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Form N-CSRS BNY MELLON INDEX FUNDS, For: Apr 30

June 23, 2021 4:57 PM EDT

 

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 811-05883
   
  BNY Mellon Index Funds, 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:

 

10/31  
Date of reporting period:

04/30/2021

 

 
             

 

 

 

 
 

 

FORM N-CSR

Item 1.Reports to Stockholders.

 

BNY Mellon International Stock Index Fund

 

SEMIANNUAL REPORT

April 30, 2021

 

 

 

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

 

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

 

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

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Understanding Your Fund’s Expenses

4

Comparing Your Fund’s Expenses
With Those of Other Funds

4

Statement of Investments

5

Statement of Investments
in Affiliated Issuers

30

Statement of Futures

31

Statement of Assets and Liabilities

32

Statement of Operations

33

Statement of Changes in Net Assets

34

Financial Highlights

35

Notes to Financial Statements

37

Information About the Renewal of
the Fund’s Management Agreement

47

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from November 1, 2020 through April 30, 2021, as provided by Thomas J. Durante, CFA, David France, CFA, Todd Frysinger, CFA, Vlasta Sheremeta, CFA, Michael Stoll, and Marlene Walker Smith, Portfolio Managers

Market and Fund Performance Overview

For the six-month period ended April 30, 2021, the BNY Mellon International Stock Index Fund’s Class I shares produced a total return of 28.32%, and its Investor shares returned 28.09%.1 This compares with a 28.84% total return for the fund’s benchmark, the MSCI EAFE® Index (the “Index”), during the same period.2

International stocks gained ground during the reporting period amid central bank policies that supported investor confidence, the implementation of a COVID-19 vaccine rollout and impending economic reopening. The difference in returns between the fund and the Index was primarily the result of transaction costs and operating expenses that are not reflected in the Index’s results.

The Fund’s Investment Approach

The fund seeks to match the performance of the Index. To pursue its goal, the fund generally is fully invested in stocks included in the Index and in futures whose performance is tied to certain countries included in the Index. The fund generally invests in all stocks included in the Index. The fund’s investments are selected to match the benchmark composition along individual name, country and industry weighting, and other benchmark characteristics. Under these circumstances, the fund maintains approximately the same weighting for each stock as the Index does.

The Index is an unmanaged, free float-adjusted, market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the United States and Canada. Each stock in the Index is weighted by its float-adjusted market capitalization.

Stimulus and Optimism Supports Equity Rally

After a bout of fall volatility, investor sentiment turned optimistic in November 2020. Resolution in the U.S. presidential election and promising progress towards a COVID-19 vaccine helped stocks resurrect their upward momentum. December 2020 brought vaccine approvals and passage of another U.S. fiscal stimulus package, both of which helped to support the rally. Ten-year U.S. Treasury rates began to rise as market participants anticipated the beginning of a strong global economic recovery. A strong rotation began out of companies that were able to benefit in the COVID-19 economy, such as technology and growth stocks. Investors began to support COVID-19-sensitive sectors of the market, which had previously lagged, as well as cyclical areas of the market on the theory that these sectors were offering more attractive valuations and would benefit most from economic reopening.

As the equity rally continued and sentiment strengthened, global bond yields rose and investors pulled back in March 2021. Economic centers of Europe such as Italy, France and Spain reinstituted lockdown measures as COVID-19 cases once again began to surge. During the month, the U.S. government passed another COVID-19 relief bill. The Biden administration also began to lay the groundwork for an infrastructure plan. Investor concerns were mollified as earnings season brought positive financial news from reporting companies. The equity rally continued in April. Stocks produced strong results for the six months.

Consumer Discretionary Sector Drives Index Returns

The consumer discretionary sector was among the leading contributors to returns during the period. High demand from Chinese consumers, which was one of the first markets impacted by COVID-19 and one of the first to recover, supported sales of several consumer brands during the six months. Luxury goods saw the highest demand. Companies that provide online gambling services also posted

2

 

strong performance. Information technology was another standout performer. A shortage of chips and other semiconductor products has led to price increases for these goods. Widespread 5G technology rollout and an increased need for cloud storage has increased demand for these items. Software companies also saw increased demand for their products, as people continued to work from home and upgrade their software. From a country perspective, companies based in Japan made the largest contribution to returns, as performance was positive, and it is the largest country in the Index. European companies also posted strong performance. Banks based in France were among the standout leaders, as were financial companies based in the United Kingdom.

In a period of such strong equity returns, a few sectors trailed the broader market. The utilities sector lagged, due in part to its positioning as a defensive investment. Defensive investments were out of favor during the period. In addition, the real estate sector faced several headwinds. REITs that own office and commercial real estate, as well as commuter transportation such as trains, faced difficulties as people in developed-world major metropolitan hubs largely continued to work from home.

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 while COVID-19 and resulting economic implications continue to impact markets and the economy, the U.S. government and the U.S. Federal Reserve remain dedicated to supporting capital markets and the economy with various fiscal and monetary techniques. We expect the vaccine rollout and resulting economic reopening to support markets as well. As always, we continue to monitor factors that affect the fund’s investments.

May 17, 2021

1 DUE TO RECENT MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE DIFFERENT THAN THE FIGURES SHOWN. Investors should note that the fund’s short-term performance is highly unusual, in part due to unusually favorable market conditions, and is unlikely to be repeated or consistently achieved in the future. Total return includes reinvestment of dividends and any capital gains paid. The fund’s return reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement. Had these expenses not been absorbed, returns would have been lower. Past performance is no guarantee of future results. Share price, yield and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.

2 Source: Lipper Inc. — The MSCI EAFE® Index (Europe, Australasia, Far East) is a free float-adjusted, market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. It reflects reinvestment of net dividends and, where applicable, capital gain distributions. Investors cannot invest directly in any index.

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 uses an indexing strategy. It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor stock performance.

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

Currencies are subject to the risk that those currencies will decline in value relative to a local currency, or, in the case of hedged positions, that the local currency will decline relative to the currency being hedged. Each of these risks could increase the fund’s volatility.

Investing in foreign-denominated and/or domiciled securities involves special risks, including changes in currency exchange rates, political, economic and social instability, limited company information, differing auditing and legal standards and less market liquidity. These risks generally are greater with emerging-market countries.

Diversification cannot assure a profit or protect against loss.

The fund may, but is not required, to use derivative instruments. A small investment in derivatives could have a potentially large impact on the fund’s performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets.

3

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

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

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon International Stock Index Fund from November 1, 2020 to April 30, 2021. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

     

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended April 30, 2021

 

 

 

 

 

 

 

 

Investor Shares

Class I

 

Expenses paid per $1,000

$3.39

$1.98

 

Ending value (after expenses)

$1,280.90

$1,283.20

 

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 April 30, 2021

 

 

 

 

 

 

 

 

Investor Shares

Class I

 

Expenses paid per $1,000

$3.01

$1.76

 

Ending value (after expenses)

$1,021.82

$1,023.06

 

Expenses are equal to the fund’s annualized expense ratio of .60% for Investor Shares and .35% for Class I, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

4

 

STATEMENT OF INVESTMENTS
April 30, 2021 (Unaudited)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6%

     

Australia - 7.3%

     

Afterpay

   

7,164

a 

642,832

 

AGL Energy

   

21,139

 

145,537

 

AMP

   

120,305

a 

103,355

 

Ampol

   

8,189

 

161,311

 

APA Group

   

39,736

 

307,151

 

Aristocrat Leisure

   

18,915

 

542,429

 

ASX

   

6,342

 

356,716

 

Aurizon Holdings

   

63,696

 

184,220

 

AusNet Services

   

58,160

 

84,945

 

Australia & New Zealand Banking Group

   

94,962

 

2,104,754

 

BHP Group

   

97,840

 

3,556,511

 

BHP Group

   

70,070

 

2,116,934

 

BlueScope Steel

   

16,817

 

280,521

 

Brambles

   

48,542

 

389,158

 

CIMIC Group

   

3,476

b 

51,967

 

Coca-Cola Amatil

   

17,542

c 

179,729

 

Cochlear

   

2,196

 

375,860

 

Coles Group

   

44,371

 

558,229

 

Commonwealth Bank of Australia

   

58,936

 

4,047,880

 

Computershare

   

16,721

 

182,005

 

Crown Resorts

   

13,142

a 

123,647

 

CSL

   

15,108

 

3,149,620

 

Dexus

   

36,321

 

284,781

 

Evolution Mining

   

55,063

 

195,093

 

Fortescue Metals Group

   

55,970

 

974,573

 

Goodman Group

   

56,017

 

816,739

 

Insurance Australia Group

   

82,365

 

310,547

 

LendLease Group

   

23,781

 

233,067

 

Macquarie Group

   

11,478

 

