax-exempt dividends, by complying with the applicable provisions of the Code, and to make distributions of income and net realized capital gain sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended October 31, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended October 31, 2021, the fund did not incur any interest or penalties.

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

The tax character of distributions paid to shareholders during the fiscal year ended April 30, 2021 was as follows: tax-exempt income $2,782,106 and long-term capital gains $943,500. The tax character of current year distributions will be determined at the end of the current fiscal year.

25

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

(f) New accounting pronouncements: In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), and in January 2021, the FASB issued Accounting Standards Update 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the LIBOR and other interbank offered rates as of the end of 2021. The temporary relief provided by ASU 2020-04 and ASU 2021-01 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 and ASU 2021-01 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform. Management is also currently actively working with other financial institutions and counterparties to modify contracts as required by applicable regulation and within the regulatory deadlines.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by The Bank of New York Mellon (the “BNYM Credit Facility”), a subsidiary of BNY Mellon and an affiliate of the Adviser, each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended October 31, 2021, the fund did not borrow under the Facilities.

NOTE 3—Management Fee, Sub-Investment 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 .55% of the value of the fund’s average daily net assets and is payable monthly. The Adviser has

26

 

contractually agreed, from May 1, 2021 through August 31, 2022, to waive receipt of a portion of its management fee, in the amount of .10% of the value of the fund’s average daily net assets. On or after August 31, 2022, the Adviser may terminate this waiver agreement at any time. The reduction in management fees, pursuant to the undertaking, amounted to $60,271 during the period ended October 31, 2021.

As of the Effective Date, pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .264% of the value of the fund’s average daily net assets.

During the period ended October 31, 2021, the Distributor retained $632 from commissions earned on sales of the fund’s Class A shares.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended October 31, 2021, Class C shares were charged $2,951 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended October 31, 2021, Class A and Class C shares were charged $110,125 and $984, respectively, pursuant to the Shareholder Services Plan.

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

27

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

the period ended October 31, 2021, Class Z shares were charged $0 pursuant to the Shareholder Services Plan.

The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as shareholder servicing costs and includes custody net earnings credits, if any, as an expense offset in the in the Statement of Operations.

The fund compensates BNY Mellon Transfer, Inc., a wholly-owned subsidiary of the Adviser, under a transfer agency agreement for providing transfer agency and cash management services inclusive of earnings credits, if any, for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended October 31, 2021, the fund was charged $11,033 for transfer agency services, inclusive of earnings credit, if any. These fees are included in Shareholder servicing costs in the Statement of Operations.

The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended October 31, 2021, the fund was charged $1,306 pursuant to the custody agreement.

The fund compensates The Bank of New York Mellon under a shareholder redemption draft processing agreement for providing certain services related to the fund’s check writing privilege. During the period ended October 31, 2021, the fund was charged $687 pursuant to the agreement, which is included in Shareholder servicing costs in the Statement of Operations.

During the period ended October 31, 2021, the fund was charged $7,077 for services performed by the Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $55,563, Distribution Plan fees of $481, Shareholder Services Plan fees of $18,360, custodian fees of $800, Chief Compliance Officer fees of $4,718 and transfer agency fees of $2,874, which are offset against an expense reimbursement currently in effect in the amount of $9,447.

28

 

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended October 31, 2021, amounted to $12,702,002 and $13,937,561, respectively.

At October 31, 2021, accumulated net unrealized appreciation on investments was $6,479,374, consisting of $6,735,289 gross unrealized appreciation and $255,915 gross unrealized depreciation.

At October 31, 2021, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).

29

 

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

At a meeting of the fund’s Board of Trustees held on May 19, 2021 (the “Meeting”), the Board discussed with representatives of the Adviser plans to realign Mellon Investments Corporation’s (“Mellon”) fixed income capabilities with Insight North America LLC (“INA”) (the “Firm Realignment”), with such realignment scheduled to occur, subject to regulatory requirements, in the third quarter of 2021 (the “Effective Date”). The Adviser noted that, as a result of the Firm Realignment, the portfolio managers who are currently responsible for managing the investments of the fund as employees of Mellon in a dual employment arrangement with the Adviser, will become employees of INA as of the Effective Date. Consequently, the Adviser proposed to engage INA to serve as the fund’s sub-investment adviser, pursuant to a sub-investment advisory agreement between the Adviser and INA (the “New Sub-Advisory Agreement”), to be effective on the Effective Date. In addition, the Adviser proposed amending the Fund’s current management agreement (the “Current Management Agreement”) to more clearly reflect the Adviser’s ability to employ one or more sub-investment advisers to manage the fund on a day-to-day basis and the Adviser’s responsibility to oversee and supervise any such sub-investment adviser, and to reflect the engagement of INA as sub-investment adviser to the fund (as proposed to be amended, the “Amended Management Agreement”), to be effective on the Effective Date.

