0000846800-19-000014.txt : 20190809 0000846800-19-000014.hdr.sgml : 20190809 20190809105541 ACCESSION NUMBER: 0000846800-19-000014 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20190630 FILED AS OF DATE: 20190809 DATE AS OF CHANGE: 20190809 EFFECTIVENESS DATE: 20190809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BNY MELLON STOCK INDEX FUND, INC. CENTRAL INDEX KEY: 0000846800 IRS NUMBER: 133537664 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05719 FILM NUMBER: 191011836 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 STOCK INDEX FUND, INC. DATE OF NAME CHANGE: 20181030 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS STOCK INDEX FUND INC DATE OF NAME CHANGE: 20020514 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS LIFE & ANNUITY INDEX FUND INC DATE OF NAME CHANGE: 19920703 0000846800 S000001911 BNY Mellon Stock Index Fund, Inc. C000005028 BNY Mellon Stock Index Fund, Inc. - Initial Shares C000005029 BNY Mellon Stock Index Fund, Inc. - Service Shares N-CSRS 1 lp1763.htm SEMI-ANNUAL REPORT lp1763.htm - Generated by SEC Publisher for SEC Filing

 

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number

811-05719

 

 

 

BNY Mellon Stock Index Fund, Inc.

 

 

(Exact name of Registrant as specified in charter)

 

 

 

 

 

 

c/o BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, New York  10286

 

 

(Address of principal executive offices)        (Zip code)

 

 

 

 

 

Bennett A. MacDougall, Esq.

240 Greenwich Street

New York, New York  10286

 

 

(Name and address of agent for service)

 

 

Registrant's telephone number, including area code: 

(212) 922-6400

 

 

Date of fiscal year end:

 

12/31

 

Date of reporting period:

06/30/19

 

             

 

 

 

 

 


 

FORM N-CSR

Item 1.          Reports to Stockholders.

 


 

BNY Mellon Stock Index Fund, Inc.

 

SEMIANNUAL REPORT

June 30, 2019

 

 

 

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

 

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

 

Contents

THE FUND

FOR MORE INFORMATION

 

Back Cover

 

       
 


BNY Mellon Stock Index Fund, Inc.

 

The Fund

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

Dear Shareholder:

We are pleased to present this semiannual report for BNY Mellon Stock Index Fund, Inc. (formerly, Dreyfus Stock Index Fund, Inc.), covering the six-month period from January 1, 2019 through June 30, 2019. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

U.S. equity markets experienced a rally during the first several months of 2019, which was a welcome reprieve after the volatility observed in the fourth quarter of 2018. The recovery was stoked by comments made by the U.S. Federal Reserve (the “Fed”), indicating its willingness to slow the pace of interest-rate increases. Supportive central bank policy, a robust labor market, strong corporate fundamentals, and optimism regarding a possible resolution of the U.S.-China trade dispute buoyed the markets for much of the reporting period. However, in May, escalating trade tensions once again disrupted equity market progress, causing stock prices to pull back. The dip was short-lived, as markets rose once again in June. To end the period, the S&P 500 Index posted its best return for the first half of the year since 1997.

Fixed-income markets also benefited during the six months. Supportive policies from the Fed, as well as other global central banks, coupled with falling rates throughout the first half of the year, led to strong bond market returns. During its May meeting, the Fed reiterated its patient stance regarding future rate hikes and its willingness to take action to support economic growth rates.

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

Thank you for your continued confidence and support.

Sincerely,

Renee LaRoche-Morris
President
BNY Mellon Investment Adviser, Inc.
July 15, 2019

2

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from January 1, 2019 through June 30, 2019, as provided by Thomas J. Durante, CFA, Karen Q. Wong, CFA, and Richard A. Brown, CFA, Portfolio Managers

Market and Fund Performance Overview

For the six-month period ended June 30, 2019, BNY Mellon Stock Index Fund, Inc.’s (formerly, Dreyfus Stock Index Fund, Inc.) Initial Shares produced a total return of 18.41%, and its Service Shares produced a total return of 18.25%.1 In comparison, the S&P 500® Index (the “Index”), the fund’s benchmark, produced a total return of 18.53% for the same period.2,3  

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

The Fund’s Investment Approach

The fund seeks to match the total return of the Index. To pursue its goal, the fund generally is fully invested in stocks included in the Index. The fund generally invests in all 500 stocks in the Index in proportion to their weighting in the Index. The fund may also use stock index futures contracts whose performance is tied to the Index or invest in exchange-traded funds, typically when the fund’s available cash balances cannot otherwise be efficiently or effectively invested directly.

Markets Pivot on Central Bank Statements and Trade Policy

Equities rallied during much of the reporting period, recovering from the lows reached at the end of 2018. Talk of a potential trade deal between the U.S. and China helped fuel investor optimism, as did the European Central Bank’s (ECB) announcement that it would provide additional stimulus to support the eurozone economy. China also revealed plans to stoke its slowing economic growth rate. At its first meeting of the year, the U.S. Federal Reserve (the “Fed”) emphasized its focus on data as a primary driver for interest-rate-hike decisions, and its ability to suspend additional rate increases when the data is not supportive. A strong first-quarter corporate reporting season also worked to stoke investor risk appetites.

However, a challenging period soon ensued during the month of May. Renewed trade disputes between the U.S. and China caused equity markets to pull back. Investors became concerned about the negative effects decreased trade may have on economic growth. During its meeting in early May, the Fed reiterated its patient stance regarding future rate hikes and its willingness to take action to support economic growth rates. The ECB also indicated its intention to continue with further monetary easing. In the United Kingdom, continued political turmoil surrounding Brexit, and the resignation of Prime Minister Theresa May, was broadly shrugged off by investors as markets reversed course in June and rallied through the end of the period.

In this environment, large-cap stocks generally outperformed their mid- and small-cap counterparts.

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

Technology Companies Lead U.S. Large-Cap Markets

During the six-month period, the Index posted its best first half of the year performance in over 20 years. All sectors within the Index posted positive returns. A main theme continues to be the moderate growth environment encouraging companies to cut costs by shifting towards automation, a trend that heavily benefits technology companies. Information technology was the best-performing sector in the Index, led by software companies, particularly those which provide programs that aid in process automation. Companies that provide products that help companies utilize cloud technology are also benefiting from the theme of businesses migrating their operations to cloud-based technology. Semiconductors and semiconductor equipment companies also fared well during the six months. The financials sector was also a standout performer. Banks benefited from the low-rate environment and low loan default rates. Many U.S. banks also passed federal stress tests, as did insurance companies, another well-performing industry in the sector. Insurers benefited from low numbers of claims associated with natural disasters and catastrophic events during the period. In addition, operational costs for many insurers have been trending downward due to the adoption of automation. Share prices were bolstered by dividend increases and buybacks. The consumer discretionary sector benefited from healthy consumer purchasing activity. The low cost of borrowing, coupled with rising wages, is encouraging consumers to shop, visit restaurants, and improve their homes. Home-improvement retailer Home Depot benefited from these trends during the period and enjoyed a rising stock price. In general, Internet retailers also performed well during the six months.

Some sectors lagged the broader market during the period. In the utilities sector, some companies suffered, due to cost increases associated with building out their safety and cybersecurity infrastructures. In addition, health care providers also tended to lag the broader market. Ongoing discussion over drug price restrictions and health care reform provided a headwind for the stock prices of many health care providers over the first half of the year. Lastly, brick-and-mortar retail companies, such as Macy’s, Kohl’s and Nordstrom, experienced falling stock prices during the period, as the consumer trend toward online shopping continues to eat away at foot traffic through malls and sales revenues at these stores.

4

 

Replicating the Performance of the Index

Although we do not actively manage the fund’s investments in response to macroeconomic trends, it is worth noting that the U.S. economy continues to be supported by a strong labor market and sound corporate balance sheets. However, the market’s currently constructive conditions could be undermined by unexpected political and economic developments. As always, we have continued to monitor the factors considered by the fund’s investments.

July 15, 2019

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

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

3 “Standard & Poor’sÒ,” “S&PÒ,” “Standard & Poor’s 500Ô,”and “S&P 500Ò” are trademarks of Standard & Poor’s Financial Services LLC (“Standard & Poor’s”) and have been licensed for use by the fund. The fund is not sponsored, endorsed, sold, or promoted by Standard & Poor’s, and Standard & Poor’s does not make any representation regarding the advisability of investing in the fund.

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

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

5

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

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

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Stock Index Fund, Inc. from January 1, 2019 to June 30, 2019. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

                 

Expenses and Value of a $1,000 Investment

assuming actual returns for the six months ended June 30, 2019

         

Initial Shares

Service Shares

Expenses paid per $1,000

       

$1.46

$2.81

Ending value (after expenses)

       

$1,184,.10

$1,182,.50

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

Using the SEC’s method to compare expenses

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

                 

Expenses and Value of a $1,000 Investment

assuming a hypothetical 5% annualized return for the six months ended June 30, 2019

         

Initial Shares

Service Shares

Expenses paid per $1,000

       

$1.35

$2.61

Ending value (after expenses)

       

$1,023.46

$1,022.22

 Expenses are equal to the fund’s annualized expense ratio of .27% for Initial shares and .52% for Service shares, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

6

 

STATEMENT OF INVESTMENTS

June 30, 2019 (Unaudited)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3%

         

Automobiles & Components - .5%

         

Aptiv

     

26,382

 

2,132,457

 

BorgWarner

     

20,613

 

865,334

 

Ford Motor

     

399,345

 

4,085,299

 

General Motors

     

133,026

 

5,125,492

 

Harley-Davidson

     

16,106

a

577,078

 
       

12,785,660

 

Banks - 5.4%

         

Bank of America

     

895,367

 

25,965,643

 

BB&T

     

77,324

a

3,798,928

 

Citigroup

     

233,933

 

16,382,328

 

Citizens Financial Group

     

47,504

 

1,679,741

 

Comerica

     

15,063

 

1,094,176

 

Fifth Third Bancorp

     

74,667

 

2,083,209

 

First Republic Bank

     

16,523

 

1,613,471

 

Huntington Bancshares

     

110,045

 

1,520,822

 

JPMorgan Chase & Co.