1,420,166

 

Magellan Financial Group

   

4,531

 

169,442

 

Medibank Private

   

90,828

 

215,605

 

Mirvac Group

   

134,453

 

278,980

 

National Australia Bank

   

109,182

 

2,245,024

 

Newcrest Mining

   

27,100

 

550,030

 

Northern Star Resources

   

34,266

 

274,930

 

Oil Search

   

67,429

 

195,438

 

Orica

   

14,150

 

147,594

 

Origin Energy

   

61,010

 

195,326

 

Qantas Airways

   

29,853

a 

113,975

 

QBE Insurance Group

   

49,075

a 

371,893

 

Ramsay Health Care

   

6,266

 

325,439

 

5

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Australia - 7.3% (continued)

     

REA Group

   

1,804

 

220,344

 

Rio Tinto

   

12,402

 

1,159,740

 

Santos

   

61,143

 

328,407

 

Scentre Group

   

173,823

 

363,882

 

SEEK

   

11,515

a 

275,021

 

Sonic Healthcare

   

14,962

 

412,977

 

South32

   

163,366

 

362,666

 

Stockland

   

81,370

 

293,760

 

Suncorp Group

   

43,867

 

355,303

 

Sydney Airport

   

44,895

a 

214,289

 

Tabcorp Holdings

   

71,699

 

274,991

 

Telstra

   

139,122

 

363,555

 

The GPT Group

   

63,105

 

224,831

 

TPG Telecom

   

13,924

 

59,096

 

Transurban Group

   

91,311

 

997,647

 

Treasury Wine Estates

   

23,286

 

180,190

 

Vicinity Centres

   

134,226

 

163,744

 

Washington H Soul Pattinson & Co.

   

3,612

 

84,321

 

Wesfarmers

   

37,948

 

1,583,288

 

Westpac Banking

   

119,856

 

2,317,273

 

WiseTech Global

   

4,994

 

120,076

 

Woodside Petroleum

   

32,468

 

567,270

 

Woolworths Group

   

42,244

 

1,280,157

 
    

41,166,781

 

Austria - .2%

     

Erste Group Bank

   

9,154

a 

325,638

 

OMV

   

5,033

a 

247,413

 

Raiffeisen Bank International

   

4,817

 

105,311

 

Verbund

   

2,347

 

192,675

 

Voestalpine

   

3,878

a 

168,257

 
    

1,039,294

 

Belgium - .9%

     

Ageas

   

5,905

 

357,592

 

Anheuser-Busch InBev

   

25,503

 

1,808,448

 

Colruyt

   

1,939

a 

114,990

 

Elia Group

   

1,103

 

119,422

 

Galapagos

   

1,373

a 

107,002

 

Groupe Bruxelles Lambert

   

1,430

 

156,376

 

Groupe Bruxelles Lambert

   

2,354

 

257,421

 

KBC Group

   

8,409

 

653,500

 

Proximus

   

4,764

 

101,527

 

Sofina

   

498

 

189,274

 

Solvay

   

2,538

 

322,640

 

6

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Belgium - .9% (continued)

     

UCB

   

4,300

 

398,662

 

Umicore

   

6,667

 

405,120

 
    

4,991,974

 

Chile - .1%

     

Antofagasta

   

12,885

 

332,289

 

Denmark - 2.4%

     

Ambu, Cl. B

   

5,454

 

305,194

 

AP Moller - Maersk, Cl. A

   

108

 

253,823

 

AP Moller - Maersk, Cl. B

   

201

 

498,963

 

Carlsberg, Cl. B

   

3,393

 

594,356

 

Chr. Hansen Holding

   

3,565

a 

327,574

 

Coloplast, Cl. B

   

3,917

 

648,121

 

Danske Bank

   

22,661

 

430,879

 

Demant

   

3,761

a 

188,060

 

DSV Panalpina

   

6,857

 

1,526,632

 

Genmab

   

2,209

a 

814,960

 

GN Store Nord

   

4,283

 

386,643

 

H. Lundbeck

   

2,476

 

76,222

 

Novo Nordisk, Cl. B

   

57,203

 

4,227,935

 

Novozymes, Cl. B

   

7,047

 

501,283

 

Orsted

   

6,259

d 

910,081

 

Pandora

   

3,275

a 

371,456

 

Rockwool International, Cl. B

   

244

 

109,131

 

Tryg

   

11,422

 

261,152

 

Vestas Wind Systems

   

32,935

 

1,367,325

 
    

13,799,790

 

Finland - 1.2%

     

Elisa

   

4,735

 

268,719

 

Fortum

   

14,664

 

385,793

 

Kesko, Cl. B

   

9,122

 

277,857

 

Kone, Cl. B

   

11,341

 

891,218

 

Neste

   

13,981

 

848,287

 

Nokia

   

188,775

 

894,417

 

Nordea Bank

   

2,007

 

20,790

 

Nordea Bank

   

105,233

 

1,093,179

 

Orion, Cl. B

   

3,458

 

153,235

 

Sampo, Cl. A

   

15,545

 

739,790

 

Stora Enso, Cl. R

   

19,203

 

367,589

 

UPM-Kymmene

   

17,758

 

694,596

 

Wartsila

   

15,073

 

194,960

 
    

6,830,430

 

France - 10.9%

     

Accor

   

6,061

a 

243,821

 

7

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

France - 10.9% (continued)

     

Aeroports de Paris

   

1,018

a 

130,550

 

Air Liquide

   

15,722

 

2,648,064

 

Airbus

   

19,521

a 

2,344,458

 

Alstom

   

8,423

a 

460,003

 

Amundi

   

2,059

d 

183,393

 

Arkema

   

2,359

 

294,846

 

Atos

   

3,346

 

227,452

 

AXA

   

64,709

 

1,830,643

 

BioMerieux

   

1,382

 

164,403

 

BNP Paribas

   

37,330

 

2,396,948

 

Bollore

   

29,639

 

149,602

 

Bouygues

   

7,618

 

326,331

 

Bureau Veritas

   

9,624

 

287,848

 

Capgemini

   

5,323

 

974,983

 

Carrefour

   

20,128

 

389,636

 

Cie de Saint-Gobain

   

16,846

 

1,063,008

 

Cie Generale des Etablissements Michelin

   

5,599

 

809,923

 

CNP Assurances

   

5,455

 

95,487

 

Covivio

   

1,790

 

159,891

 

Credit Agricole

   

38,007

 

588,320

 

Danone

   

20,480

 

1,443,333

 

Dassault Aviation

   

84

 

91,477

 

Dassault Systemes

   

4,370

 

1,013,473

 

Edenred

   

8,170

 

463,038

 

Eiffage

   

2,825

 

309,381

 

Electricite de France

   

20,749

 

303,057

 

Engie

   

60,956

 

906,273

 

EssilorLuxottica

   

9,450

 

1,572,062

 

Eurazeo

   

1,238

 

103,122

 

Faurecia

   

3,881

 

209,431

 

Gecina

   

1,536

 

224,611

 

Getlink

   

14,362

 

228,384

 

Hermes International

   

1,058

 

1,327,632

 

Iliad

   

477

 

86,644

 

Ipsen

   

1,242

 

120,096

 

Kering

   

2,512

 

2,012,249

 

Klepierre

   

6,672

a 

177,424

 

La Francaise des Jeux SAEM

   

3,066

d 

157,076

 

Legrand

   

8,904

 

866,889

 

L'Oreal

   

8,367

 

3,436,246

 

LVMH

   

9,227

 

6,944,710

 

Natixis

   

30,620

 

149,576

 

8

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

France - 10.9% (continued)

     

Orange

   

65,931

 

821,704

 

Orpea

   

1,774

a 

228,275

 

Pernod Ricard

   

6,940

 

1,424,016

 

Publicis Groupe

   

7,447

 

482,083

 

Remy Cointreau

   

797

a 

159,228

 

Renault

   

6,410

a 

258,251

 

Safran

   

10,625

 

1,585,808

 

Sanofi

   

37,637

 

3,946,637

 

Sartorius Stedim Biotech

   

907

 

416,732

 

Schneider Electric

   

17,888

 

2,859,967

 

SCOR

   

5,202

a 

168,357

 

SEB

   

867

 

157,894

 

Societe Generale

   

27,281

 

776,630

 

Sodexo

   

2,892

a 

288,815

 

Suez

   

11,751

 

280,660

 

Teleperformance

   

1,938

 

748,378

 

Thales

   

3,490

 

355,623

 

Total

   

83,733

 

3,707,103

 

Ubisoft Entertainment

   

3,094

a 

232,303

 

Unibail-Rodamco-Westfield

   

4,579

 

378,017

 

Valeo

   

7,710

 

249,632

 

Veolia Environnement

   

18,277

 

581,956

 

Vinci

   