At the Meeting, the Adviser recommended the approval of the New Sub-Advisory Agreement, pursuant to which INA would serve as sub-investment adviser to the fund, and the Amended Management Agreement. The recommendation for the approval of the New Sub-Advisory Agreement and the Amended Management Agreement was based on the following considerations, among others: (i) approval of the New Sub-Advisory Agreement and the Amended Management Agreement would permit the fund’s current portfolio managers to continue to be responsible for the day-to-day management of the Fund’s portfolio after the Effective Date as employees of INA; (ii) there will be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund as a result of the proposed changes to the investment advisory arrangements; and (iii) the Adviser (and not the fund) will pay INA for its sub-investment advisory services. The Board also considered the fact that the Adviser stated that it believes there are no material changes to the information the Board had previously considered at a Board meeting on July 30, 2020 (the “15(c) Meeting”), at which the Board re-approved the Current Management Agreement for the ensuing year, other than the information about the Firm Realignment and INA.

At the Meeting, the Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the fund (the “Independent Trustees”), considered and approved the New Sub-Advisory Agreement and the Amended Management Agreement. In determining whether to approve the New Sub-Advisory Agreement and the Amended Management Agreement, the Board considered the materials prepared by the Adviser received in advance of the Meeting and other information presented at the Meeting, which included: (i) a form of the New

30

 

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

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

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

Costs of Services to be Provided and Profitability. The Board considered the proposed fee payable under the New Sub-Advisory Agreement, noting that the proposed fee would be paid by the Adviser and, thus, would not impact the fees paid by the fund or the Adviser’s profitability. The Board considered the fee payable to INA in relation to the fee paid to the Adviser by the fund and the respective services provided by INA and

31

 

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

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

Economies of Scale to be Realized. The Board recognized that, because the fee payable to INA would be paid by the Adviser, and not the fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Current Management Agreement, which had been done at the 15(c) Meeting. At the 15(c) Meeting, the Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Current 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 INA as a result of its relationship with the fund, and such ancillary benefits, if any, were determined to be reasonable.

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

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

***************************************************************************

At a meeting of the fund’s Board of Trustees held on August 18, 2021, the Board considered the renewal of the fund’s Current Management Agreement pursuant to which the Adviser provides the fund with investment advisory and administrative services. The Board members, all of whom are Independent Trustees, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser. In considering the renewal of the Current Management Agreement, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as

32

 

dispositive, and each Board member may have attributed different weights to the factors considered.

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

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that the Adviser also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered the Adviser’s extensive administrative, accounting and compliance infrastructures.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge, an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper, which included information comparing (1) the performance of the fund’s Class Z shares with the performance of a group of retail front-end load and no-load Pennsylvania municipal debt funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds consisting of all retail and institutional Pennsylvania municipal debt funds (the “Performance Universe”), all for various periods ended June 30, 2021, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all retail front-end load and no-load Pennsylvania municipal debt funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board discussed with representatives of the Adviser the results of the comparisons and considered that the fund’s total return performance was at or above the Performance Group and Performance Universe

33

 

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

medians for all periods. The Board also considered that the fund’s yield performance was at or above the Performance Group for six of the ten one-year periods ended June 30th and above the Performance Universe medians for two of the ten one-year periods ended June 30th. The Board considered the relative proximity of the fund’s yield performance to the Performance Group and/or Performance Universe medians in certain periods when performance was below median. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

Management Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management fee rate payable by the fund to the Adviser in light of the nature, extent and quality of the management services provided by the Adviser. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year which included reductions for a fee waiver arrangement in place that reduced the management fee paid to the Adviser. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

The Board considered that the fund’s contractual management fee was higher than the Expense Group median contractual management fee, the fund’s actual management fee was slightly higher than the Expense Group median and equal to the Expense Universe median actual management fee and the fund’s total expenses were lower than the Expense Group median and the Expense Universe median total expenses.

Representatives of the Adviser stated that the Adviser has contractually agreed, until August 31, 2022, to waive receipt of a portion of its management fee, in the amount of 0.10% of the fund’s average daily net assets.

Representatives of the Adviser noted that there were no other funds advised or administered by the Adviser that are in the same Lipper category as the fund or separate accounts and/or other types of client portfolios advised by the Adviser that are considered to have similar investment strategies and policies as the fund.

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

34

 

The Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation of whether the fee under the Current Management Agreement, considered in relation to the mix of services provided by the Adviser, including the nature, extent and quality of such services, supported the renewal of the Current Management Agreement and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have realized any economies of scale would be less. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser from acting as investment adviser and took into consideration that there were no soft dollar arrangements in effect for trading the fund’s investments.

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

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

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

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

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

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

35

 

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

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

36

 

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

Effective June 1, 2019, the fund adopted a liquidity risk management program (the “Liquidity Risk Management Program”) pursuant to the requirements of Rule 22e-4 under the Investment Company Act of 1940, as amended. Rule 22e-4 requires registered open-end funds, including mutual funds and exchange-traded funds but not money market funds, to establish liquidity risk management programs in order to effectively manage fund liquidity and shareholder redemptions. The rule is designed to mitigate the risk that a fund could not meet redemption requests without significantly diluting the interests of remaining investors.