     

328,626

 

36,740,387

 

KeyCorp

     

104,497

 

1,854,822

 

M&T Bank

     

13,616

 

2,315,673

 

People's United Financial

     

39,728

 

666,636

 

Regions Financial

     

104,078

 

1,554,925

 

SunTrust Banks

     

45,949

 

2,887,895

 

SVB Financial Group

     

5,357

b

1,203,129

 

The PNC Financial Services Group

     

46,190

 

6,340,963

 

U.S. Bancorp

     

151,014

 

7,913,134

 

Wells Fargo & Co.

     

409,361

 

19,370,963

 

Zions Bancorp

     

19,057

a

876,241

 
       

135,863,086

 

Capital Goods - 6.6%

         

3M

     

58,230

 

10,093,588

 

A.O. Smith

     

15,160

 

714,946

 

Allegion

     

9,212

 

1,018,387

 

AMETEK

     

22,877

 

2,078,147

 

Arconic

     

42,781

 

1,104,605

 

Caterpillar

     

57,702

 

7,864,206

 

Cummins

     

14,943

 

2,560,334

 

Deere & Co.

     

32,152

 

5,327,908

 

Dover

     

15,307

 

1,533,761

 

Eaton

     

43,606

 

3,631,508

 

Emerson Electric

     

62,814

 

4,190,950

 

Fastenal

     

58,153

 

1,895,206

 

Flowserve

     

14,158

 

745,985

 

7

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Capital Goods - 6.6% (continued)

         

Fortive

     

29,852

 

2,433,535

 

Fortune Brands Home & Security

     

13,765

 

786,394

 

General Dynamics

     

27,863

 

5,066,051

 

General Electric

     

888,980

 

9,334,290

 

Honeywell International

     

73,578

 

12,845,983

 

Huntington Ingalls Industries

     

4,250

 

955,145

 

Illinois Tool Works

     

30,751

 

4,637,558

 

Ingersoll-Rand

     

24,595

 

3,115,449

 

Jacobs Engineering Group

     

11,495

 

970,063

 

Johnson Controls International

     

79,724

 

3,293,398

 

L3 Technologies

     

7,897

 

1,936,108

 

L3Harris Technologies

     

12,143

a

2,296,606

 

Lockheed Martin

     

25,035

 

9,101,224

 

Masco

     

28,749

 

1,128,111

 

Northrop Grumman

     

17,417

 

5,627,607

 

PACCAR

     

35,764

 

2,562,848

 

Parker-Hannifin

     

13,334

 

2,266,913

 

Pentair

     

16,616

 

618,115

 

Quanta Services

     

14,273

 

545,086

 

Raytheon

     

28,033

 

4,874,378

 

Rockwell Automation

     

12,205

 

1,999,545

 

Roper Technologies

     

10,459

 

3,830,713

 

Snap-on

     

5,623

a

931,394

 

Stanley Black & Decker

     

15,394

 

2,226,126

 

Textron

     

24,568

 

1,303,087

 

The Boeing

     

52,960

 

19,277,970

 

TransDigm Group

     

4,958

b

2,398,680

 

United Rentals

     

7,668

b

1,017,007

 

United Technologies

     

82,317

 

10,717,673

 

W.W. Grainger

     

4,691

a

1,258,267

 

Wabtec

     

16,194

a

1,162,081

 

Xylem

     

17,770

 

1,486,283

 
       

164,763,219

 

Commercial & Professional Services - .8%

         

Cintas

     

8,742

b

2,074,389

 

Copart

     

20,545

b

1,535,533

 

Equifax

     

12,074

 

1,632,888

 

IHS Markit

     

36,149

b

2,303,414

 

Nielsen Holdings

     

34,257

 

774,208

 

Republic Services

     

22,444

 

1,944,548

 

Robert Half International

     

13,004

 

741,358

 

Rollins

     

14,563

a

522,375

 

Verisk Analytics

     

16,775

 

2,456,867

 

8

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Commercial & Professional Services - .8% (continued)

         

Waste Management

     

40,002

 

4,615,031

 
       

18,600,611

 

Consumer Durables & Apparel - 1.1%

         

Capri Holdings

     

14,633

b

507,472

 

D.R. Horton

     

33,474

 

1,443,734

 

Garmin

     

12,261

 

978,428

 

Hanesbrands

     

35,839

a

617,148

 

Hasbro

     

11,398

a

1,204,541

 

Leggett & Platt

     

14,198

a

544,777

 

Lennar, Cl. A

     

29,729

 

1,440,667

 

Mohawk Industries

     

6,246

b

921,098

 

Newell Brands

     

42,692

a

658,311

 

NIKE, Cl. B

     

126,982

 

10,660,139

 

PulteGroup

     

26,140

 

826,547

 

PVH

     

8,083

 

764,975

 

Ralph Lauren

     

5,297

 

601,686

 

Tapestry

     

28,171

 

893,866

 

Under Armour, Cl. A

     

17,823

b

451,813

 

Under Armour, Cl. C

     

17,930

b

398,046

 

VF

     

33,034

 

2,885,520

 

Whirlpool

     

6,531

 

929,753

 
       

26,728,521

 

Consumer Services - 1.9%

         

Carnival

     

40,090

 

1,866,190

 

Chipotle Mexican Grill

     

2,557

b

1,873,974

 

Darden Restaurants

     

12,800

 

1,558,144

 

H&R Block

     

21,576

a

632,177

 

Hilton Worldwide Holdings

     

29,103

 

2,844,527

 

Marriott International, Cl. A

     

27,739

 

3,891,504

 

McDonald's

     

77,242

 

16,040,074

 

MGM Resorts International

     

52,076

 

1,487,811

 

Norwegian Cruise Line Holdings

     

21,862

b

1,172,459

 

Royal Caribbean Cruises

     

17,491

 

2,120,084

 

Starbucks

     

122,361

 

10,257,523

 

Wynn Resorts

     

9,930

 

1,231,221

 

Yum! Brands

     

30,672

 

3,394,470

 
       

48,370,158

 

Diversified Financials - 5.1%

         

Affiliated Managers Group

     

5,630

 

518,748

 

American Express

     

69,126

 

8,532,913

 

Ameriprise Financial

     

13,858

 

2,011,627

 

Bank of New York Mellon

     

89,646

 

3,957,871

 

Berkshire Hathaway, Cl. B

     

196,333

b

41,852,306

 

9

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Diversified Financials - 5.1% (continued)

         

BlackRock

     

11,981

 

5,622,683

 

Capital One Financial

     

48,217

 

4,375,211

 

CBOE Global Markets

     

11,080

 

1,148,220

 

CME Group

     

36,491

 

7,083,268

 

Discover Financial Services

     

32,320

 

2,507,709

 

E*TRADE Financial

     

23,924

 

1,067,010

 

Franklin Resources

     

30,004

a

1,044,139

 

Goldman Sachs Group

     

34,779

 

7,115,783

 

Intercontinental Exchange

     

57,745

 

4,962,605

 

Invesco

     

42,531

 

870,184

 

Jefferies Financial Group

     

28,096

 

540,286

 

MarketAxess Holdings

     

3,429

 

1,102,149

 

Moody's

     

17,057

 

3,331,403

 

Morgan Stanley

     

128,739

 

5,640,056

 

MSCI

     

8,627

 

2,060,041

 

Nasdaq

     

11,813

 

1,136,056

 

Northern Trust

     

22,790

 

2,051,100

 

Raymond James Financial

     

13,131

 

1,110,226

 

S&P Global

     

24,784

 

5,645,547

 

State Street

     

38,742

 

2,171,877

 

Synchrony Financial

     

65,115

 

2,257,537

 

T. Rowe Price Group

     

24,095

 

2,643,462

 

The Charles Schwab

     

120,312

 

4,835,339

 
       

127,195,356

 

Energy - 5.0%

         

Anadarko Petroleum

     

50,357

 

3,553,190

 

Apache

     

38,574

 

1,117,489

 

Baker Hughes, a GE Company

     

51,036

a

1,257,017

 

Cabot Oil & Gas

     

43,406

 

996,602

 

Chevron

     

192,871

 

24,000,867

 

Cimarex Energy

     

9,234

 

547,853

 

Concho Resources

     

20,419

 

2,106,832

 

ConocoPhillips

     

113,962

 

6,951,682

 

Devon Energy

     

40,687

 

1,160,393

 

Diamondback Energy

     

15,427

 

1,681,080

 

EOG Resources

     

58,860

 

5,483,398

 

Exxon Mobil

     

428,585

 

32,842,469

 

Halliburton

     

87,715

 

1,994,639

 

Helmerich & Payne

     

10,541

 

533,585

 

Hess

     

25,077

 

1,594,145

 

HollyFrontier

     

16,005

 

740,711

 