17,423

 

1,913,942

 

Vivendi

   

27,444

 

956,641

 

Wendel

   

887

 

118,122

 

Worldline

   

7,969

a,d 

781,855

 
    

61,794,423

 

Germany - 8.6%

     

adidas

   

6,318

 

1,951,014

 

Allianz

   

13,695

 

3,562,954

 

BASF

   

30,490

 

2,458,994

 

Bayer

   

32,597

 

2,108,660

 

Bayerische Motoren Werke

   

10,959

 

1,098,468

 

Bechtle

   

898

 

183,034

 

Beiersdorf

   

3,302

 

372,794

 

Brenntag

   

5,261

 

472,398

 

Carl Zeiss Meditec-BR

   

1,359

 

239,386

 

Commerzbank

   

34,484

a 

227,645

 

Continental

   

3,699

 

501,028

 

Covestro

   

6,070

d 

397,140

 

Daimler

   

28,408

 

2,528,332

 

Delivery Hero

   

4,269

a,d 

677,768

 

Deutsche Bank

   

64,887

a 

905,101

 

9

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Germany - 8.6% (continued)

     

Deutsche Boerse

   

6,345

 

1,094,995

 

Deutsche Lufthansa

   

9,899

a,b 

127,776

 

Deutsche Post

   

33,112

 

1,948,722

 

Deutsche Telekom

   

110,606

 

2,130,368

 

Deutsche Wohnen

   

11,512

 

623,596

 

E.ON

   

74,836

 

901,920

 

Evonik Industries

   

7,020

 

245,793

 

Fresenius & Co.

   

13,909

 

684,687

 

Fresenius Medical Care & Co.

   

7,014

 

558,284

 

GEA Group

   

5,214

 

228,840

 

Hannover Rueck

   

1,973

 

364,757

 

HeidelbergCement

   

4,889

 

448,031

 

HelloFresh

   

4,977

a 

412,858

 

Henkel & Co.

   

3,401

 

338,622

 

HOCHTIEF

   

910

 

85,290

 

Infineon Technologies

   

43,311

 

1,749,041

 

KION Group

   

2,469

 

246,200

 

Knorr-Bremse

   

2,502

 

307,326

 

LANXESS

   

2,890

 

212,652

 

LEG Immobilien

   

2,405

 

334,830

 

Merck

   

4,304

 

757,634

 

MTU Aero Engines

   

1,783

 

449,937

 

Muenchener Rueckversicherungs-Gesellschaft

   

4,644

 

1,343,210

 

Nemetschek

   

2,077

 

154,801

 

Puma

   

3,207

 

338,203

 

Rational

   

164

 

137,157

 

RWE

   

21,231

 

804,468

 

SAP

   

34,694

 

4,880,139

 

Scout24

   

3,622

d 

301,705

 

Siemens

   

25,419

 

4,242,385

 

Siemens Energy

   

13,261

a 

443,176

 

Siemens Healthineers

   

9,123

d 

521,672

 

Symrise

   

4,330

 

559,237

 

TeamViewer

   

4,945

a,d 

235,149

 

Telefonica Deutschland Holding

   

38,134

 

110,884

 

Uniper

   

6,564

 

239,374

 

United Internet

   

3,522

 

148,393

 

Volkswagen

   

1,084

a 

345,423

 

Vonovia

   

17,425

 

1,145,944

 

Zalando

   

5,151

a,d 

535,802

 
    

48,423,997

 

10

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Hong Kong - 3.2%

     

AIA Group

   

401,800

 

5,107,830

 

ASM Pacific Technology

   

10,800

 

163,150

 

BOC Hong Kong Holdings

   

121,500

 

428,156

 

Budweiser Brewing

   

55,500

d 

175,239

 

CK Asset Holdings

   

85,475

 

535,944

 

CK Hutchison Holdings

   

88,975

 

729,081

 

CK Infrastructure Holdings

   

21,000

 

128,630

 

CLP Holdings

   

54,288

 

535,645

 

ESR Cayman

   

54,800

a,d 

186,798

 

Galaxy Entertainment Group

   

73,277

a 

643,363

 

Hang Lung Properties

   

69,000

 

187,957

 

Hang Seng Bank

   

25,300

 

496,414

 

Henderson Land Development

   

47,138

 

209,459

 

HK Electric Investments

   

91,000

 

91,133

 

HKT Trust & HKT

   

124,660

 

180,932

 

Hong Kong & China Gas

   

353,588

 

567,023

 

Hong Kong Exchanges & Clearing

   

39,942

 

2,412,515

 

Hongkong Land Holdings

   

38,300

 

189,612

 

Jardine Matheson Holdings

   

7,146

 

479,073

 

Link REIT

   

69,722

 

658,815

 

Melco Resorts & Entertainment, ADR

   

7,348

a 

141,743

 

MTR

   

50,756

 

282,657

 

New World Development

   

50,141

 

264,995

 

PCCW

   

149,476

 

86,553

 

Power Assets Holdings

   

48,000

 

295,003

 

Sino Land

   

107,730

 

159,818

 

SJM Holdings

   

59,530

a 

76,899

 

Sun Hung Kai Properties

   

43,199

 

652,101

 

Swire Pacific, Cl. A

   

16,500

 

133,267

 

Swire Properties

   

40,400

 

120,633

 

Techtronic Industries

   

45,865

 

829,689

 

The Bank of East Asia

   

42,589

 

89,409

 

WH Group

   

322,500

d 

281,550

 

Wharf Real Estate Investment

   

56,311

 

323,542

 

Xinyi Glass Holdings

   

58,000

 

204,965

 
    

18,049,593

 

Ireland - 1.0%

     

CRH

   

25,995

 

1,228,354

 

DCC

   

3,227

 

279,977

 

Experian

   

30,353

 

1,171,474

 

Flutter Entertainment

   

5,436

a 

1,110,503

 

James Hardie Industries-CDI

   

15,033

 

497,604

 

Kerry Group, Cl. A

   

5,297

 

686,451

 

11

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Ireland - 1.0% (continued)

     

Kingspan Group

   

5,217

 

465,001

 

Smurfit Kappa Group

   

8,212

 

420,080

 
    

5,859,444

 

Isle Of Man - .1%

     

Entain

   

19,686

a 

459,685

 

Israel - .6%

     

Azrieli Group

   

1,315

 

92,350

 

Bank Hapoalim

   

38,741

a 

308,248

 

Bank Leumi Le-Israel

   

49,699

a 

349,332

 

Check Point Software Technologies

   

3,769

a 

440,257

 

CyberArk Software

   

1,255

a 

176,328

 

Elbit Systems

   

843

 

115,785

 

ICL Group

   

22,932

 

146,916

 

Israel Discount Bank, Cl. A

   

37,847

a 

170,755

 

Mizrahi Tefahot Bank

   

4,405

a 

123,991

 

NICE

   

2,065

a 

499,140

 

Teva Pharmaceutical Industries, ADR

   

36,028

a 

385,500

 

Wix.com

   

1,872

a 

595,071

 
    

3,403,673

 

Italy - 2.0%

     

Amplifon

   

4,027

 

170,000

 

Assicurazioni Generali

   

37,165

 

747,195

 

Atlantia

   

16,194

 

316,590

 

Davide Campari-Milano

   

19,240

 

227,254

 

DiaSorin

   

834

 

141,615

 

Enel

   

270,027

 

2,689,625

 

Eni

   

83,517

 

996,517

 

Ferrari

   

4,166

 

893,025

 

FinecoBank Banca Fineco

   

20,649

a 

356,277

 

Infrastrutture Wireless Italiane

   

11,458

d 

133,802

 

Intesa Sanpaolo

   

552,737

 

1,546,201

 

Mediobanca Banca Di Credito Finanziario

   

21,201

a 

240,168

 

Moncler

   

6,398

 

393,275

 

Nexi

   

14,398

a,d 

275,776

 

Poste Italiane

   

18,086

d 

237,607

 

Prysmian

   

7,907

 

247,531

 

Recordati Industria Chimica E Farmaceutica

   

3,568

 

196,593

 

Snam

   

66,565

 

374,936

 

Telecom Italia

   

284,717

 

156,604

 

Telecom Italia-RSP

   

200,063

a 

117,654

 

Terna Rete Elettrica Nazionale

   

46,085

 

339,547

 

12

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Italy - 2.0% (continued)

     

UniCredit

   

70,203

 

725,207

 
    

11,522,999

 

Japan - 23.4%

     

ABC-Mart

   

1,200

 

64,175

 

Acom

   

12,100

 

51,861

 

Advantest

   

6,600

 

624,416

 

Aeon

   

21,800

 

595,196

 

AEON Mall

   

3,380

 

53,648

 

AGC

   

6,460

 

294,606

 

Air Water

   

5,800

 