The rule requires the fund to assess, manage and review their liquidity risk at least annually considering applicable factors such as investment strategy and liquidity during normal and foreseeable stressed conditions, including whether the strategy is appropriate for an open-end fund and whether the fund has a relatively concentrated portfolio or large positions in particular issuers. The fund must also assess its use of borrowings and derivatives, short-term and long-term cash flow projections in normal and stressed conditions, holdings of cash and cash equivalents, and borrowing arrangements and other funding sources.

The rule also requires the fund to classify its investments as highly liquid, moderately liquid, less liquid or illiquid based on the number of days the fund expects it would take to liquidate the investment, and to review these classifications at least monthly or more often under certain conditions. The periods range from three or fewer business days for a highly liquid investment to greater than seven calendar days for settlement of a less liquid investment. Illiquid investments are those a fund does not expect to be able to sell or dispose of within seven calendar days without significantly changing the market value. The fund is prohibited from acquiring an investment if, after the acquisition, its holdings of illiquid assets will exceed 15% of its net assets. In addition, if a fund permits redemptions in-kind, the rule requires the fund to establish redemption in-kind policies and procedures governing how and when it will engage in such redemptions.

Pursuant to the rule’s requirements, the Liquidity Risk Management Program has been reviewed and approved by the Board. Furthermore, the Board has received a written report prepared by the Program’s Administrator that addresses the operation of the Program, assesses its adequacy and effectiveness and describes any material changes made to the Program.

Assessment of Program

In the opinion of the Program Administrator, the Program approved by the Board continues to be adequate for the fund and the Program has been implemented effectively. The Program Administrator has monitored the fund’s liquidity risk and the liquidity classification of the securities held by the fund and has determined that the Program is operating effectively.

During the period from January 1, 2020 to December 31, 2020, there were no material changes to the Program and no material liquidity events that impacted the fund. During the period, the fund held sufficient highly liquid assets to meet fund redemptions.

Under normal expected foreseeable fund redemption forecasts and foreseeable stressed fund redemption forecasts, the Program Administrator believes that the fund maintains sufficient highly liquid assets to meet expected fund redemptions.

37

 

For More Information

BNY Mellon State Municipal Bond Funds, BNY Mellon Pennsylvania Fund

240 Greenwich Street
New York, NY 10286

Adviser

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

Sub-Adviser

Insight North America, LLC
200 Park Avenue, 7th Floor
New York, NY 10166

Custodian

The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286

Transfer Agent &
Dividend Disbursing Agent

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

Distributor

BNY Mellon Securities Corporation
240 Greenwich Street
New York, NY 10286

  

Ticker Symbols:

Class A: PTPAX Class C: PPACX Class Z: DPENX

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

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

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

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

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

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

  

© 2021 BNY Mellon Securities Corporation
0058SA1021

 

 
 

 

 

Item 2.Code of Ethics.

Not applicable.

Item 3.Audit Committee Financial Expert.

Not applicable.

Item 4.Principal Accountant Fees and Services.

Not applicable.

Item 5.Audit Committee of Listed Registrants.

Not applicable.

Item 6.Investments.

(a)        Not applicable.

Item 7.Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8.Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9.Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.

Not applicable.

Item 10.Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures applicable to Item 10.

Item 11.Controls and Procedures.

(a)       The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b)       There were no changes to the Registrant's internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 
 
Item 12.Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13.Exhibits.

(a)(1) Not applicable.

(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(a)(3) Not applicable.

(b)       Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.

 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

BNY Mellon State Municipal Bond Funds

By: /s/ David DiPetrillo

       David DiPetrillo

       President (Principal Executive Officer)

 

Date: December 17, 2021

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By: /s/ David DiPetrillo

       David DiPetrillo

       President (Principal Executive Officer)

 

Date: December 17, 2021

 

 

By: /s/ James Windels

       James Windels

       Treasurer (Principal Financial Officer)

 

Date: December 17, 2021

 

 

 

 
 

EXHIBIT INDEX

(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)

EX-99.CERT 2 exhibit302-064.htm CERTIFICATION REQUIRED BY RULE 30A-2

[EX-99.CERT]—Exhibit (a)(2)

SECTION 302 CERTIFICATION

 

I, David DiPetrillo, certify that:

1. I have reviewed this report on Form N-CSR of BNY Mellon State Municipal Bond Funds;

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 DiPetrillo

David DiPetrillo

President (Principal Executive Officer)

Date:       December 17, 2021

 
 

SECTION 302 CERTIFICATION

I, James Windels, certify that:

1. I have reviewed this report on Form N-CSR of BNY Mellon State Municipal Bond Funds;

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:       December 17, 2021

 

EX-99.906 CERT 3 exhibit906-064.htm CERTIFICATION REQUIRED BY SECTION 906

[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 DiPetrillo

David DiPetrillo

President (Principal Executive Officer)

Date:       December 17, 2021

 

 

By:       /s/ James Windels

James Windels

Treasurer (Principal Financial Officer)

 

Date:       December 17, 2021

 

 

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.