Kinder Morgan

     

197,001

 

4,113,381

 

Marathon Oil

     

87,331

 

1,240,974

 

10

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Energy - 5.0% (continued)

         

Marathon Petroleum

     

67,851

 

3,791,514

 

National Oilwell Varco

     

38,742

 

861,235

 

Noble Energy

     

49,242

a

1,103,021

 

Occidental Petroleum

     

76,531

 

3,847,979

 

ONEOK

     

41,717

 

2,870,547

 

Phillips 66

     

42,688

 

3,993,036

 

Pioneer Natural Resources

     

17,224

 

2,650,085

 

Schlumberger

     

139,813

 

5,556,169

 

TechnipFMC

     

44,597

a

1,156,846

 

The Williams

     

123,300

 

3,457,332

 

Valero Energy

     

43,095

 

3,689,363

 
       

124,893,434

 

Food & Staples Retailing - 1.5%

         

Costco Wholesale

     

44,694

 

11,810,836

 

Sysco

     

48,778

 

3,449,580

 

The Kroger

     

81,481

 

1,768,953

 

Walgreens Boots Alliance

     

79,577

 

4,350,475

 

Walmart

     

141,505

 

15,634,887

 
       

37,014,731

 

Food, Beverage & Tobacco - 3.8%

         

Altria Group

     

190,388

 

9,014,872

 

Archer-Daniels-Midland

     

57,113

 

2,330,210

 

Brown-Forman, Cl. B

     

16,431

a

910,770

 

Campbell Soup

     

19,707

 

789,660

 

Conagra Brands

     

49,293

 

1,307,250

 

Constellation Brands, Cl. A

     

16,745

 

3,297,760

 

General Mills

     

60,258

 

3,164,750

 

Hershey

     

14,321

 

1,919,444

 

Hormel Foods

     

27,932

a

1,132,363

 

J.M. Smucker

     

11,555

 

1,331,020

 

Kellogg

     

25,818

 

1,383,070

 

Kraft Heinz

     

61,985

 

1,924,014

 

Lamb Weston Holdings

     

14,622

 

926,450

 

McCormick & Co.

     

12,252

a

1,899,183

 

Molson Coors Brewing, Cl. B

     

18,831

 

1,054,536

 

Mondelez International, Cl. A

     

145,366

 

7,835,227

 

Monster Beverage

     

39,532

b

2,523,328

 

PepsiCo

     

141,871

 

18,603,544

 

Philip Morris International

     

157,273

 

12,350,649

 

The Coca-Cola

     

388,624

 

19,788,734

 

Tyson Foods, Cl. A

     

29,627

 

2,392,084

 
       

95,878,918

 

11

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Health Care Equipment & Services - 6.3%

         

Abbott Laboratories

     

178,448

 

15,007,477

 

ABIOMED

     

4,572

b

1,190,960

 

Align Technology

     

7,306

b

1,999,652

 

AmerisourceBergen

     

15,914

 

1,356,828

 

Anthem

     

26,034

 

7,347,055

 

Baxter International

     

48,630

 

3,982,797

 

Becton Dickinson and Co

     

27,292

 

6,877,857

 

Boston Scientific

     

140,616

b

6,043,676

 

Cardinal Health

     

30,243

 

1,424,445

 

Centene

     

41,713

b

2,187,430

 

Cerner

     

33,551

 

2,459,288

 

Cigna

     

38,691

 

6,095,767

 

Cooper

     

4,946

 

1,666,258

 

CVS Health

     

132,385

 

7,213,659

 

Danaher

     

64,242

 

9,181,467

 

DaVita

     

13,202

b

742,745

 

Dentsply Sirona

     

23,772

 

1,387,334

 

Edwards Lifesciences

     

21,054

b

3,889,516

 

HCA Healthcare

     

26,944

 

3,642,021

 

Henry Schein

     

15,223

a,b

1,064,088

 

Hologic

     

28,124

b

1,350,514

 

Humana

     

13,775

 

3,654,508

 

IDEXX Laboratories

     

8,842

b

2,434,468

 

Intuitive Surgical

     

11,768

b

6,172,904

 

Laboratory Corporation of America Holdings

     

9,755

b

1,686,640

 

McKesson

     

19,463

 

2,615,633

 

Medtronic

     

136,239

 

13,268,316

 

Quest Diagnostics

     

13,479

 

1,372,297

 

ResMed

     

14,589

 

1,780,296

 

Stryker

     

31,552

 

6,486,460

 

Teleflex

     

4,629

 

1,532,893

 

UnitedHealth Group

     

96,221

 

23,478,886

 

Universal Health Services, Cl. B

     

8,463

 

1,103,491

 

Varian Medical Systems

     

9,543

b

1,299,089

 

WellCare Health Plans

     

5,083

b

1,449,011

 

Zimmer Biomet Holdings

     

20,843

 

2,454,055

 
       

156,899,781

 

Household & Personal Products - 1.9%

         

Church & Dwight

     

24,746

 

1,807,943

 

Colgate-Palmolive

     

87,533

 

6,273,490

 

Coty, Cl. A

     

32,518

a

435,741

 

Kimberly-Clark

     

34,698

 

4,624,549

 

12

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Household & Personal Products - 1.9% (continued)

         

The Clorox

     

13,009

 

1,991,808

 

The Estee Lauder, Cl. A

     

22,240

 

4,072,366

 

The Procter & Gamble

     

254,032

 

27,854,609

 
       

47,060,506

 

Insurance - 2.5%

         

Aflac

     

74,881

 

4,104,227

 

Allstate

     

33,394

 

3,395,836

 

American International Group

     

88,740

 

4,728,067

 

Aon

     

24,229

 

4,675,712

 

Arthur J. Gallagher & Co.

     

18,797

 

1,646,429

 

Assurant

     

6,173

 

656,684

 

Chubb

     

46,360

 

6,828,364

 

Cincinnati Financial

     

15,117

 

1,567,179

 

Everest Re Group

     

4,223

 

1,043,841

 

Hartford Financial Services Group

     

36,763

 

2,048,434

 

Lincoln National

     

20,933

 

1,349,132

 

Loews

     

27,140

 

1,483,744

 

Marsh & McLennan Cos.

     

52,094

 

5,196,377

 

MetLife

     

97,534

 

4,844,514

 

Principal Financial Group

     

26,928

 

1,559,670

 

Prudential Financial

     

40,775

 

4,118,275

 

The Progressive

     

59,470

 

4,753,437

 

Torchmark

     

10,159

 

908,824

 

Travelers Cos

     

26,711

 

3,993,829

 

Unum Group

     

22,646

 

759,773

 

Willis Towers Watson

     

13,169

 

2,522,390

 
       

62,184,738

 

Materials - 2.8%

         

Air Products & Chemicals

     

22,334

 

5,055,748

 

Albemarle

     

10,672

a

751,416

 

Amcor

     

164,517

a,b

1,890,300

 

Avery Dennison

     

8,582

 

992,766

 

Ball

     

34,131

 

2,388,829

 

Celanese

     

12,463

 

1,343,511

 

CF Industries Holdings

     

21,578

 

1,007,908

 

Corteva

     

76,479

 

2,261,484

 

Dow

     

76,480

 

3,771,229

 

DuPont de Nemours

     

76,479

 

5,741,279

 

Eastman Chemical

     

14,432

 

1,123,243

 

Ecolab

     

25,579

 

5,050,318

 

FMC

     

13,260

 

1,099,917

 

Freeport-McMoRan

     

147,514

 

1,712,638

 

International Flavors & Fragrances

     

9,993

a

1,449,884

 

13

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Materials - 2.8% (continued)

         

International Paper

     

39,359

 

1,705,032

 

Linde

     

54,850

 

11,013,880

 

LyondellBasell Industries, Cl. A

     

31,057

 

2,674,939

 

Martin Marietta Materials

     

6,216

 

1,430,364

 

Mosaic

     

35,495

 

888,440

 

Newmont Goldcorp

     

83,254

 

3,202,781

 

Nucor

     

32,098

 

1,768,600

 

Packaging Corporation of America

     

9,691

 

923,746

 

PPG Industries

     

24,274

 

2,833,019

 

Sealed Air

     

15,252

 

652,481

 

The Sherwin-Williams

     

8,351

 

3,827,180

 

Vulcan Materials

     

13,352

 

1,833,363

 

WestRock

     

26,287

 

958,687

 
       

69,352,982

 

Media & Entertainment - 8.1%

         

Activision Blizzard

     

77,988

 

3,681,034

 

Alphabet, Cl. A

     

30,332

b

32,843,490

 

Alphabet, Cl. C

     

31,045

b

33,556,851

 

CBS, Cl. B

     

35,159

 

1,754,434

 

Charter Communications, Cl. A

     

17,345

b

6,854,397

 

Comcast, Cl. A

     

458,439

 

19,382,801

 

Discovery, Cl. A

     

15,098

b

463,509

 

Discovery, Cl. C

     

36,657

b

1,042,892

 

DISH Network, Cl. A

     

23,109

b

887,617

 

Electronic Arts

     

30,668

b

3,105,442

 

Facebook, Cl. A

     

243,451

b

46,986,043

 

Fox, Cl. A

     

35,406

 

1,297,276

 

Fox, Cl. B

     

16,653

 

608,334

 

Interpublic Group of Companies

     

37,488

 

846,854

 

Netflix

     

44,234

b

16,248,033

 

News Corp., Cl. A

     

38,201

 

515,332

 

News Corp., Cl. B

     

10,342

 

144,374

 

Omnicom Group

     

22,211

a

1,820,191

 

Take-Two Interactive Software

     

11,597

b

1,316,607

 

The Walt Disney

     

176,758

 

24,682,487

 

TripAdvisor

     

10,970

b

507,801

 

Twitter

     

73,160

b

2,553,284

 

Viacom, Cl. B

     

35,670

 

1,065,463

 
       

202,164,546

 

Pharmaceuticals Biotechnology & Life Sciences - 7.8%

         

AbbVie

     

150,143

 

10,918,399

 

Agilent Technologies

     

32,246

 

2,407,809

 

Alexion Pharmaceuticals

     

22,818

b

2,988,702

 

14

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Pharmaceuticals Biotechnology & Life Sciences - 7.8% (continued)

         

Allergan

     

31,536

 

5,280,073

 

Amgen

     

61,642

 

11,359,388

 

Biogen

     

19,496

b

4,559,530

 

Bristol-Myers Squibb

     

165,706

 

7,514,767

 

Celgene

     

71,886

b

6,645,142

 

Eli Lilly & Co.