95,763

 

Aisin

   

5,300

 

204,291

 

Ajinomoto

   

16,000

 

319,805

 

Alfresa Holdings

   

6,700

 

120,006

 

Amada

   

11,400

 

123,484

 

ANA Holdings

   

4,100

 

93,906

 

Asahi Group Holdings

   

15,300

 

639,412

 

Asahi Intecc

   

6,500

 

175,072

 

Asahi Kasei

   

41,600

 

437,840

 

Astellas Pharma

   

62,195

 

934,036

 

Azbil

   

4,000

 

161,552

 

Bandai Namco Holdings

   

6,750

 

495,050

 

Bridgestone

   

17,800

 

713,335

 

Brother Industries

   

7,400

 

156,577

 

CALBEE

   

3,000

 

71,904

 

Canon

   

33,317

 

789,480

 

Capcom

   

5,600

 

181,619

 

Casio Computer

   

6,400

 

113,138

 

Central Japan Railway

   

4,800

 

701,520

 

Chubu Electric Power

   

21,600

 

261,479

 

Chugai Pharmaceutical

   

22,184

 

833,527

 

Coca-Cola Bottlers Japan Holdings

   

3,800

 

60,699

 

Concordia Financial Group

   

32,900

 

123,485

 

Cosmos Pharmaceutical

   

700

 

100,405

 

CyberAgent

   

13,600

 

279,111

 

Dai Nippon Printing

   

8,100

 

161,005

 

Daifuku

   

3,400

 

336,898

 

Dai-ichi Life Holdings

   

36,300

 

653,341

 

Daiichi Sankyo

   

56,949

 

1,453,034

 

Daikin Industries

   

8,300

 

1,666,406

 

Daito Trust Construction

   

2,200

 

234,011

 

Daiwa House Industry

   

19,000

 

562,681

 

Daiwa House REIT Investment

   

69

 

185,093

 

Daiwa Securities Group

   

49,100

 

261,656

 

13

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Japan - 23.4% (continued)

     

Denso

   

14,500

 

937,259

 

Dentsu Group

   

7,100

 

218,436

 

Disco

   

900

 

290,769

 

East Japan Railway

   

10,200

 

697,318

 

Eisai

   

8,400

 

548,531

 

ENEOS Holdings

   

101,026

 

433,347

 

FANUC

   

6,329

 

1,459,219

 

Fast Retailing

   

1,958

 

1,608,515

 

Fuji Electric

   

4,100

 

186,779

 

FUJIFILM Holdings

   

12,000

 

778,609

 

Fujitsu

   

6,580

 

1,042,431

 

Fukuoka Financial Group

   

5,700

 

97,094

 

GLP J-REIT

   

133

 

222,854

 

GMO Payment Gateway

   

1,300

 

164,862

 

Hakuhodo DY Holdings

   

8,100

 

136,534

 

Hamamatsu Photonics K.K.

   

4,600

 

266,460

 

Hankyu Hanshin Holdings

   

7,500

 

236,036

 

Harmonic Drive Systems

   

1,200

 

80,749

 

Hikari Tsushin

   

700

 

140,555

 

Hino Motors

   

9,400

 

78,751

 

Hirose Electric

   

1,133

 

180,574

 

Hisamitsu Pharmaceutical

   

1,700

 

98,983

 

Hitachi

   

32,380

 

1,595,245

 

Hitachi Construction Machinery

   

3,400

 

104,447

 

Hitachi Metals

   

7,400

 

143,589

 

Honda Motor

   

54,059

 

1,599,543

 

Hoshizaki

   

1,700

 

150,936

 

Hoya

   

12,500

 

1,423,164

 

Hulic

   

10,300

 

117,311

 

Ibiden

   

3,400

 

160,678

 

Idemitsu Kosan

   

6,775

 

161,587

 

Iida Group Holdings

   

4,600

 

112,159

 

Inpex

   

34,600

 

234,297

 

Isuzu Motors

   

18,200

 

184,269

 

Ito En

   

1,900

 

105,218

 

ITOCHU

   

45,100

 

1,407,056

 

Itochu Techno-Solutions

   

3,400

 

117,467

 

Japan Airlines

   

4,300

a 

91,187

 

Japan Airport Terminal

   

1,600

a 

71,811

 

Japan Exchange Group

   

17,100

 

399,928

 

Japan Post Bank

   

13,500

 

123,472

 

Japan Post Holdings

   

52,700

 

442,652

 

Japan Post Insurance

   

7,200

 

138,810

 

14

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Japan - 23.4% (continued)

     

Japan Real Estate Investment

   

44

 

273,021

 

Japan Retail Fund Investment

   

220

 

216,846

 

Japan Tobacco

   

40,000

 

748,358

 

JFE Holdings

   

16,760

 

219,846

 

JSR

   

6,700

 

206,466

 

Kajima

   

14,800

 

204,616

 

Kakaku.com

   

4,700

 

127,812

 

Kansai Paint

   

5,800

 

146,183

 

Kao

   

16,100

 

1,034,158

 

KDDI

   

53,963

 

1,633,023

 

Keihan Holdings

   

3,400

 

124,019

 

Keikyu

   

7,700

 

98,534

 

Keio

   

3,400

 

221,057

 

Keisei Electric Railway

   

4,600

 

143,424

 

Keyence

   

6,040

 

2,904,903

 

Kikkoman

   

4,900

 

301,056

 

Kintetsu Group Holdings

   

5,635

a 

201,381

 

Kirin Holdings

   

27,100

 

508,595

 

Kobayashi Pharmaceutical

   

1,600

 

142,814

 

Kobe Bussan

   

4,400

 

117,687

 

Koei Tecmo Holdings

   

1,820

 

81,196

 

Koito Manufacturing

   

3,500

 

218,264

 

Komatsu

   

29,200

 

857,050

 

Konami Holdings

   

3,000

 

179,085

 

Kose

   

1,100

 

165,543

 

Kubota

   

34,000

 

799,966

 

Kuraray

   

10,900

 

118,369

 

Kurita Water Industries

   

3,300

 

152,245

 

Kyocera

   

10,700

 

650,147

 

Kyowa Kirin

   

9,205

 

279,911

 

Kyushu Electric Power

   

13,600

 

124,227

 

Kyushu Railway

   

5,300

 

118,980

 

Lasertec

   

2,500

 

438,231

 

Lawson

   

1,800

 

80,762

 

Lion

   

7,900

 

148,223

 

LIXIL Group

   

8,724

 

236,474

 

M3

   

14,600

 

1,009,786

 

Makita

   

7,500

 

337,390

 

Marubeni

   

55,200

 

459,276

 

Marui Group

   

6,800

 

127,358

 

Mazda Motor

   

18,100

a 

140,243

 

McDonald's Holdings

   

2,300

 

104,987

 

Medipal Holdings

   

6,100

 

112,113

 

15

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Japan - 23.4% (continued)

     

MEIJI Holdings

   

3,742

 

231,827

 

Mercari

   

3,000

a 

147,736

 

Minebea Mitsumi

   

12,000

 

301,216

 

MISUMI Group

   

9,738

 

274,549

 

Mitsubishi

   

44,298

 

1,224,704

 

Mitsubishi Chemical Holdings

   

42,480

 

315,733

 

Mitsubishi Electric

   

60,400

 

930,282

 

Mitsubishi Estate

   

39,000

 

641,086

 

Mitsubishi Gas Chemical

   

5,500

 

127,266

 

Mitsubishi HC Capital

   

20,700

 

118,339

 

Mitsubishi Heavy Industries

   

10,470

 

310,855

 

Mitsubishi UFJ Financial Group

   

405,690

 

2,167,948

 

Mitsui & Co.