 

 

GRAPHIC 5 img_2b9e1cea19924.jpg GRAPHIC begin 644 img_2b9e1cea19924.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_VP!# $! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_ MVP!# 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_P 1" !! *<# 2( A$! Q$!_\0 M'P 04! 0$! 0$ $" P0%!@<("0H+_\0 M1 @$# P($ P4% M! 0 %] 0(# 01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T? D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$! M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $" M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#S+_@K7^UO M_P %A?\ @@!^V]JMQ\#_ -H;QG\3/V$_V@-7U[XB?L_^#OC_ &4GQI^&_A5; MO45U3Q?\ (-6\47$OCOP='\,-2OUM_"ND^%/'.@+=_#;4_"URMQ=:C%KD.G? M4?['O_!Z]\&_$K:7X=_;E_98\5_"_4972WO/B;^SWJ\/Q \'&1XUW7VH?#KQ MA=:%XN\.Z=%*'$D>D^*_B%J)C9&BM96#+7]<7[=?[#?P _X*(_LV^./V8/VC M_#)UWP/XNBCO=)UG3S!:^+?A[XTT^&Y7PY\0O FKSV]R-&\6>')KJG76I^'M>L=5\.:SK&E7W\ /[9W_!/3]C3_@W!^'7@SQK\3?V?O$?_ 4Q M_:^^+-UX@/P?^)/QQ^'&H^'?V /@V^E:IG9[;[@?WZ_LC_P#!0/\ 9!_;G^&F MG_%O]F+XSZ+\0O ^IZ[%X5MM0O-(\3^"+YO%LEE+J#^%5T;Q[HGAG5KCQ!;6 ML%Q+# MS(([JX$]\9+J3]!/V/?^#AO_ (*S?L7#2])\#?M2>)?BKX!TM4AC^&7[1<;? M&GPH;.)U>+3[+5?$]U_PL'PWI\(5HX;+PAXX\.V\43M&D84($?(_+^OE_7F! M_LCT5_%Q_P $W_\ @[FF_:K\5:/\(_C1_P $]_C]K'Q(NS;P3Z]^Q1X;U[]H M'39&N,1C5-3^%,]O8^.?"NC).LBRRV7B/Q]-'$/-*D1R[?[+_#VLQ^(M!T;7 MX=/UC28M:TNQU6/3/$.EW6B:]IZ7]M'%&U3QCX^TJXCDO_ -G3X6ZR)K.U MU73I$+"Q^+'CN-+Q/!CMF]\':!!<^-C'9:C?^!KZZ_B6_P"" =?_X2#4#/J.MZ)8Z9 M%>^-?AAKLFHR7.LP>*_".N:'96?B5O\ A*M6M=1U&S6X3_0>T+_@V?\ V"O' M'[1GQ2_:Z_;5U+XE?MN_'WXO_$+7/B)XGF^)?B&\\'?"72KW4I\:/X?\,?#3 MP/>V-\?"?A'1HM/\->'?#WC7QMXWTRTT#2-+TT6PM;.*$?NK\'_@9\%OV?/" M%I\/_@1\)/AO\&O ]BD*6OA/X7^"?#G@7P_&8(Q%'*VE>&M.TVSFN=@P]U-% M)O\ QRB^(_[8_CBQ>.XE MD^*.N2>#/ADE[&BJLNG_ R^'UQI.;&5G"RQR(BK7]4%% M*[M:^G_#?U_3 \M^$/P/^#'[/_A"S^'_ ,"OA-\./@YX'L$B2T\)?##P5X=\ M#>'HO)C$22G2?#6G:;9R7&P8>ZEB>XE)9Y97=F8^I444@"BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH *_G>_P""[7[<_P"W%^P#=?LC^,OV8_B; M\&++PK^TK^T1\.?V6[_P+\3/@/JGCN]\,Z_XQ7Q3J5Y\4;3QAI?Q:\'S:G!; MVEII&FP^ G\/6B.]K=7P\5(]XMK;_P!$-?R&?\':FO\ PXU/X:_\$V_AYXF\ M;>'M+O)/^"AOP?UGQ7HB>/+3PIXLT;X>ZEX=\<:/J/C)Y[+6=,\2^%]"MRE[ M GCFUETZVT:_A$L.KV=]!