     

87,285

 

9,670,305

 

Gilead Sciences

     

128,380

 

8,673,353

 

Illumina

     

14,974

b

5,512,678

 

Incyte

     

17,778

b

1,510,419

 

IQVIA Holdings

     

15,751

b

2,534,336

 

Johnson & Johnson

     

268,989

 

37,464,788

 

Merck & Co.

     

260,647

 

21,855,251

 

Mettler-Toledo International

     

2,578

b

2,165,520

 

Mylan

     

51,098

b

972,906

 

Nektar Therapeutics

     

17,548

a,b

624,358

 

PerkinElmer

     

10,931

a

1,053,093

 

Perrigo

     

12,316

a

586,488

 

Pfizer

     

562,136

 

24,351,732

 

Regeneron Pharmaceuticals

     

8,005

b

2,505,565

 

Thermo Fisher Scientific

     

40,431

 

11,873,776

 

Vertex Pharmaceuticals

     

25,915

b

4,752,293

 

Waters

     

7,307

b

1,572,759

 

Zoetis

     

48,562

 

5,511,301

 
       

194,864,731

 

Real Estate - 3.0%

         

Alexandria Real Estate Equities

     

11,389

c

1,606,874

 

American Tower

     

45,084

c

9,217,424

 

Apartment Investment & Management, Cl. A

     

15,459

c

774,805

 

AvalonBay Communities

     

14,040

c

2,852,647

 

Boston Properties

     

15,726

c

2,028,654

 

CBRE Group, Cl. A

     

32,222

b

1,652,989

 

Crown Castle International

     

41,996

c

5,474,179

 

Digital Realty Trust

     

20,805

c

2,450,621

 

Duke Realty

     

36,518

c

1,154,334

 

Equinix

     

8,564

c

4,318,740

 

Equity Residential

     

37,541

c

2,850,113

 

Essex Property Trust

     

6,725

c

1,963,229

 

Extra Space Storage

     

12,944

c

1,373,358

 

Federal Realty Investment Trust

     

7,389

c

951,408

 

HCP

     

47,279

c

1,511,982

 

Host Hotels & Resorts

     

75,301

c

1,371,984

 

15

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Real Estate - 3.0% (continued)

         

Iron Mountain

     

28,452

a,c

890,548

 

Kimco Realty

     

42,587

c

787,008

 

Macerich

     

11,124

c

372,543

 

Mid-America Apartment Communities

     

11,534

c

1,358,244

 

Prologis

     

63,954

c

5,122,715

 

Public Storage

     

15,213

c

3,623,280

 

Realty Income

     

31,987

c

2,206,143

 

Regency Centers

     

17,209

c

1,148,529

 

SBA Communications

     

11,397

b,c

2,562,501

 

Simon Property Group

     

31,359

c

5,009,914

 

SL Green Realty

     

9,089

c

730,483

 

UDR

     

27,827

c

1,249,154

 

Ventas

     

37,498

c

2,562,988

 

Vornado Realty Trust

     

17,760

c

1,138,416

 

Welltower

     

41,112

c

3,351,861

 

Weyerhaeuser

     

76,017

c

2,002,288

 
       

75,669,956

 

Retailing - 6.6%

         

Advance Auto Parts

     

7,281

 

1,122,293

 

Amazon.com

     

41,921

b

79,382,863

 

AutoZone

     

2,452

b

2,695,900

 

Best Buy

     

23,787

 

1,658,668

 

Booking Holdings

     

4,369

b

8,190,608

 

CarMax

     

17,129

a,b

1,487,311

 

Dollar General

     

26,451

 

3,575,117

 

Dollar Tree

     

24,188

b

2,597,549

 

eBay

     

84,103

 

3,322,069

 

Expedia Group

     

12,248

 

1,629,351

 

Foot Locker

     

11,709

a

490,841

 

Gap

     

20,531

a

368,942

 

Genuine Parts

     

14,337

 

1,485,026

 

Home Depot

     

111,394

 

23,166,610

 

Kohl's

     

16,415

a

780,533

 

L Brands

     

22,212

 

579,733

 

LKQ

     

30,854

b

821,025

 

Lowe's

     

78,999

 

7,971,789

 

Macy's

     

31,483

 

675,625

 

Nordstrom

     

11,990

a

382,001

 

O'Reilly Automotive

     

8,087

b

2,986,691

 

Ross Stores

     

37,888

 

3,755,459

 

Target

     

51,501

 

4,460,502

 

The TJX Cos

     

123,982

 

6,556,168

 

Tiffany & Co.

     

10,586

a

991,273

 

16

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Retailing - 6.6% (continued)

         

Tractor Supply

     

12,007

 

1,306,362

 

Ulta Beauty

     

5,648

b

1,959,235

 
       

164,399,544

 

Semiconductors & Semiconductor Equipment - 3.7%

         

Advanced Micro Devices

     

90,219

a,b

2,739,951

 

Analog Devices

     

37,735

 

4,259,149

 

Applied Materials

     

93,999

 

4,221,495

 

Broadcom

     

40,003

 

11,515,264

 

Intel

     

453,207

 

21,695,019

 

KLA-Tencor

     

16,686

 

1,972,285

 

Lam Research

     

15,358

 

2,884,847

 

Maxim Integrated Products

     

27,763

 

1,660,783

 

Microchip Technology

     

24,202

a

2,098,313

 

Micron Technology

     

113,399

b

4,376,067

 

NVIDIA

     

62,100

 

10,198,683

 

Qorvo

     

11,469

b

763,950

 

Qualcomm

     

123,863

 

9,422,258

 

Skyworks Solutions

     

17,819

 

1,376,874

 

Texas Instruments

     

95,611

 

10,972,318

 

Xilinx

     

25,657

 

3,025,473

 
       

93,182,729

 

Software & Services - 12.0%

         

Accenture, Cl. A

     

64,474

 

11,912,861

 

Adobe

     

49,354

b

14,542,156

 

Akamai Technologies

     

16,704

b

1,338,659

 

Alliance Data Systems

     

4,940

 

692,242

 

ANSYS

     

8,799

b

1,802,211

 

Autodesk

     

22,331

b

3,637,720

 

Automatic Data Processing

     

44,219

 

7,310,727

 

Broadridge Financial Solutions

     

12,011

 

1,533,564

 

Cadence Design Systems

     

28,362

b

2,008,313

 

Citrix Systems

     

13,222

 

1,297,607

 

Cognizant Technology Solutions, Cl. A

     

57,950

 

3,673,451

 

DXC Technology

     

27,446

 

1,513,647

 

Fidelity National Information Services

     

32,815

a

4,025,744

 

Fiserv

     

40,406

a,b

3,683,411

 

FleetCor Technologies

     

8,768

b

2,462,493

 

Fortinet

     

14,462

b

1,111,115

 

Gartner

     

9,218

b

1,483,545

 

Global Payments

     

16,232

 

2,599,230

 

International Business Machines

     

89,635

 

12,360,667

 

Intuit

     

26,288

 

6,869,843

 

Jack Henry & Associates

     

7,712

 

1,032,791

 

17

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Software & Services - 12.0% (continued)

         

Mastercard, Cl. A

     

91,001

 

24,072,495

 

Microsoft

     

776,846

 

104,066,290

 

Oracle

     

245,391

 

13,979,925

 

Paychex

     

32,294

 

2,657,473

 

PayPal Holdings

     

118,816

b

13,599,679

 

Red Hat

     

18,050

b

3,389,068

 

salesforce.com

     

79,107

b

12,002,905

 

Symantec

     

62,440

 

1,358,694

 

Synopsys

     

15,342

b

1,974,362

 

Total System Services

     

16,974

 

2,177,255

 

VeriSign

     

10,915

b

2,282,981

 

Visa, Cl. A

     

176,134

a

30,568,056

 

Western Union

     

46,532

a

925,521

 
       

299,946,701

 

Technology Hardware & Equipment - 5.6%

         

Amphenol, Cl. A

     

30,125

 

2,890,193

 

Apple

     

443,092

 

87,696,769

 

Arista Networks

     

5,231

b

1,358,072

 

Cisco Systems

     

433,442

 

23,722,281

 

Corning

     

81,329

 

2,702,563

 

F5 Networks

     

6,366

b

927,081

 

FLIR Systems

     

13,692

 

740,737

 

Hewlett Packard Enterprise

     

133,167

 

1,990,847

 

HP

     