   

54,500

 

1,149,392

 

Mitsui Chemicals

   

6,300

 

198,439

 

Mitsui Fudosan

   

30,886

 

670,162

 

Miura

   

3,100

 

162,629

 

Mizuho Financial Group

   

79,850

 

1,137,369

 

MonotaRO

   

8,200

 

208,838

 

MS&AD Insurance Group Holdings

   

14,957

 

423,739

 

Murata Manufacturing

   

19,200

 

1,524,854

 

Nabtesco

   

3,700

 

166,531

 

Nagoya Railroad

   

6,100

a 

139,915

 

NEC

   

8,780

 

511,196

 

NEXON

   

16,200

 

536,854

 

NGK Insulators

   

8,300

 

151,327

 

NGK Spark Plug

   

5,526

 

92,285

 

NH Foods

   

2,900

 

129,404

 

Nidec

   

14,800

 

1,715,564

 

Nihon M&A Center

   

10,400

 

272,016

 

Nintendo

   

3,725

 

2,134,122

 

Nippon Building Fund

   

49

 

321,999

 

Nippon Express

   

2,300

 

175,815

 

Nippon Paint Holdings

   

25,000

 

357,133

 

Nippon Prologis REIT

   

70

 

224,692

 

Nippon Shinyaku

   

1,600

 

107,852

 

Nippon Steel

   

27,361

 

476,259

 

Nippon Telegraph & Telephone

   

42,600

 

1,072,660

 

Nippon Yusen KK

   

4,980

 

195,635

 

Nissan Chemical

   

4,100

 

210,980

 

Nissan Motor

   

77,700

a 

389,697

 

Nisshin Seifun Group

   

7,138

 

115,125

 

Nissin Foods Holdings

   

2,200

 

156,031

 

Nitori Holdings

   

2,700

 

483,906

 

16

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Japan - 23.4% (continued)

     

Nitto Denko

   

5,300

 

439,714

 

Nomura Holdings

   

105,700

 

569,960

 

Nomura Real Estate Holdings

   

3,800

 

93,575

 

Nomura Real Estate Master Fund

   

147

 

232,752

 

Nomura Research Institute

   

10,849

 

333,361

 

NSK

   

12,200

 

112,233

 

NTT Data

   

20,800

 

323,391

 

Obayashi

   

21,600

 

197,180

 

OBIC

   

2,300

 

442,519

 

Odakyu Electric Railway

   

9,600

 

259,607

 

Oji Holdings

   

29,400

 

185,458

 

Olympus

   

38,800

 

798,230

 

Omron

   

6,200

 

470,639

 

Ono Pharmaceutical

   

12,700

 

319,833

 

Oracle

   

1,300

 

122,026

 

Oriental Land

   

6,700

 

949,103

 

ORIX

   

43,400

 

701,690

 

Orix JREIT

   

83

 

146,475

 

Osaka Gas

   

12,300

 

237,880

 

Otsuka

   

3,500

 

176,354

 

Otsuka Holdings

   

13,100

 

504,121

 

Pan Pacific International Holdings

   

13,900

 

299,610

 

Panasonic

   

72,995

 

861,579

 

PeptiDream

   

3,100

a 

132,946

 

Persol Holdings

   

6,200

 

114,056

 

Pigeon

   

3,700

 

125,477

 

Pola Orbis Holdings

   

3,000

 

77,809

 

Rakuten

   

28,900

 

367,191

 

Recruit Holdings

   

45,000

 

2,035,475

 

Renesas Electronics

   

25,800

a 

300,173

 

Resona Holdings

   

67,700

 

278,384

 

Ricoh

   

21,800

 

231,885

 

Rinnai

   

1,200

 

120,613

 

Rohm

   

3,000

 

296,285

 

Ryohin Keikaku

   

7,700

 

162,144

 

Santen Pharmaceutical

   

12,200

 

156,337

 

SBI Holdings

   

7,630

 

215,868

 

SCSK

   

1,600

 

92,861

 

Secom

   

7,100

 

589,858

 

Sega Sammy Holdings

   

5,384

 

77,321

 

Seibu Holdings

   

6,500

a 

69,983

 

Seiko Epson

   

9,000

 

153,111

 

Sekisui Chemical

   

11,900

 

207,207

 

17

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Japan - 23.4% (continued)

     

Sekisui House

   

20,600

 

416,545

 

Seven & i Holdings

   

24,960

 

1,074,623

 

SG Holdings

   

10,400

 

236,011

 

Sharp

   

6,800

 

115,011

 

Shimadzu

   

7,200

 

252,133

 

Shimamura

   

800

 

79,220

 

Shimano

   

2,500

 

571,962

 

Shimizu

   

17,800

 

145,683

 

Shin-Etsu Chemical

   

11,700

 

1,976,957

 

Shinsei Bank

   

5,300

 

77,075

 

Shionogi & Co.

   

9,000

 

473,476

 

Shiseido

   

13,300

 

965,287

 

SMC

   

1,900

 

1,103,833

 

Softbank

   

96,000

 

1,238,426

 

SoftBank Group

   

52,040

 

4,695,371

 

Sohgo Security Services

   

2,500

 

109,469

 

Sompo Holdings

   

11,170

 

415,252

 

Sony Group

   

41,880

 

4,191,536

 

Square Enix Holdings

   

3,100

 

172,521

 

Stanley Electric

   

4,100

 

117,494

 

Subaru

   

20,800

 

386,109

 

Sumco

   

9,000

 

232,562

 

Sumitomo

   

39,200

 

534,010

 

Sumitomo Chemical

   

48,800

 

248,897

 

Sumitomo Dainippon Pharma

   

6,300

 

109,293

 

Sumitomo Electric Industries

   

25,500

 

379,634

 

Sumitomo Metal Mining

   

7,700

 

327,182

 

Sumitomo Mitsui Financial Group

   

43,300

 

1,507,524

 

Sumitomo Mitsui Trust Holdings

   

11,464

 

390,481

 

Sumitomo Realty & Development

   

10,300

 

343,120

 

Sundrug

   

2,500

 

85,237

 

Suntory Beverage & Food

   

4,900

 

165,491

 

Suzuken

   

2,212

 

79,694

 

Suzuki Motor

   

12,200

 

463,455

 

Sysmex

   

5,500

 

550,029

 

T&D Holdings

   

17,900

 

219,448

 

Taiheiyo Cement

   

3,800

 

95,300

 

Taisei

   

6,200

 

228,749

 

Taisho Pharmaceutical Holdings

   

1,000

 

58,946

 

Taiyo Nippon Sanso

   

5,000

 

94,034

 

Takeda Pharmaceutical

   

52,323

 

1,749,988

 

TDK

   

4,300

 

582,572

 

Teijin

   

5,900

 

97,010

 

18

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Japan - 23.4% (continued)

     

Terumo

   

21,500

 

813,288

 

The Bank of Kyoto

   

2,000

 

107,297

 

The Chiba Bank

   

18,400

 

114,897

 

The Chugoku Electric Power Company

   

9,300

 

103,992

 

The Kansai Electric Power Company

   

23,899

 

237,078

 

The Shizuoka Bank

   

13,000

 

99,651

 

THK

   

3,800

 

129,421

 

TIS

   

7,300

 

180,711

 

Tobu Railway

   

6,400

 

164,531

 

Toho

   

3,800

 

151,302

 

Toho Gas

   

2,600

 

144,320

 

Tohoku Electric Power

   

15,200

 

133,979

 

Tokio Marine Holdings

   

20,900

 

1,001,447

 

Tokyo Century

   

1,400

 

86,525

 

Tokyo Electric Power Holdings

   

46,072

a 

135,984

 

Tokyo Electron

   

5,000

 

2,202,292

 

Tokyo Gas

   

12,900

 

261,274

 

Tokyu

   

17,210

 

221,350

 

Tokyu Fudosan Holdings

   

20,100

 

111,700

 

Toppan Printing

   

8,400

 

143,261

 

Toray Industries

   

45,600

 

283,083

 

Toshiba

   

12,800

 

527,805

 

Tosoh

   

8,300

 

147,080

 

TOTO

   

4,800

 

249,158

 

Toyo Suisan Kaisha

   

2,900

 

118,233

 

Toyoda Gosei

   

2,400

 

58,667

 

Toyota Industries

   

4,900

 

392,480

 

Toyota Motor

   

70,455

 

5,283,274

 

Toyota Tsusho

   

7,300

 

308,863

 

Trend Micro

   

4,400

 

209,201

 

Tsuruha Holdings

   

1,300

 

150,259

 

Unicharm

   

13,600

 

527,057

 

United Urban Investment

   

99

 

148,070

 

USS

   

7,000

 

126,958

 

Welcia Holdings

   

3,400

 

106,114

 

West Japan Railway

   

5,300

 

292,206

 

Yakult Honsha

   

4,400

 

214,258

 

Yamada Holdings

   

24,600

 

122,489

 

Yamaha

   

4,600

 

250,577

 

Yamaha Motor

   

9,100

 

227,385

 

Yamato Holdings

   

9,900

 

279,571

 

Yamazaki Baking

   

4,000

 

63,369

 

Yaskawa Electric

   

8,100

 

373,919

 

19

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Japan - 23.4% (continued)

     

Yokogawa Electric

   

7,300

 

132,613

 

Z Holdings

   

87,200

 

402,223

 

ZOZO

   

3,500

 

118,012

 
    

132,687,748

 

Jordan - .0%

     

Hikma Pharmaceuticals

   

5,763

 

194,332

 

Luxembourg - .3%

     

ArcelorMittal

   

23,645

a 

689,660

 

Aroundtown

   

33,212

 

255,664

 

Eurofins Scientific

   

4,495

a 

444,918

 

SES

   

13,837

 

104,848

 

Tenaris

   

15,837

 

170,155

 
    

1,665,245

 

Macau - .1%

     