$ZM;KU7YH#ZL^.O_!03_@H+_P $WOVY/V /V=/V MJ?&7[-O[8_P?_;_^)]W\'-$UGX*_!#QM^S]\<_A3XKAUSP1X(?"OCCP2;C2O%/B2_MXI[3 M0M8NK3]U/^"FGQ2^%_A7_@H5_P $6]/\6?$KX>^%[OP_^T[^T'KWB2P\3>-O M#&@76C>&M;_8N^/.A:=K&LVNKZI9S6&B:SJK_P!@V-_>1Q6.I:K/%H]M+/?7 M4-K*^S\WY=NFJMK\P.@^.W_!2"X^.O\ P2*^(/\ P4M_X)U?&7P+I<'PY^#G MC[XZ7.G?$7X:?\+*DGN?A?X#\1:WXK^ 7CCPW8>/_!ES\/\ QO:^)+?3-/UC MQ!'J>O)IUI9_VCHNE>(M#\0:1K$OGW[8?C[_ (+&_#+_ ()W>$OVI_V4?BM^ MSY\=_C=X.^$UG\5OBC\)-7_9;UW29/BAXIZ/X6N/P1_X+(_L>?'/_@BSX;_ &W/ MC9^Q+X7E\7?\$RO^"C?P?^)_P=_:>_9SM9[RW\._LL_&WXK^$M8\)>"OC3X' MM+&*>+PYX+G\1:W!#IHAMAH-M]MN?A3K T_3K_X1W/A[^W+]FXJO[.GP$)9= MJ_!7X6DOD!=H\#:%\V>FW'._#A/V?;>XU#X@?M.ZO/J\MW^SOK/PJ3XS6\7 MPTTKP#I5_I'C'XA_&2_\>:GHFD?!KPM??%:#2);7Q?H.DC]\_P!GCP_\?/#/ MPF\+Z7^TW\2/ 7Q5^- MVNO&7BOX8?#V_P#AEX%^WW@2=]&\.>&M5\5>,=3? M3-$D>73K36]1U6"^URWABU*[TC2+B>2PA_D:_P""3/@[]D/PU_PA>%=8_9MMO#_BGPW>:!9>+_C-X=\!Z_P#&^]^#6FV^L7.D-KWB M.[CU6W\2MX.MGO-#T@ZIX6B&DZ#+>:0W]J5(#\,_^"[G[6G[<7[#?[-G@S]H M3]BWQ!\.=9\3WWQ6^'WP5C^!_C;X+ZE\1M2^)GBWXLZ^-&\+R^'/$ND_$CPC M>Z%J%C/ UC:Z#'X>UX^(;S4((UO+"2)$F^O?^"5W[?O@W_@I=^P_\&?VK/#" M:=IGB'Q-I#>&OB]X-TZ5Y$^'_P :/"B6^G_$+PEY<\LUY!IZ:DT6O^%C?O\ M;K_P3K_AG5KA5;4<#Y'_ ."YGQ$\#>$/AY^P/I_B/QYX-\*:R/\ @J[_ ,$Z MO%MM9^(_%>@>'[X>'/"_[17ARZ\0>)DM]8U"SD_L'PW R7FNZR4_LW1K4&[U M*YMK='D'X:_&7X6?MB_\$X_^"EWQL_9#_P""=EM;S_LY_P#!?+PS>^+?V??' M.AW[2^$?V4?C'+=6%U^T;\9O"+:06LI;'X:?![Q#XW^)FB:;X=?2[6]T;7?@ M];Z9J&HI\-_[,OFOZ=_Z_KT=P^U?AK_P6B_:>_;-_P""W^H?L#_LP^(OA7\- MOV0/"_AOQGK6E?%WQ-\']5^)?B?XYO\ OQ%?>%_BYJ/@;5Q\2O!NA6?@K7? MB!H7C?X:>%?&&F6OB"QA_P"$*F\2V\&KR7TVF6GT9_P6[_;J_;L_86^+7[#- MC^S3\4O@GIO@O]LG]H7P3^S'<>%_B5\ M5\=ZG\/]<\0:MIUE>?$NV\4:7\7 M_![^)(/+U^Q$?@B70](53IDC+XF)O]MK^;WPTT']FO\ 9<_X.=OV2?@1\*O& M_P /- ^#WP"_X)1Z;^SGX46?QQX49-/\1^&/$OQ)T-/!^O:DE_!%^U:]L9+K47ED](_X.J=>^&FM>._^"0/P\\4?$+1O#SI M^W[X$U'QS;Z?\2+?P)XR\'^ -:U'POIM[XW;6].UK2O$O@+3[2WBU"6Q^(,% MSI*:#>V7]HV>L6EW9)-&;/Y+I?HGU _8+0O#?_!5OP1^UU^RQX;\;?MG?LR? M'GX,:AJWQ)U_]I/X9^!?V:_#7[/_ ,2-.^%MI\,?%FF^"?&MA_PEO[0OQF\6 M^(?#\/QLN_ .BWY\$:'H=Q:7-[$-6UJ72I+RPE^3O^"J_P"VY^WU^RM_P4!_ MX)V?LX? 7XS_ 0T7X8_\%#OBKJ_PLMX?'