154,235

 

3,206,546

 

IPG Photonics

     

3,803

a,b

586,613

 

Juniper Networks

     

35,060

 

933,648

 

Keysight Technologies

     

18,716

b

1,680,884

 

Motorola Solutions

     

16,748

 

2,792,394

 

NetApp

     

25,575

 

1,577,978

 

Seagate Technology

     

24,710

a

1,164,335

 

TE Connectivity

     

33,746

 

3,232,192

 

Western Digital

     

29,860

 

1,419,843

 

Xerox

     

18,679

 

661,423

 
       

139,284,399

 

Telecommunication Services - 2.0%

         

AT&T

     

738,917

 

24,761,109

 

CenturyLink

     

97,554

a

1,147,235

 

Verizon Communications

     

418,747

 

23,923,016

 
       

49,831,360

 

Transportation - 2.0%

         

Alaska Air Group

     

12,408

 

792,995

 

American Airlines Group

     

42,184

 

1,375,620

 

CH Robinson Worldwide

     

13,646

a

1,151,040

 

18

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.3% (continued)

         

Transportation - 2.0% (continued)

         

CSX

     

77,447

 

5,992,074

 

Delta Air Lines

     

61,082

 

3,466,404

 

Expeditors International of Washington

     

17,181

 

1,303,351

 

FedEx

     

24,338

 

3,996,056

 

J.B. Hunt Transport Services

     

8,691

 

794,444

 

Kansas City Southern

     

9,910

 

1,207,236

 

Norfolk Southern

     

26,768

 

5,335,665

 

Southwest Airlines

     

48,793

 

2,477,709

 

Union Pacific

     

71,549

 

12,099,651

 

United Airlines Holdings

     

22,674

b

1,985,109

 

United Parcel Service, Cl. B

     

71,090

 

7,341,464

 
       

49,318,818

 

Utilities - 3.3%

         

AES

     

63,923

 

1,071,349

 

Alliant Energy

     

22,963

 

1,127,024

 

Ameren

     

24,680

 

1,853,715

 

American Electric Power

     

50,247

 

4,422,238

 

American Water Works

     

18,026

 

2,091,016

 

Atmos Energy

     

11,747

 

1,240,013

 

CenterPoint Energy

     

49,992

 

1,431,271

 

CMS Energy

     

28,563

 

1,654,083

 

Consolidated Edison

     

33,221

 

2,912,817

 

Dominion Energy

     

81,778

 

6,323,075

 

DTE Energy

     

18,632

 

2,382,660

 

Duke Energy

     

73,632

 

6,497,288

 

Edison International

     

32,765

 

2,208,689

 

Entergy

     

19,183

 

1,974,506

 

Evergy

     

24,106

 

1,449,976

 

Eversource Energy

     

32,395

 

2,454,245

 

Exelon

     

98,360

 

4,715,378

 

FirstEnergy

     

51,320

 

2,197,009

 

NextEra Energy

     

48,854

 

10,008,230

 

NiSource

     

36,879

 

1,062,115

 

NRG Energy

     

28,783

 

1,010,859

 

Pinnacle West Capital

     

11,265

 

1,059,924

 

PPL

     

73,437

 

2,277,281

 

Public Service Enterprise Group

     

50,926

 

2,995,467

 

Sempra Energy

     

27,904

 

3,835,126

 

Southern

     

106,109

 

5,865,706

 

WEC Energy Group

     

32,110

 

2,677,011

 

Xcel Energy

     

51,769

 

3,079,738

 
       

81,877,809

 

Total Common Stocks (cost $804,062,092)

     

2,478,132,294

 

19

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

               
 

Description

     

Principal Amount ($)

 

Value ($)

 

Short-Term Investments - .0%

         

U.S. Treasury Bill - .0%

         

2.24%, 9/12/19
(cost $975,510)

     

980,000

d,e

975,906

 
   

1-Day
Yield (%)

 

Shares

     

Investment Companies - .7%

         

Registered Investment Companies - .7%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $17,553,772)

 

2.29

 

17,553,772

f

17,553,772

 

Total Investments (cost $822,591,374)

 

100.0%

 

2,496,661,972

 

Cash and Receivables (Net)

 

.0%

 

336,817

 

Net Assets

 

100.0%

 

2,496,998,789

 

a Security, or portion thereof, on loan. At June 30, 2019, the value of the fund’s securities on loan was $79,846,319 and the value of the collateral held by the fund was $80,707,417, consisting of U.S. Government & Agency securities.

b Non-income producing security.

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

d Held by a counterparty for open exchange traded derivative contracts.

e Security is a discount security. Income is recognized through the accretion of discount.

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

   

Portfolio Summary (Unaudited)

Value (%)

Information Technology

21.3

Health Care

14.1

Financials

13.0

Consumer Discretionary

10.1

Communication Services

10.1

Industrials

9.3

Consumer Staples

7.2

Energy

5.0

Utilities

3.3

Real Estate

3.0

Materials

2.8

Investment Companies

.7

Government

.1

 

100.0

 Based on net assets.

See notes to financial statements.

20

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS (Unaudited)

             

Investment Companies

Value
12/31/18($)

Purchases($)

Sales($)

Value
6/30/19($)

Net
Assets(%)

Dividends/
Distributions($)

Registered Investment Companies:

Dreyfus Institutional Preferred Government Plus Money Market Fund

44,784,965

144,299,672

171,530,864

17,553,772

.7

211,760

Investment of Cash Collateral for Securities Loaded:

Dreyfus Institutional Preferred Government Plus Money Market Fund

528,028

24,326,114

24,854,142

-

-

-

Total

45,312,993

168,625,786

196,385,006

17,553,772

.7

211,760

 Effective January 2, 2019, cash collateral for securities lending was transferred from Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares to Dreyfus Institutional Preferred Government Plus Money Market Fund.

See notes to financial statements.

21

 

STATEMENT OF FUTURES

June 30, 2019 (Unaudited)

             

Description

Number of
Contracts

Expiration

Notional
Value ($)

Value ($)

Unrealized (Depreciation) ($)

 

Futures Long

   

Standard & Poor's 500 E-mini

133

9/19

19,618,078

19,578,930

(39,148)

 

Gross Unrealized Depreciation

 

(39,148)

 

See notes to financial statements.

22

 

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2019 (Unaudited)

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $79,846,319)—Note 1(b):

 

 

 

Unaffiliated issuers

805,037,602

 

2,479,108,200

 

Affiliated issuers

 

17,553,772

 

17,553,772

 

Dividends, interest and securities lending income receivable

 

2,100,475

 

Receivable for shares of Common Stock subscribed

 

487,260

 

Receivable for futures variation margin—Note 4

 

93,159

 

Cash collateral held by broker—Note 4

 

307

 

Prepaid expenses

 

 

 

 

44,310

 

 

 

 

 

 

2,499,387,483

 

Liabilities ($):

 

 

 

 

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

 

543,998

 

Payable for investment securities purchased

 

1,102,149

 

Payable for shares of Common Stock redeemed

 

517,144

 

Directors fees and expenses payable

 

24,238

 

Interest payable—Note 2

 

1,698

 

Accrued expenses

 

 

 

 

199,467

 

 

 

 

 

 

2,388,694

 

Net Assets ($)

 

 

2,496,998,789

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

779,449,111

 

Total distributable earnings (loss)

 

 

 

 

1,717,549,678

 

Net Assets ($)

 

 

2,496,998,789

 

       

Net Asset Value Per Share

Initial Shares

Service Shares

 

Net Assets ($)

2,305,796,486

191,202,303

 

Shares Outstanding

42,255,779

3,499,199

 

Net Asset Value Per Share ($)

54.57

54.64

 

 

 

 

 

See notes to financial statements.

 

 

 

23

 

STATEMENT OF OPERATIONS

Six Months Ended June 30, 2019 (Unaudited)

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends:

 

Unaffiliated issuers

 

 

24,950,912

 

Affiliated issuers

 

 

211,760

 

Income from securities lending—Note 1(b)

 

 

77,249

 

Interest

 

 

14,366

 

Total Income

 

 

25,254,287

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

2,980,906

 

Distribution fees—Note 3(b)

 

 

233,339

 

Directors’ fees and expenses—Note 3(d)

 

 

105,681

 

Prospectus and shareholders’ reports

 

 

60,425

 

Professional fees

 

 

44,913

 

Loan commitment fees—Note 2

 

 

32,703

 

Shareholder servicing costs—Note 3(c)

 

 

3,444

 

Interest expense—Note 2

 

 

1,819

 

Miscellaneous

 

 

52,373

 

Total Expenses

 

 

3,515,603

 

Investment Income—Net

 

 

21,738,684

 

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

 

 

Net realized gain (loss) on investments

70,981,296

 

Net realized gain (loss) on futures

4,545,731

 

Net Realized Gain (Loss)

 

 

75,527,027

 

Net unrealized appreciation (depreciation) on investments

 

 

310,889,890

 

Net unrealized appreciation (depreciation) on futures

 

 

(111,984)

 

Net Unrealized Appreciation (Depreciation)

 

 

310,777,906

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

386,304,933

 

Net Increase in Net Assets Resulting from Operations

 

408,043,617

 

 

 

 

 

 

 

 

See notes to financial statements.