Sands China

   

81,413

 

385,921

 

Wynn Macau

   

55,200

 

106,021

 
    

491,942

 

Mexico - .0%

     

Fresnillo

   

5,577

 

63,414

 

Netherlands - 5.4%

     

ABN AMRO Bank-CVA

   

14,731

a,d 

190,418

 

Adyen

   

603

a,d 

1,480,679

 

Aegon

   

58,365

 

271,364

 

Akzo Nobel

   

6,507

 

781,393

 

argenx

   

1,499

a 

431,348

 

ASM International

   

1,386

 

421,686

 

ASML Holding

   

14,151

 

9,213,092

 

EXOR

   

3,538

 

291,466

 

Heineken

   

8,648

 

1,002,563

 

Heineken Holding

   

3,904

 

387,642

 

ING Groep

   

130,342

 

1,666,398

 

JDE Peet's

   

2,269

 

88,189

 

Just Eat Takeaway.com

   

4,249

a,b,d 

439,225

 

Koninklijke Ahold Delhaize

   

36,770

 

989,698

 

Koninklijke DSM

   

5,703

a 

1,022,682

 

Koninklijke KPN

   

118,042

 

406,655

 

Koninklijke Philips

   

30,210

 

1,702,297

 

Koninklijke Vopak

   

2,264

 

103,711

 

NN Group

   

9,670

 

483,406

 

Prosus

   

16,165

a 

1,752,771

 

QIAGEN

   

7,739

a 

377,113

 

Randstad

   

3,896

 

281,470

 

20

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Netherlands - 5.4% (continued)

     

Royal Dutch Shell, Cl. A

   

136,166

 

2,557,682

 

Royal Dutch Shell, Cl. B

   

123,009

 

2,202,507

 

Stellantis

   

14,164

 

235,380

 

Stellantis

   

53,648

 

894,118

 

Wolters Kluwer

   

8,829

 

799,189

 
    

30,474,142

 

New Zealand - .3%

     

Auckland International Airport

   

40,601

a 

220,253

 

Fisher & Paykel Healthcare

   

19,065

 

490,151

 

Mercury NZ

   

22,832

 

113,542

 

Meridian Energy

   

43,406

 

166,126

 

Ryman Healthcare

   

12,782

 

129,797

 

Spark New Zealand

   

63,764

 

200,581

 

The a2 Milk Company

   

25,978

a 

141,907

 

Xero

   

3,988

a 

432,250

 
    

1,894,607

 

Norway - .6%

     

Adevinta

   

8,196

a 

149,968

 

DNB

   

30,688

 

659,330

 

Equinor

   

32,889

 

665,241

 

Gjensidige Forsikring

   

6,584

 

150,020

 

Mowi

   

14,854

 

367,248

 

Norsk Hydro

   

45,917

 

293,344

 

Orkla

   

25,986

 

265,346

 

Schibsted, Cl. A

   

2,321

 

116,802

 

Schibsted, Cl. B

   

3,508

 

153,619

 

Telenor

   

23,777

 

424,309

 

Yara International

   

5,793

 

302,293

 
    

3,547,520

 

Portugal - .2%

     

Banco Espirito Santo

   

118,053

a,e 

0

 

EDP - Energias de Portugal

   

93,524

 

520,504

 

Galp Energia

   

16,653

a 

191,843

 

Jeronimo Martins

   

8,281

 

151,213

 
    

863,560

 

Singapore - 1.1%

     

Ascendas Real Estate Investment Trust

   

106,827

 

249,388

 

CapitaLand

   

86,000

 

240,045

 

CapitaLand Integrated Commercial Trust

   

147,276

 

238,023

 

City Developments

   

13,900

 

82,293

 

DBS Group Holdings

   

59,476

 

1,337,589

 

Genting Singapore

   

211,227

 

137,124

 

Keppel

   

47,400

 

192,740

 

21

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Singapore - 1.1% (continued)

     

Mapletree Commercial Trust

   

71,200

 

117,216

 

Mapletree Logistics Trust

   

94,900

 

141,727

 

Oversea-Chinese Banking

   

111,636

 

1,023,941

 

Singapore Airlines

   

42,933

a 

163,346

 

Singapore Exchange

   

26,200

 

205,431

 

Singapore Technologies Engineering

   

51,400

 

149,141

 

Singapore Telecommunications

   

268,551

 

503,975

 

Suntec Real Estate Investment Trust

   

67,800

 

77,917

 

United Overseas Bank

   

39,163

 

782,876

 

UOL Group

   

15,111

 

87,326

 

Venture

   

9,800

 

148,145

 

Wilmar International

   

63,800

 

250,330

 
    

6,128,573

 

Spain - 2.4%

     

ACS Actividades de Construccion y Servicios

   

8,187

 

266,951

 

Aena SME

   

2,284

a,d 

397,237

 

Amadeus IT Group

   

15,038

a 

1,024,030

 

Banco Bilbao Vizcaya Argentaria

   

222,671

 

1,247,689

 

Banco Santander

   

575,279

 

2,222,538

 

CaixaBank

   

138,912

 

445,540

 

Cellnex Telecom

   

14,546

d 

822,927

 

Enagas

   

8,506

 

185,279

 

Endesa

   

10,362

 

272,306

 

Ferrovial

   

16,002

a 

454,714

 

Grifols

   

10,067

a 

272,937

 

Iberdrola

   

203,132

a 

2,748,282

 

Industria de Diseno Textil

   

36,442

 

1,297,403

 

Natural Energy Group

   

9,459

 

242,522

 

Red Electrica

   

14,591

 

267,942

 

Repsol

   

49,466

a 

589,620

 

Siemens Gamesa Renewable Energy

   

7,851

a 

283,989

 

Telefonica

   

168,661

 

782,308

 
    

13,824,214

 

Sweden - 3.4%

     

Alfa Laval

   

10,328

 

350,752

 

Assa Abloy, Cl. B

   

33,427

 

953,106

 

Atlas Copco, Cl. A

   

22,258

 

1,349,266

 

Atlas Copco, Cl. B

   

13,141

 

682,487

 

Boliden

   

9,233

 

359,841

 

Electrolux, Ser. B

   

7,462

 

209,402

 

Epiroc, Cl. A

   

22,404

 

485,731

 

Epiroc, Cl. B

   

13,363

 

262,239

 

22

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Sweden - 3.4% (continued)

     

EQT

   

7,796

 

263,774

 

Essity, Cl. B

   

20,256

 

661,196

 

Evolution Gaming Group

   

5,286

d 

1,044,429

 

Fastighets AB Balder, CI. B

   

3,295

a 

190,123

 

Hennes & Mauritz, Cl. B

   

26,705

a 

658,301

 

Hexagon, Cl. B

   

9,385

 

895,014

 

Husqvarna, Cl. B

   

13,710

 

190,932

 

ICA Gruppen

   

3,387

 

156,031

 

Industrivarden, Cl. A

   

3,302

 

126,678

 

Industrivarden, Cl. C

   

5,219

 

188,442

 

Investment AB Latour, Cl. B

   

5,282

 

161,631

 

Investor, Cl. B

   

15,221

 

1,292,889

 

Kinnevik, Cl. B

   

7,939

a 

438,853

 

L E Lundbergforetagen, Cl. B

   

2,481

 

141,808

 

Lundin Energy

   

6,335

 

202,213

 

Nibe Industrier, Cl. B

   

10,430

 

381,805

 

Sandvik

   

37,377

 

923,281

 

Securitas, Cl. B

   

10,223

 

174,282

 

Skandinaviska Enskilda Banken, Cl. A

   

53,717

 

689,251

 

Skanska, Cl. B

   

11,135

 

302,068

 

SKF, Cl. B

   

12,565

 

324,551

 

Svenska Cellulosa, Cl. B

   

20,277

 

355,764

 

Svenska Handelsbanken, Cl. A

   

52,317

 

606,870

 

Swedbank, Cl. A

   

30,458

 

535,108

 

Swedish Match

   

5,441

 

446,822

 

Tele2, Cl. B

   

16,976

 

219,659

 

Telefonaktiebolaget LM Ericsson, Cl. B

   

96,692

 

1,329,229

 

Telia

   

81,020

 

335,726

 

Volvo, Cl. B

   

47,190

 

1,158,418

 
    

19,047,972

 

Switzerland - 9.5%

     

ABB

   

61,152

 

1,985,159

 

Adecco Group

   

5,235

 

354,406

 

Alcon

   

16,437

 

1,233,860

 

Baloise Holding

   

1,545

 

261,253

 

Banque Cantonale Vaudoise

   

1,070

 

109,122

 

Barry Callebaut

   

105

 

231,804

 

Chocoladefabriken Lindt & Spruengli

   

3

 

296,310

 

Chocoladefabriken Lindt & Spruengli-PC

   