/[.&H^-_$OP2/A _"C1]3\16^N MVGQK\*6_Q$D\1:EX]U+58=*O='\)QZ'#9VFG+?:J&DNJZ+X*>"_^";_[,/\ MP44^"OQN^$O[='B?XY?$?]HGX3^*OV&/!/PFU[]IWQ5^VEX@_MW7?$5I^T;) MXSD\>^.OB[\3/&_PV\)6.C_!;5-%N]*M;6P\$WNMZIIES?W*:]=:?'=?%?\ MP7M^*7PQ\/?\%=?^#?.3Q!\2?A_H2_#C]J#XD:M\1/[9\:>&M+;P#I.HZU^S M??Z;JOC9+[4X'\*:9J=D&NM,U#7ET^SU&&.62RFG6*0H_M+U72WX>8']:VD6 M^K6NB:7::SJ=MJVNV^EV5MJNM6NF?V5::GJT-I%%?:I;Z/\ ;;_^S;:]O%EN MXM,_M&\^QQ2+:_;;CR_/?^/@3KO MPH_8B\._#CQGK/B#PS^S#J/A+Q?\9;#XB^%?"&M#0!,-:\(:KJ]GX0EFM_&&F-X=BUUK M0^(VM=932C+OA-^ MSO9^%/&/B'XK^ M'\+>)[RQ\ _!I-0M/#WB#4-?M])UJZTV6WN(-2MM-N[F; M3KB":VO4@GB>-5KV_ #^C_\ X*'?MY?!K_@FS^RC\2/VL?C@=1OO#/@F+3]+ M\/\ A'0C;CQ+\0O'GB*Y_L_PEX&\."[=+=+[6;XM-?7\^^VT+P_8ZSXBO(I+ M+2+E#\"_!ZS_ ."Z7[3/PG\,_M':K\?/V-_V,-:\=^'K'QQX!_9 U']EWQM\ M=X-$\/ZY91:MX8\-_';XV7WQP\ >)+3QC<:?<6B>+!\/? UA;>'KN6>""RNK MNUELD^*/^"\?A32/^"R?_!/CX_\ PW_8"\20?'SXK?L!?M+?"GXF>)?"O@*2 MV\2Z%\4+^V^$>HZUJGA#X<:]HUY>Z'X^U>R^'_QA7Q!!9:#>7=W=>)/#.I> M[2WD\4S0V#?JU^S%_P %BO\ @GU\>OV9_#OQ\U+]J#X'_"!]+\*VDOQ?^''Q M8^)GA'X>?$+X)^-=*LE@\8^ _'O@WQ9JND>(M)U?PYKEOJ&D6KOIAM?$2VT- M]X=FU2RO;.:8M]^UK?=_7_ \K_X)U?\%-O'G[;]W^UQ^R!\7_!?AW]E;_@H M_P#L@7FJ^!_BMX3T];OXE?"U[G5X+_3? OQX^%UMJ=_X;UCQE\-KS4UT_6KG MPEJNKV&I6^G:CXG>(POA7Q#K6AV&L1WNA^--.UOP_8_X(Z>!?%O[57_ M 5H_P""EW_!:ZS\.:]\/OV1_C9X+T/]G[]F37/&.CWW@^3XY>#?!=I\*]+U MOXW:;I6N0Z?JR9^SY^R#^R# M_P %8_A9_P %M?V4/B=XQ\$>)H_%W_!63X]_%+X5^+/!7B7POXE\;_#;68/@ M-^S3H7A7XX^ [>QU2:>YTFTU=[OP[J-Y&\7A[Q9ITFO^"-0O_+N[V. T_!?? MI?\ 7\TN@'Z*?M"?%+_@H G_ 4U^''[(GP@_:A^"GPY^%WQL_9Q^,/[0OAZ MX\3_ +)EU\2/%/P_/P9\4_!GP'<>#;G5U_:"\%VGC"'Q;J/Q(U3Q*==DTOP_ M-H$>GVFAQZ9JJRR:G&5^+G_!)[XE?MPZ-_P6;^$W["O_ 4$T.35/CG^P5^P M9^U'\._#7Q\;4=0U"+]I3X'^-OB[^SEJ'PE^(T=UJ%K$^MR6VC^&+[1)O%;7 M$FL:PUH--\;VEI\1?#_C&6\*-5II]R_R_KH!_:C7C'Q _9P_9Y^+&O1^*?BG M\!O@Q\2_$\.DPZ!%XC^('PN\#^,M>BT*WN;J\M]%CU?Q%H>I:@FDP7=]>W4. MG+<"SBN;RZG2%9;B9G]GK\0/V]/VJ_VB/AC??\%,- ^%WQ6/P_G^#/[''[%' MCSX-ZRGA#P=XDD^&WQ&^.'QM_:7\ ^,O'"Z=K^D74/BIKG2?!'@\IX>\2RWN MB!O#^RP@T^;4M1N9Q7>WE^:_4#]6_AS^SK^S[\'KZXU3X1_ KX-_"W4[N)K> M[U'X<_##P3X(OKJ!\;X;B[\,Z'IEQ-$V!NCDD9#@94X%0>/_ -FO]G/XKZ^/ M%?Q2^ /P4^)7BE=/L](7Q+X_^%?