         

24

 

STATEMENT OF CHANGES IN NET ASSETS

                   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended
June 30, 2019 (Unaudited)

 

Year Ended
December 31, 2018

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

21,738,684

 

 

 

41,509,061

 

Net realized gain (loss) on investments

 

75,527,027

 

 

 

129,615,672

 

Net unrealized appreciation (depreciation)
on investments

 

310,777,906

 

 

 

(268,012,379)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

408,043,617

 

 

 

(96,887,646)

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Initial Shares

 

 

(136,395,060)

 

 

 

(91,983,099)

 

Service Shares

 

 

(11,173,971)

 

 

 

(7,398,303)

 

Total Distributions

 

 

(147,569,031)

 

 

 

(99,381,402)

 

Capital Stock Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Initial Shares

 

 

115,607,074

 

 

 

330,404,029

 

Service Shares

 

 

3,551,194

 

 

 

6,256,745

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Initial Shares

 

 

136,395,060

 

 

 

91,983,099

 

Service Shares

 

 

11,173,971

 

 

 

7,398,303

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Initial Shares

 

 

(276,257,561)

 

 

 

(496,870,696)

 

Service Shares

 

 

(15,854,637)

 

 

 

(34,698,540)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

(25,384,899)

 

 

 

(95,527,060)

 

Total Increase (Decrease) in Net Assets

235,089,687

 

 

 

(291,796,108)

 

Net Assets ($):

 

Beginning of Period

 

 

2,261,909,102

 

 

 

2,553,705,210

 

End of Period

 

 

2,496,998,789

 

 

 

2,261,909,102

 

Capital Share Transactions (Shares):

 

Initial Shares

 

 

 

 

 

 

 

 

Shares sold

 

 

2,172,546

 

 

 

6,237,412

 

Shares issued for distributions reinvested

 

 

2,588,430

 

 

 

1,769,164

 

Shares redeemed

 

 

(5,163,776)

 

 

 

(9,197,291)

 

Net Increase (Decrease) in Shares Outstanding

(402,800)

 

 

 

(1,190,715)

 

Service Shares

 

 

 

 

 

 

 

 

Shares sold

 

 

68,807

 

 

 

115,243

 

Shares issued for distributions reinvested

 

 

211,846

 

 

 

142,206

 

Shares redeemed

 

 

(296,959)

 

 

 

(640,906)

 

Net Increase (Decrease) in Shares Outstanding

(16,306)

 

 

 

(383,457)

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

               

25

 

FINANCIAL HIGHLIGHTS

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

             
     

Six Months Ended

 
 

June 30, 2019

Year Ended December 31,

Initial Shares

(Unaudited)

2018

2017

2016

2015

2014

Per Share Data ($):

           

Net asset value,
beginning of period

48.98

53.48

45.86

43.42

44.99

40.84

Investment Operations:

           

Investment income—neta

.48

.89

.85

.83

.80

.74

Net realized and unrealized
gain (loss) on investments

8.41

(3.27)

8.79

4.04

(.32)

4.65

Total from
Investment Operations

8.89

(2.38)

9.64

4.87

.48

5.39

Distributions:

           

Dividends from
investment income—net

(.47)

(.90)

(.85)

(.88)

(.81)

(.75)

Dividends from net realized
gain on investments

(2.83)

(1.22)

(1.17)

(1.55)

(1.24)

(.49)

Total Distributions

(3.30)

(2.12)

(2.02)

(2.43)

(2.05)

(1.24)

Net asset value, end of period

54.57

48.98

53.48

45.86

43.42

44.99

Total Return (%)

18.41b

(4.63)

21.53

11.71

1.11

13.42

Ratios/Supplemental Data (%):

         

Ratio of total expenses
to average net assets

.27c

.27

.27

.27

.27

.27

Ratio of net expenses
to average net assets

.27c

.27

.27

.27

.27

.27

Ratio of net investment income
to average net assets

1.81c

1.65

1.71

1.91

1.81

1.76

Portfolio Turnover Rate

1.05b

3.69

2.90

3.87

3.74

1.59

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

2,305,796

2,089,485

2,344,944

2,001,468

1,880,694

1,955,325

a Based on average shares outstanding.

b Not annualized.

c Annualized.

See notes to financial statements.

26

 

             
     
 

Six Months Ended

 
 

June 30, 2019

Year Ended December 31,

Service Shares

(Unaudited)

2018

2017

2016

2015

2014

Per Share Data ($):

           

Net asset value,
beginning of period

49.05

53.54

45.91

43.47

45.03

40.89

Investment Operations:

           

Investment income—neta

.41

.76

.72

.72

.69

.64

Net realized and unrealized
gain (loss) on investments

8.41

(3.27)

8.81

4.04

(.31)

4.63

Total from
Investment Operations

8.82

(2.51)

9.53

4.76

.38

5.27

Distributions:

           

Dividends from
investment income—net

(.40)

(.76)

(.73)

(.77)

(.70)

(.64)

Dividends from net realized
gain on investments

(2.83)

(1.22)

(1.17)

(1.55)

(1.24)

(.49)

Total Distributions

(3.23)

(1.98)

(1.90)

(2.32)

(1.94)

(1.13)

Net asset value, end of period

54.64

49.05

53.54

45.91

43.47

45.03

Total Return (%)

18.25b

(4.85)

21.22

11.44

.86

13.10

Ratios/Supplemental Data (%):

           

Ratio of total expenses
to average net assets

.52c

.52

.52

.52

.52

.52

Ratio of net expenses
to average net assets

.52c

.52

.52

.52

.52

.52

Ratio of net investment income
to average net assets

1.56c

1.40

1.46

1.66

1.56

1.50

Portfolio Turnover Rate

1.05b

3.69

2.90

3.87

3.74

1.59

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

191,202

172,424

208,762

200,670

203,044

234,542

a Based on average shares outstanding.

b Not annualized.

c Annualized.

See notes to financial statements.

27

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1—Significant Accounting Policies:

BNY Mellon Stock Index Fund, Inc. (the “fund”) is registered under the Investment Company Act of 1940, as amended (the “Act”), is a non-diversified open-end management investment company. The fund is only offered to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. The fund’s investment objective is to seek to match the total return of the S&P 500® Index. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Effective January 2, 2019, BNY Mellon Asset Management North America Corporation, a wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser which serves as the fund’s index manager, was renamed Mellon Investments Corporation (the “Index Manager”).

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

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares, which are sold without a sales charge. The fund is authorized to issue 400 million shares of $.001 par value Common Stock in each of the following classes of shares: Initial shares (250 million shares authorized) and Service shares (150 million shares authorized). Initial shares are subject to a Shareholder Services Plan fee and Service shares are subject to a Distribution Plan fee. Each class of shares has identical rights and privileges, except with respect to the Distribution Plan, Shareholder Services Plan and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

28

 

registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

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

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

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

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

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

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

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

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

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

Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which

29

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

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

Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. U.S. Treasury Bills are valued at the mean price between quoted bid prices and asked prices by an independent pricing service (the “Service”) approved by the fund’s Board of Directors (the “Board”). These securities are generally categorized within Level 2 of the fair value hierarchy.

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

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

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

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

Futures, which are traded on an exchange, are valued at the last sales price on the securities exchange on which such securities are primarily traded or

30

 

at the last sales price on the national securities market on each business day and are generally categorized within Level 1 of the fair value hierarchy.

The following is a summary of the inputs used as of June 30, 2019 in valuing the fund’s investments:

         

 

Level 1 -
Unadjusted
Quoted Prices

Level 2 – Other
Significant
Observable
Inputs

Level 3 -
Significant
Unobservable
Inputs

Total

Assets ($)

       

Investment in Securities:

Equity Securities-
Common Stocks

2,478,132,294

-

-

2,478,132,294

Investment Companies

17,553,772

-

-

17,553,772

U.S. Treasury

-

975,906

-

975,906

Liabilities ($)

Other Financial Instruments:

Futures††

(39,148)

-

-

(39,148)

 See Statement of Investments for additional detailed categorizations.

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

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

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

31

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended June 30, 2019, The Bank of New York Mellon earned $18,403 from lending portfolio securities, pursuant to the securities lending agreement.

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

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

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

As of and during the period ended June 30, 2019, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended June 30, 2019, the fund did not incur any interest or penalties.

Each tax year in the three-year period ended December 31, 2018 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 December 31, 2018 was as follows: ordinary income $45,258,635 and long-term capital gains $54,122,767. The tax character of current year distributions will be determined at the end of the current fiscal year.

(f) New Accounting Pronouncements: Effective June 1, 2019, the fund adopted Accounting Standards Update 2018-13, Fair Value Measurement

32

 

(Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The update provides guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $1.030 billion unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by The Bank of New York Mellon (the “BNYM Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $830 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is in amount equal to $200 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.

The average amount of borrowings outstanding under the Facilities during the period ended June 30, 2019 was approximately $111,100 with a related weighted average annualized interest rate of 3.30%.

NOTE 3—Management Fee, Index-Management Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement (the “Agreement”) with the Adviser, the management fee is computed at the annual rate of .245% of the value of the fund’s average daily net assets and is payable monthly.

Pursuant to an index-management agreement (the “Index Agreement”), the Adviser has agreed to pay the Index Manager a monthly index-management fee at the annual rate of .095% of the value of the fund’s average daily net assets. Pursuant to the Index Agreement, the Index Manager pays the Custodian for its services to the fund.

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

33

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

payments to Participating Insurance Companies and to brokers and dealers acting as principal underwriter for their variable insurance products. The fees payable under the Distribution Plan are payable without regard to actual expenses incurred. During the period ended June 30, 2019, Service shares were charged $233,339 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Initial shares reimburse the Distributor at an amount not to exceed an annual rate of .25% of the value of its average daily net assets for certain allocated expenses with respect to servicing and/or maintaining Initial shares’ shareholder accounts. During the period ended June 30, 2019, Initial shares were charged 2,650 pursuant to the Shareholder Services Plan.