35

 

324,562

 

Cie Financiere Richemont, CI. A

   

17,472

a 

1,792,823

 

Clariant

   

6,341

a 

132,698

 

Coca-Cola HBC

   

6,855

a 

237,026

 

Credit Suisse Group

   

81,766

 

862,421

 

23

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

Switzerland - 9.5% (continued)

     

EMS-Chemie Holding

   

279

a 

260,558

 

Geberit

   

1,249

 

823,272

 

Givaudan

   

308

 

1,290,140

 

Glencore

   

331,027

 

1,348,321

 

Julius Baer Group

   

7,416

 

467,176

 

Kuehne + Nagel International

   

1,787

 

534,132

 

LafargeHolcim

   

17,323

 

1,067,409

 

Logitech International

   

5,532

a 

618,876

 

Lonza Group

   

2,492

 

1,585,740

 

Nestle

   

95,793

 

11,420,207

 

Novartis

   

73,800

 

6,303,883

 

Partners Group Holding

   

618

 

882,755

 

Roche Holding

   

23,355

 

7,609,281

 

Roche Holding-BR

   

914

 

317,403

 

Schindler Holding

   

652

 

181,320

 

Schindler Holding-PC

   

1,344

 

382,282

 

SGS

   

204

 

604,209

 

Sika

   

4,740

 

1,413,127

 

Sonova Holding

   

1,839

a 

544,347

 

STMicroelectronics

   

21,250

 

795,661

 

Straumann Holding

   

340

 

487,595

 

Swiss Life Holding

   

1,001

 

488,054

 

Swiss Prime Site

   

2,627

 

255,541

 

Swiss Re

   

9,530

 

885,987

 

Swisscom

   

859

 

465,853

 

Temenos

   

2,192

 

322,146

 

The Swatch Group

   

1,631

 

97,804

 

The Swatch Group-BR

   

972

 

298,091

 

UBS Group

   

121,620

 

1,860,216

 

Vifor Pharma

   

1,548

 

223,150

 

Zurich Insurance Group

   

4,992

 

2,048,647

 
    

53,704,627

 

United Arab Emirates - .0%

     

NMC Health

   

4,176

a,e 

1

 

United Kingdom - 12.4%

     

3i Group

   

32,720

 

579,135

 

Admiral Group

   

6,616

 

285,863

 

Anglo American

   

40,669

 

1,726,935

 

Ashtead Group

   

14,969

 

961,222

 

Associated British Foods

   

12,040

 

383,634

 

AstraZeneca

   

43,601

 

4,645,056

 

Auto Trader Group

   

32,390

a,d 

254,984

 

AVEVA Group

   

2,865

 

137,671

 

24

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

United Kingdom - 12.4% (continued)

     

Aviva

   

130,615

 

721,803

 

BAE Systems

   

107,104

 

749,513

 

Barclays

   

575,229

 

1,393,564

 

Barratt Developments

   

33,361

 

355,561

 

Berkeley Group Holdings

   

4,081

 

260,701

 

BP

   

672,964

 

2,809,278

 

British American Tobacco

   

76,183

 

2,826,665

 

BT Group

   

300,294

a 

683,922

 

Bunzl

   

11,057

 

355,282

 

Burberry Group

   

13,328

a 

379,231

 

CNH Industrial

   

34,695

 

517,751

 

Coca-Cola European Partners

   

6,896

 

391,831

 

Compass Group

   

59,600

a 

1,293,803

 

Croda International

   

4,728

 

441,589

 

Diageo

   

77,670

 

3,486,675

 

Direct Line Insurance Group

   

46,493

 

183,086

 

Evraz

   

16,226

 

143,899

 

Ferguson

   

7,502

 

945,947

 

GlaxoSmithKline

   

166,606

 

3,081,726

 

Halma

   

12,573

 

449,286

 

Hargreaves Lansdown

   

11,463

 

272,119

 

HSBC Holdings

   

676,631

 

4,231,566

 

Imperial Brands

   

31,504

 

655,711

 

Informa

   

50,927

a 

395,257

 

InterContinental Hotels Group

   

5,811

a 

413,435

 

Intertek Group

   

5,340

 

452,547

 

J Sainsbury

   

58,311

 

191,379

 

JD Sports Fashion

   

14,398

 

182,548

 

Johnson Matthey

   

6,471

 

290,373

 

Kingfisher

   

70,847

 

349,542

 

Land Securities Group

   

23,364

 

232,501

 

Legal & General Group

   

198,620

 

747,482

 

Lloyds Banking Group

   

2,346,925

 

1,471,971

 

London Stock Exchange Group

   

10,575

 

1,080,409

 

M&G

   

86,981

 

260,975

 

Melrose Industries

   

159,525

 

359,150

 

Mondi

   

16,047

 

435,312

 

National Grid

   

116,655

 

1,470,563

 

Natwest Group

   

162,227

 

440,365

 

Next

   

4,525

a 

487,922

 

Ocado Group

   

15,967

a 

462,357

 

Pearson

   

25,185

 

288,787

 

Persimmon

   

10,690

 

462,217

 

25

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.6% (continued)

     

United Kingdom - 12.4% (continued)

     

Phoenix Group Holdings

   

18,000

 

176,802

 

Prudential

   

86,537

 

1,833,049

 

Reckitt Benckiser Group

   

23,613

 

2,104,808

 

RELX

   

64,659

 

1,677,967

 

Rentokil Initial

   

62,242

 

430,048

 

Rio Tinto

   

37,257

 

3,131,131

 

Rolls-Royce Holdings

   

276,236

a 

399,720

 

RSA Insurance Group

   

34,952

 

329,390

 

Schroders

   

4,298

 

214,095

 

Segro

   

39,216

 

544,480

 

Severn Trent

   

8,138

 

278,348

 

Smith & Nephew

   

29,130

 

631,617

 

Smiths Group

   

12,945

 

290,496

 

Spirax-Sarco Engineering

   

2,437

 

397,569

 

SSE

   

35,060

 

710,605

 

St. James's Place

   

18,345

 

345,051

 

Standard Chartered

   

88,360

 

634,213

 

Standard Life Aberdeen

   

75,485

 

289,542

 

Taylor Wimpey

   

121,349

 

300,862

 

Tesco

   

258,291

 

788,083

 

The British Land Company

   

30,545

 

218,612

 

The Sage Group

   

37,323

 

328,772

 

Unilever

   

35,414

 

2,076,482

 

Unilever

   

51,955

 

3,034,551

 

United Utilities Group

   

22,415

 

299,663

 

Vodafone Group

   

897,699

 

1,688,719

 

Whitbread

   

6,787

a 

303,959

 

WM Morrison Supermarkets

   

81,427

 

195,470

 

WPP

   

41,117

 

553,799

 
    

70,288,004

 

Total Common Stocks (cost $322,928,210)

   

552,550,273

 
  

Preferred Dividend
Yield (%)

     

Preferred Stocks - .7%

     

Germany - .7%

     

Bayerische Motoren Werke

 

2.72

 

1,938

 

158,899

 

Fuchs Petrolub

 

2.34

 

2,239

 

119,493

 

Henkel & Co.

 

1.94

 

6,004

 

689,619

 

Porsche Automobil Holding

 

2.55

 

5,054

a 

532,145

 

Sartorius

 

0.18

 

1,181

 

666,265

 

Volkswagen

 

2.26

 

6,153

a 

1,606,774

 

Total Preferred Stocks (cost $1,581,369)

   

3,773,195

 

26

 

        
 

Description

   

Number of Rights

 

Value ($)

 

Rights - .0%

     

Switzerland - .0%

     

Credit Suisse Group expiring 5/12/2021
(cost $0)

   

81,766

c 

35,813

 
    

Principal Amount ($)

   

Short-Term Investments - .1%

     

U.S. Treasury Bills - .1%

     

0.03%, 6/24/2021

   

245,000

f,g 

244,998

 

0.00%, 12/2/2021

   

8,000

f,g 

7,999

 

0.02%, 9/9/2021

   

233,000

f,g 

232,987

 

Total Short-Term Investments (cost $485,975)

   

485,984

 
  

1-Day
Yield (%)

 

Shares

   

Investment Companies - .8%

     

Registered Investment Companies - .8%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares
(cost $4,630,862)

 

0.05

 

4,630,862

h 

4,630,862

 

27

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

 

1-Day
Yield (%)

 

Shares

 

Value ($)

 

Investment of Cash Collateral for Securities Loaned - .1%

     

Registered Investment Companies - .1%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares
(cost $603,720)

 

0.01

 

603,720

h 

603,720

 

Total Investments (cost $330,230,136)

 

99.3%

 

562,079,847

 

Cash and Receivables (Net)

 

.7%

 

3,901,176

 

Net Assets

 

100.0%

 

565,981,023

 

ADR—American Depository Receipt

BR—Bearer Certificate

CDI—Chess Depository Interest

CVA—Company Voluntary Arrangement

PC—Participation Certificate

REIT—Real Estate Investment Trust

RSP—Risparmio (Savings) Shares

a Non-income producing security.

b Security, or portion thereof, on loan. At April 30, 2021, the value of the fund’s securities on loan was $564,463 and the value of the collateral was $603,720.

c The valuation of this security has been determined in good faith by management under the direction of the Board of Directors. At April 30, 2021, the value of these securities amounted to $215,542 or .04% of net assets.

d Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2021, these securities were valued at $10,622,312 or 1.88% of net assets.

e The fund held Level 3 securities at April 30, 2021. These securities were valued at $1 or .0% of net assets.