@7QCKZZ5I]Q/>6&F#6/$6@ZCJ(T^QN[FY MNK.R%S]FMKBXGGAC2661F_&!?VP/VW/C+\:OBY^RKX+\4:-\+/VN?@3^PE\7 M/%?C'X9Z?X9\/:IX2U_]I_X;?&WX6I\'/B;X:NO&.B7>IS? /]JGX?7=U_PB MRMJ-T_AKPSXX\3^&=7EM/BO\--6GTK(^*O\ P4'^-WQW_9N_:3_:X_9=\<^) M/"7P7T"__8!^ WP:TKP_:_"<>+=6^,GQ@^.WP8G_ &I+JWU[XF>'=7\,:5XM M\+>$_C?X6_9KLD\722^#O OQ6\'?%&;7+"/4](DGTU\K_KSM_G\[.P'] /BG MPEX5\<^&M;\%^-O#/A_QAX.\2Z7=Z'XC\)^*=%T[Q!X:\0:+?PM;7VCZWH6K M6UWI>JZ7>V[M!=Z??VL]I<0LT4T+H2IU++3[#3;"TTK3K&SL-+L+.#3['3;* MVAM;"RL+6%+:UL;2S@2.WMK.VMXT@@MH8TAAA1(HT5%"C\3?B-XZ_:_\!?L^ M^#;+1_B5\8/!WQ>^+/[4W@;X:VO@[]HKXN_L+R_'3QW\.E\'^(_$WBKP3^RI MXW^'G@J+]G+2_C#XKL]'OM1\/Z7\9(KR\N=!\&>.4T2XT3Q#>>$-1'A_Q-^/ MW[0=U^Q7\7/B'X1_:]_:=\"?&+]F3]LWX4_LT>,=!\8_#+]E/1?'?AZV^+OQ MR_9:\+ZAX"^,&H^'/"/QD^#_ ,6O%?A#X9_&BXU3P3\6_@UJ/@C1=2@\4Z); M^-?"MYXY\,>(Q<)*_P#7I_F!^UWA7]D[]ECP+X@T?Q;X)_9H_9_\'>*O#UU- M>Z!XF\*_!KX=>'O$&AWMS#/;W%WH^LZ1X#?AMXJTG2-,TWPL MGA'XB7/BNZT.75/#$FI/\CS_ +:G_!0'5OAAXOD\4>,_&^@?$KQ[_P %2/@# M\-O#'PT^'>B_ 7P5\3/A=^SG^T/^R+X._:.\,?LXZ7XC^,/A:Z^'D7C[PCIO MBO1X_%WCCXBVMQJMQXHA\4:9::E!:/I%M$[/\OQ_'MM?H!_19\2/@'\"OC)= MZ9?_ !>^"OPE^*M]HEI>Z?HU[\2/AQX.\D6&I-$^HV6F7'B?1M4FL+2_> M"%[VVM7BANFAB:=)#&A':V/@SP?ID7A6#3?"?AK3X/ FG?V1X(AL="TNTB\& MZ3_9L.C?V7X5CM[6-/#VG?V1;P:5]BT@6=M_9L$-CY7V6-(E_%;X\?$S]O#X M9_"_]B'1?@GXS\?L_^&-/^'W@;2/BK&VU27Q*^K?\31M=DNFU1M1_TTW1N?WM M;'CW]FO]G3XJZ^WBOXH? 'X*?$CQ0^F6^BOXD\>_"OP+XPU]]&M)+B6UTEM8 M\0Z#J.HMIEM+=W4EO8&Y-K#)>#?A]J MUEX6NYQ>:9I6I>$)HKQ8A;:M-?HY8?!&K_\ !0_]IOQ=\3/V)OA#X>\5:+X- M\9?![]J/X8_L_P#_ 4M6W\.^'KZ/Q=\2_&7BCQY\)_"OPU\*1ZI87#^$]&^ M*.G^ O%'[4UI>:+;V&NZ;\+]5^"R6NHPZ=X];[2)-VMWM^7^8'[1^#/V2/V4 M_AQXCT[QA\//V8_V>_ ?B[1WDETGQ3X,^"_PX\+^(]+DFADMI9-.UO0_#5CJ M=D\MO--!(]M=1,\,LD3$H[*;OC;]EO\ 9D^)?B+4_%_Q'_9S^!'Q \6:W#96 M^L^*/&WPB^'_ (J\1:O;Z;:1:?IT&IZWKOAZ_P!2OX;"PAALK**[N94M;2** MV@6.&-$'Y"? O_@I_J_Q _X*-WO@K4/B+<:C^R_\;/B+\8_V7/@;X3D^%>N: M-X?\+?%/]G/38+_3/BA:_'2Z\(Z?X5\'/#^FWYM+E?EGMC M<>3,O$B,.*XZ7]AS]BFXC6&?]C[]EN:)'>1(I?V?OA-)&DDC,TDBH_A)E5Y& M9F=@ S,S%B237Y/?"_\ X*F^(O%7_!0/Q+X;'C.]\4?LV?%/QK\%=.;5O&7BR-;W[)_P"UM\6M1\0?\$T_B)\5?VD_BK\0&_X* M)>"IM:UOP=9_#_\ 9>N?V;-/^)&L_!+XB?&'4?@O\+8O#WBOPG^T]\+M?_9W ME\":AX<\6^)/$VC?