The fund has an arrangement with the transfer agent whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency fees. The fund had an arrangement with the custodian to receive earnings credits when positive cash balances were maintained, which were used to offset custody fees. Effective February 1, 2019, the arrangement with the custodian changed whereby the fund will no longer receive earnings credits to offset its custody fees and will receive interest income or overdraft fees going forward. For financial reporting purposes, the fund includes net earnings credits, if any, as an expense offset in the Statement of Operations.

The fund compensates BNY Mellon Transfer, Inc., a wholly-owned subsidiary of the Adviser, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended June 30, 2019, the fund was charged $660 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations.

During the period ended June 30, 2019, the fund was charged $4,090 for services performed by the Chief Compliance Officer and his staff. These fees are included in Miscellaneous 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 $498,987, Distribution Plan fees $38,674, shareholder service fees $1,000, Chief Compliance Officer fees $2,347 and transfer agency fees $2,990.

(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.

34

 

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and futures, during the period ended June 30, 2019, amounted to $25,323,242 and $147,386,190, respectively.

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. Each type of derivative instrument that was held by the fund during the period ended June 30, 2019 is discussed below.

Futures: In the normal course of pursuing its investment objective, the fund is exposed to market risk, including equity price risk, as a result of changes in value of underlying financial instruments. The fund invests in futures in order to manage its exposure to or protect against changes in the market. A futures contract represents a commitment for the future purchase or a sale of an asset at a specified date. Upon entering into such contracts, these investments require initial margin deposits with a counterparty, which consist of cash or cash equivalents. The amount of these deposits is determined by the exchange or Board of Trade on which the contract is traded and is subject to change. Accordingly, variation margin payments are received or made to reflect daily unrealized gains or losses which are recorded in the Statement of Operations. When the contracts are closed, the fund recognizes a realized gain or loss which is reflected in the Statement of Operations. There is minimal counterparty credit risk to the fund with futures since they are exchange traded, and the exchange guarantees the futures against default. Futures open at June 30, 2019 are set forth in the Statement of Futures.

The following summarizes the average market value of derivatives outstanding during the period ended June 30, 2019:

     

 

 

Average Market Value ($)

Equity futures

 

25,804,433

 

 

 

At June 30, 2019, accumulated net unrealized appreciation on investments inclusive of derivative contracts was $1,674,031,450, consisting of $1,708,999,100 gross unrealized appreciation and $34,967,650 gross unrealized depreciation.

At June 30, 2019, the cost of investments inclusive of derivative contracts for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).

35

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

NOTE 5—Pending Legal Matters:

The fund and many other entities have been named as defendants in numerous pending litigations as a result of their participation in the leveraged buyout transaction (“LBO”) of the Tribune Company (“Tribune”).

The State Law Cases: In 2008, approximately one year after the Tribune LBO concluded, Tribune filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code (the “Code”). Beginning in June 2011, Tribune creditors filed complaints in various courts, alleging that the payments made to shareholders in the LBO were “fraudulent conveyances” under state and/or federal law, and that the shareholders must return the payments they received for their shares (collectively, “the state law cases”). The state law cases were consolidated for pre-trial proceedings in the United States District Court for the Southern District of New York, under the caption In re Tribune Company Fraudulent Conveyance Litigation (S.D.N.Y. Nos. 11-md-2296 and 12-mc-2296 (RJS) (“Tribune MDL”)). On September 23, 2013, the Court dismissed 50 cases, including at least one case in which the fund was a defendant. On September 30, 2013, plaintiffs appealed the District Court’s decision to the U.S. Court of Appeals for the Second Circuit. On March 29, 2016, the Second Circuit affirmed the dismissal on the ground that the plaintiffs’ claims were preempted by section 546(e) of the Code, which exempts qualified transfers that were made “by or to (or for the benefit of) . . . a financial institution.” The fund is a registered investment company, which the Code defines as a “financial institution.”

On September 9, 2016, Plaintiffs filed a petition for certiorari to the U.S. Supreme Court. During the pendency of the plaintiffs’ cert. petition, the Supreme Court ruled in another case, Merit Management Group, LP v. FTI Consulting, Inc. (“Merit Management”), that Section 546(e) does not exempt qualified transfers from avoidance that merely passed through “financial institutions,” though it does exempt “financial institutions” themselves, like the fund.

On May 15, 2018, in response to the Merit Management decision, the Second Circuit issued an Order in the State Law Cases that “the mandate in this case is recalled in anticipation of further panel review.”

As of February 6, 2019, there has been no subsequent activity in the state law cases.

The FitzSimons Litigation: On November 1, 2010, a case now styled, Mark S. Kirchner, as Litigation Trustee for the Tribune Litigation Trust v. FitzSimons, et al., S.D.N.Y. No. 12-cv-2652 (RJS) was filed (“the FitzSimons Litigation”).

36

 

Among other things, the complaint sought recovery of alleged “fraudulent conveyances” from more than 5,000 Tribune shareholders (“Shareholder Defendants”), including the fund, that participated in the Tribune LBO. On May 23, 2014, the defendants filed a motion to dismiss, which the Court granted on January 9, 2017. The plaintiff then sought leave to file an interlocutory appeal. On February 23, 2017, the Court entered an order stating that it would permit the plaintiff to file an interlocutory appeal after the Court decided other pending motions.

Effective November 1, 2018, Judge Denise Cote was assigned to the case when Judge Richard Sullivan was elevated to the Second Circuit.

On November 30, 2018, the Court issued an Opinion and Order resolving the remaining motions by dismissing most, but not all, of the claims asserted against the individual defendants.

In January 2019, various state law claims asserted against certain individual defendants were dismissed.

Between February and early April 2019, plaintiffs and certain defendants attempted to resolve the dispute through mediation, but ultimately decided to await the Second Circuit’s review of its May 29, 2016 decision before attempting to negotiate a settlement.

On April 4, 2019, plaintiff filed a motion to amend the FitzSimons complaint to add a claim for constructive fraudulent transfer from defendants subject to clawback under the Bankruptcy Code. On April 10, 2019, the affected defendants opposed the motion.

On April 23, 2019, Judge Cote denied plaintiff’s motion to amend the complaint to add a new constructive fraudulent transfer claim because such amendment would be futile and would result in substantial prejudice to the shareholder defendants given that the only claim against the shareholder defendants in FitzSimons has been dismissed for over two years, subject to appeal. Judge Cote considered the amendment futile on the ground that constructive fraudulent transfer claims are barred by the safe harbor provision of Section 546(e), which defines “financial institution” to include, in certain circumstances, the customers of traditional financial institutions, including Tribune.

On July 12, 2019, the Trustee filed a notice of appeal to the Second Circuit from the April 23, 2019, decision denying leave to amend the complaint to add constructive fraudulent transfer claims. On July 15, 2019, the Trustee filed a corrected notice of appeal to remedy technical errors with the notice filed on July 12, 2019. The Second Circuit will issue a case management and scheduling order for the appeal in due course.

37

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

At this stage in the proceedings, management does not believe that a loss is probable and, in any event, is unable to reasonably estimate the possible loss that may result.

38

 

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND INDEX MANAGEMENT AGREEMENTS (Unaudited)

At a meeting of the fund’s Board of Directors held on March 12-13, 2019, the Board considered the renewal of the fund’s Management Agreement, pursuant to which the Adviser provides the fund with investment advisory and administrative services (the “Agreement”), and the Index Management Agreement (together, the “Agreements”), pursuant to which Mellon Investments Corporation (the “Index Manager”) provides day-to-day management of the fund’s investments. The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser and the Index Manager. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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

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

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended January 31, 2019, and (2) the fund’s actual and contractual management fees and total expenses with those of a group

39

 

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND INDEX MANAGEMENT AGREEMENTS (Unaudited) (continued)

of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds. The Board discussed with representatives of the Adviser, its affiliates and/or the Index Manager the results of the comparisons and considered that the fund’s total return performance was above the Performance Group and Performance Universe for all periods (highest in the Performance Group and ranking in the first quartile of the Performance Universe in all periods). The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

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

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

The Board considered the fee to the Index Manager in relation to the fee paid to the Adviser by the fund and the respective services provided by the Index Manager and the Adviser. The Board also took into consideration that the Index Manager’s fee is paid by the Adviser (out of its fee from the fund) and not 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 unreasonable, given the

40

 

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

The Board considered on the advice of its counsel the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by the Adviser and the Index Manager, including the nature, extent and quality of such services, supported the renewal of the Agreements 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. Since the Adviser, and not the fund, pays the Index Manager pursuant to the Index Management Agreement, the Board did not consider the Index Manager’s profitability to be relevant to its deliberations. 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 and the Index Manager from acting as investment adviser and index manager, respectively, and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreements. 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 and the Index Manager are adequate and appropriate.

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

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

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

41

 

INFORMATION ABOUT THE RENEWAL OF THE FUND'S MANAGEMENT AND INDEX MANAGEMENT AGREEMENTS (Unaudited) (continued)

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

42

 

NOTES

43

 

NOTES

44

 

NOTES

45

 

For More Information

BNY Mellon Stock Index Fund, Inc.