&;0-92TC\-_$6ZTKXB>(K74_"A9K5W7W_+\MO0#]L_AO M\(/A-\'-*O-"^$/PN^'?PKT34+S^T=0T;X;^"?#7@?2K[4!$D OKS3_#&F:7 M:7-YY$:0_:IH7G\I$CW[% 'F?CC]C?\ 9#^)WCB#XG?$G]E;]F_XA?$FVF@N M+;XA>./@=\,?%GCBWGM6#VTT'BS7O"]_KT4UNRJT$B:@KPLH,;*0#7Y&_P#! M.WXX?M>_&#X*V'[0_P 8/&?[3&JP7?PB^,OC>T\1^(/%W[$#?L^^*]=T2Y\4 M:9X=M] ^&OPY\$V?[0N@V]I!:QZKH\'B:\M!:76@R1^*)KQ;A;.^^.I?^"H? M[9S?L%?"WP,/BGH\?[;O@O1/@9^T%\=_C._@;P7!:>*?V//'7_"E/'?@OXBZ M3X(?1E\(:/K'QRG^-WA7]G 2:?HCV5GXQ\"_'_7/#HL[KP1#):'*_+>W]>G_ M P']74NFZ=-ITFCS:?93:3-9/ILNERVL$FG2Z=) ;5["2R>,VSV3VQ-N]JT M1@: F$QF,E:\I^'/[.W[/WP>U6ZU[X2? KX.?"W7+[2O["O=9^'/PQ\$^"-5 MO-$^UPW_ /8UUJ/AG1-,O+C2OMUO;WG]GRS/:?:X(;CR?.B1U_*:V^)O[5?Q M+_;_ /VK?AWIGBK]IP_!CX-_M!_ GX?:'-\(/&O[$/A+X:>!/#'B;]FG]GKX MH>*[;QSX<^,G@S5?COXNG?Q#X_\ $GB/5K_PC>7LEWH.JVV@>%/)U72F@C^2 M_C=_P4@_:V^!OAK_ (*!ZOXM\>:8/ %U^U/\2O@5^R!\5[;P=X_'T;:)=Z'XFL?C3X2UWQ!XH^#/C/Q)927J>-=&\;?#;Q'JL^IZ M[\);>]5FW;T?WV_S _I&N/ O@B[\9Z;\1[OP;X5N?B'HV@:EX3T?QY<>'M(F M\9Z3X6UF]LM2U?PUIOBB2S;7+'0-5U'3=.O]2T:UOHM.OKVPLKJZMI9[6"2, MK\K_ !QH/QXU_P#X*4I^S]I?[:W[2G@GX5^+?V3O'G[1J^%O"FF_LRF3PWXO MTSXX^"/ .FZ%X)M;3P59:!XEOXH].UN_US5Y+R.SN;G7YFBD28 MHMYK\>MO+S _7JOPV_;L_P"1F_X*5?\ 9HG[!'_K07[2U%%.._W?^E(#Z+@_ MY3/ZI_VC!T#_ -:L\25^6OQR_P"5?']KS_LXC]IC_P!>B>+:**/M+_MW\D!^ M*?[-_P#R@R_X*D?]E.^ O_IVTBOVA_8D_P"5>OX'_P#99?@7_P"M_?#&BBK> M_P#V^OR0'VI_P4,_Y*9^V'_VC,\'?^M%^/Z_/'_@MQ_R;/\ \% ?^TBO[*__ M *Q=\$Z**2Z?+_W&!D_\$5_^39/V"_\ M)_\>_\ U@_XOU]V1?\ )N'_ <, M?]EC_:<_]87^"M%%2OL_XO\ Y$#[]_;V_P"47CFBBFM_E'\X@? MBC_P5=_Y3L^*?^RL?LB?^JY^"]?O)^T[_P H_P#_ (*7?]I'M%_]:5_9>HHJ CND?1?G$#]*K[_E)YX8_[,-\=_P#K0?PZHHHK-[_)?D@/_]D! end GRAPHIC 6 img_78f8082eb3824.jpg GRAPHIC begin 644 img_78f8082eb3824.jpg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end GRAPHIC 7 img_897dada9f6ad4.jpg GRAPHIC begin 644 img_897dada9f6ad4.jpg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end GRAPHIC 8 img_a679992e89574.jpg GRAPHIC begin 644 img_a679992e89574.jpg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end GRAPHIC 9 img_d78beb8800514.jpg GRAPHIC begin 644 img_d78beb8800514.jpg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end