240 Greenwich Street
New York, NY 10286

Adviser

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

Index Manager

Mellon Investment Corporation
BNY Mellon Center
One Boston Place
Boston, MA 02108-4408

Custodian

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

Transfer Agent &
Dividend Disbursing Agent

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

Distributor

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


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

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

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

Internet Information can be viewed online or downloaded at www.bnymellonfundsim.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 http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

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 http://www.bnymellonfundsim.com and on the SEC’s website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-373-9387.

   

© 2019 BNY Mellon Securities Corporation
0763SA0619

 


 

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 second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

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

Not applicable.


 

Item 13.        Exhibits.

(a)(1)     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 Stock Index Fund, Inc.

By:         /s/ Renee LaRoche-Morris

              Renee LaRoche-Morris

              President (Principal Executive Officer)

 

Date:      August 8, 2019

 

 

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

 

By:         /s/ Renee LaRoche-Morris

              Renee LaRoche-Morris

              President (Principal Executive Officer)

 

Date:      August 8, 2019

 

 

By:         /s/ James Windels

              James Windels

              Treasurer (Principal Financial Officer)

 

Date:      August 8, 2019

 

 

 


 

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 exhibit302763.htm CERTIFICATION REQUIRED BY RULE 30A-2 exhibit302763.htm - Generated by SEC Publisher for SEC Filing

[EX-99.CERT]—Exhibit (a)(2)

SECTION 302 CERTIFICATION

 

I, Renee LaRoche-Morris, certify that:

1.  I have reviewed this report on Form N-CSR of BNY Mellon Stock Index Fund, Inc.;

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/ Renee LaRoche-Morris

                                                                                                     Renee LaRoche-Morris

                                                                                                     President (Principal Executive Officer)

                                                                                      Date:      August 8, 2019

1

 


 

SECTION 302 CERTIFICATION

I, James Windels, certify that:

1.  I have reviewed this report on Form N-CSR of BNY Mellon Stock Index Fund, Inc.;

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:      August 8, 2019

 

2

 

EX-99.906CERT 3 exhibit906763.htm CERTIFICATION REQUIRED BY SECTION 906 exhibit906763.htm - Generated by SEC Publisher for SEC Filing

[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/ Renee LaRoche-Morris

                                                                                                     Renee LaRoche-Morris

                                                                                                     President (Principal Executive Officer)

                                                                                      Date:      August 8, 2019

 

 

                                                                                      By:         /s/ James Windels

                                                                                                     James Windels

                                                                                                    Treasurer (Principal Financial Officer)

 

                                                                                      Date:      August 8, 2019

 

 

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.

 

 

1

 

GRAPHIC 5 x19080909304800.jpg begin 644 x19080909304800.jpg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x19080909304900.jpg begin 644 x19080909304900.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_VP!# @&!@<&!0@'!P<)"0@*#!0-# L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ 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#W^D9E1&=R M%51DDG ILTT5O!)/-(L<4:EW=S@*H&22?3%7R;0'/(5L%I,?[((] MZJZC<^--"TVXUR]O='N[>T0S7%A;VCQDQ*,OLE9S\P&2,K@X[5VJ(L:*B*%5 M1A5 P *Y3Q[.USI$7ARV)-[KC_9%52,I#UFD/^RJ9Y]64=Z .IBD2:%)4.4= M0RG'8T^H;62"6TADM71[=D!C9#E2O;!]*R/%.O/HMA%'9Q+<:M?2?9]/MC_R MTE(SEO1%&68]@/4B@!VH>*M,TW5X=-E,[S.R)(T,+.EN7(5!*PX3<2 ,]?I6 MW7 2:3%9KI?A.VG>ZU*XNX]3U6ZSAB$<.TKD?=WNJHH].G"FN]DD2*-I)'5$ M0%F9C@ #J2: '45Q_P#PDFN>(-W_ BFFP"RZ+JNIEEBD]XHU^:0?[1*@]LU M%9W_ (BTWQGIVC:CJMIJHO8)IYT@LO(-HJ@;7SO;*EOEP>3Z\&@#M:*** "B MBHVGB26.)Y4623.Q"P!;'7 [XH DHHHH ***Y?4_$6O6FNW-A9>%;J_A$4;6 M]PLJ1Q.QW;][L?E ^7@ GKQTH ZBFLZ)CXDM81_K)RSDE< M X7&,L1CO0!ZG16-<^(]"T:]M-(NM5@CO92D45N\FZ5B>%R.O..IXJYINKZ= MK,#SZ9?6]Y"DAC:2"0.H88R,CC/(_.@"[1110 4444 %%4K;3([74[Z_6>X> M2\\O?')*6C38N!L7HN>_J:NT )1110!R_BY1J=[HOAUFQ#J%PTMTN,B2WA7> MR'V9C&#Z@FNIZ# KF?%7FZ?=Z5XABMIKE-.>1+F*!2S^1(H#,JCDE65&P. MI/+'D]@.)\76NH>(4T[4-8@DL%N-0M;32=/9LR1%I5:2:0#@2>6K 'Y%W+['2HW2(?:KP2-$L&X1@%5#,SNV B*&7+GCD 9) H QVN?$?@C3Y(? M[/AUC1+128;D7BP3P0C^&0/A6VCC<&!( R,UC:1:^,O%&LS>)1!:Z-#=0K'8 MS77[^>VMCR=D0^57<_,68GC:,<54>/7_ !Y:W5[K>NVVF>%(-LBM%;A8KEU8 M'DR\O$"!RP4.>BXJ?3O$'BKQ*EWIDER]G;V=M]K^VV]L8;K4H"7"&-&R(\G8[EV^:MW%GXL\3>+]4@.CNMA-=+)?6LK" M.%PD:+%&\XSYBYRS)&#W&3G( .DL?%7B+Q+/]E$UAX6@>W%S"\B&XEF@P#YD M3';%MP1G()7N!D54C\9^'/"5K?S:''=^(9T=&U35'G&W)(5=\S<$\_*B @ G M %3:MX>EO/&/A6W\27JZK<3SSS-8I#MLX(DA;[L?.?G:,;G)SQTZ5+>_#B^U M@W.DWT]I;Z#)JCZBS6K-]HFW9"QD$;4"C:,C/W1C!YH ZBP\;Z!=^'[36+C4 MK:PAN$)*7DRQ,C#AD(;'*D$'Z4RP^(/A+5-3CTZRUZTENY3B./<1YA]%)&&_ M U#=^#=(TG0KU_#OA[2TU2.U<6CM;(6,@4[,LPR><2>>18X8D+N[' 50,D MGVQ7#^$IXO%7B>Z\3W4J;XH1%IEBQ_>6UL_/G.O56EVY'^P!6/KFE>+?'^M6 MNCZI#<:)X<:(SWD,#*SN,X2-I>07)&2J@A1C))(QHZ3:WG@:[U:PTSPC>WL5 MSV1?+1<2O(^X$,&R2#US0!M^)_'.G^&EG3R)KZZMXQ--;V^,Q1D MX#,S$ $GA5SN8D8!KIHWWQJ^UEW ':PY'L:\C\.6]L_C35;CQG>PV&H)J O( M-+F<"%F,:B.42L!YVU1M4#&TACC)S7KW44 9S^(-%C(#ZO8*2< -I%7N]04?OWC&=L%L#Q'$H/\ K",L2S =#79> M(_#D_B'6-#\Z:,:18SM=W$!!W3RKCRAZ;02Q.>N!6SJ.GV^JZ7.R:3H4VD7GB>33F;P[9R,-,LP[&35KAB8_.F.: (O#7C_Q)XBT8S6WA'S[M)3%)(M['';*5+*.R9B+A5.Q I;DEW!"\#((XKI;+1K/3 M-'_LS3T-M!M8 H?F#-G+9/)8DDY/>N9\+^$=4M(]*7Q!C1+%86UF&$> MX)L\Z3=RTF,@=EW'J3D %[PUXDU35]8U/3=2T>&SDL%B\R2"[\]-[C.PG8OS M 8)QGAAZUI6.OVVI:]J6EVJF0Z<(Q<3 C8)&R?+_ -X GTR!UKE].\(^)H5 MO]-DU:TL],N;Z:[DNK$/]MG\QRVTLWRQG!5=RY.% &.M4?%WAJS\,V5I<^'Y M[O1!/)'97-Q;3E((H^<33+@[B#\N_(.6&6Q0!W6LZ_I/A^U%SJU_!:1$X7S& MY<^BJ.6/L :MV5[;:C8P7MG,LUM<1B2*1>C*1D&O&-4\/1^&K>YU>P\91WVM M3YBM$BM8KBYN)6!"('D9W ).25(P!GM7;:%X2\4Z-HUA8P^+42*V@CB$+Z;& MX7:!D;@P)],T =O1110 M( <@#-%% '*/#/KGQ$BE>&5-.T&)BCNI437"1DC/K)[5J:MX5T37;^UO=4T^.[FM01$)22@!(/*9VMR >0:UZ* .>? MPJM[KG]HZO?27\,$@>QL60)!;$=&VC[[CG#-TSP!UJ_:Z+';^(=0UEIGDGNX MHH K#B*./<0H^K.Q/UK2HH 6H;N=K6SFG6WEN&C0L(80"[X[+D@9/N14M% ' M+^&-)U"74+KQ-KT*0ZK>1K#%:JVX65N#D1[N[$_,Q'&< <"NII** %HI** % MHI** &2P13KMFB210 GRAPHIC 7 x19080909305600.jpg begin 644 x19080909305600.jpg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end