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

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

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

28

 

  

Portfolio Summary (Unaudited)

Value (%)

Capital Goods

10.8

Pharmaceuticals Biotechnology & Life Sciences

8.9

Banks

8.5

Materials

7.9

Food, Beverage & Tobacco

6.1

Insurance

5.0

Consumer Durables & Apparel

4.8

Automobiles & Components

3.9

Diversified Financials

3.6

Utilities

3.5

Telecommunication Services

3.5

Software & Services

3.4

Energy

3.1

Real Estate

3.0

Semiconductors & Semiconductor Equipment

3.0

Health Care Equipment & Services

2.9

Household & Personal Products

2.8

Technology Hardware & Equipment

2.7

Transportation

2.3

Retailing

2.2

Commercial & Professional Services

1.9

Media & Entertainment

1.6

Consumer Services

1.6

Food & Staples Retailing

1.3

Investment Companies

.9

U.S. Treasury Bills

.1

 

99.3

 Based on net assets.

See notes to financial statements.

29

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS (Unaudited)

       

Investment Companies

Value
10/31/20($)

Purchases($)

Sales($)

Value
4/30/21($)

Net
Assets(%)

Dividends/
Distributions($)

Registered Investment Companies;

    

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

13,952

45,444,454

(40,827,544)

4,630,682

.8

1,122

Investment of Cash Collateral for Securities Loaned: ††

   

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

2,004,872

180,135

(2,185,007)

-

-

-

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares

-

8,157,736

(7,554,016)

603,720

.1

5,102†††

Total

2,018,824

53,782,325

(50,566,567)

5,234,582

.9

6,224

 Includes reinvested dividends/distributions.

†† Effective November 9, 2020, cash collateral for securities lending was transferred from Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares to Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares.

††† Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities to financial statements.

See notes to financial statements.

30

 

STATEMENT OF FUTURES
April 30, 2021 (Unaudited)

       

Description

Number of
Contracts

Expiration

Notional
Value ($)

Market
Value ($)

Unrealized Appreciation ($)

 

Futures Long

  

MSCI EAFE Index

66

6/18/2021

7,336,890

7,449,090

112,200

 

Gross Unrealized Appreciation

 

112,200

 

See notes to financial statements.

31

 

STATEMENT OF ASSETS AND LIABILITIES
April 30, 2021 (Unaudited)

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $564,463)—Note 1(c):

 

 

 

Unaffiliated issuers

324,995,554

 

556,845,265

 

Affiliated issuers

 

5,234,582

 

5,234,582

 

Cash denominated in foreign currency

 

 

532,397

 

531,224

 

Tax reclaim receivable—Note 1(b)

 

2,226,809

 

Dividends and securities lending income receivable

 

2,047,664

 

Receivable for shares of Common Stock subscribed

 

431,882

 

 

 

 

 

 

567,317,426

 

Liabilities ($):

 

 

 

 

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

 

221,031

 

Liability for securities on loan—Note 1(c)

 

603,720

 

Payable for shares of Common Stock redeemed

 

404,120

 

Payable for futures variation margin—Note 4

 

98,223

 

Directors’ fees and expenses payable

 

9,309

 

 

 

 

 

 

1,336,403

 

Net Assets ($)

 

 

565,981,023

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

417,506,720

 

Total distributable earnings (loss)

 

 

 

 

148,474,303

 

Net Assets ($)

 

 

565,981,023

 

    

Net Asset Value Per Share

Investor Shares

Class I

 

Net Assets ($)

325,616,400

240,364,623

 

Shares Outstanding

16,294,021

12,032,585

 

Net Asset Value Per Share ($)

19.98

19.98

 

 

 

 

 

See notes to financial statements.

 

 

 

32

 

STATEMENT OF OPERATIONS
Six Months Ended April 30, 2021 (Unaudited)

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $757,182 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

7,251,694

 

Affiliated issuers

 

 

1,122

 

Income from securities lending—Note 1(c)

 

 

5,102

 

Total Income

 

 

7,257,918

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

961,098

 

Shareholder servicing costs—Note 3(b)

 

 

401,601

 

Directors’ fees—Note 3(a,c)

 

 

21,405

 

Loan commitment fees—Note 2

 

 

4,427

 

Interest expense—Note 2

 

 

941

 

Total Expenses

 

 

1,389,472

 

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

 

 

(21,405)

 

Net Expenses

 

 

1,368,067

 

Investment Income—Net

 

 

5,889,851

 

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

 

 

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

9,729,971

 

Net realized gain (loss) on futures

1,251,159

 

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

60,829

 

Net Realized Gain (Loss)

 

 

11,041,959

 

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

115,500,966

 

Net change in unrealized appreciation (depreciation) on futures

137,267

 

Net change in unrealized appreciation (depreciation) on
forward foreign currency exchange contracts

1,439

 

Net Change in Unrealized Appreciation (Depreciation)

 

 

115,639,672

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

126,681,631

 

Net Increase in Net Assets Resulting from Operations

 

132,571,482

 

 

 

 

 

 

 

 

See notes to financial statements.

     

33

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended
April 30, 2021 (Unaudited)

 

Year Ended
October 31, 2020

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

5,889,851

 

 

 

10,534,969

 

Net realized gain (loss) on investments

 

11,041,959

 

 

 

(15,775,438)

 

Net change in unrealized appreciation
(depreciation) on investments

 

115,639,672

 

 

 

(40,246,223)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

132,571,482

 

 

 

(45,486,692)

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Investor Shares

 

 

(5,282,901)

 

 

 

(10,250,790)

 

Class I

 

 

(4,218,841)

 

 

 

(8,149,102)

 

Total Distributions

 

 

(9,501,742)

 

 

 

(18,399,892)

 

Capital Stock Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Investor Shares

 

 

29,695,387

 

 

 

72,181,155

 

Class I

 

 

19,723,507

 

 

 

83,218,591

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Investor Shares

 

 

5,214,308

 

 

 

10,108,504

 

Class I

 

 

1,550,598

 

 

 

2,849,091

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Investor Shares

 

 

(72,992,817)

 

 

 

(122,621,734)

 

Class I

 

 

(25,016,910)

 

 

 

(129,419,920)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

(41,825,927)

 

 

 

(83,684,313)

 

Total Increase (Decrease) in Net Assets

81,243,813

 

 

 

(147,570,897)

 

Net Assets ($):

 

Beginning of Period

 

 

484,737,210

 

 

 

632,308,107

 

End of Period

 

 

565,981,023

 

 

 

484,737,210

 

Capital Share Transactions (Shares):

 

Investor Sharesa

 

 

 

 

 

 

 

 

Shares sold

 

 

1,550,484

 

 

 

4,500,560

 

Shares issued for distributions reinvested

 

 

275,889

 

 

 

566,938

 

Shares redeemed

 

 

(3,862,790)

 

 

 

(7,638,466)

 

Net Increase (Decrease) in Shares Outstanding

(2,036,417)

 

 

 

(2,570,968)

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

1,032,634

 

 

 

5,486,668

 

Shares issued for distributions reinvested

 

 

82,129

 

 

 

159,993

 

Shares redeemed

 

 

(1,321,301)

 

 

 

(8,596,354)

 

Net Increase (Decrease) in Shares Outstanding

(206,538)

 

 

 

(2,949,693)

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended April 30, 2021, 3,614 Class I shares representing $65,394 were exchanged for 3,616 Investor shares.

 

See notes to financial statements.

        

34

 

FINANCIAL HIGHLIGHTS

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

       

Six Months Ended

 
 

April 30, 2021

Year Ended October 31,

Investor Shares

(Unaudited)

2020

2019

2018

2017

2016a

Per Share Data ($):

      

Net asset value, beginning of period

15.85

17.52

16.24

17.90

15.01

15.86

Investment Operations:

      

Investment income—netb

.19

.29

.46

.40

.35

.36

Net realized and unrealized
gain (loss) on investments

4.25

(1.46)

1.22

(1.67)

2.96

(.89)

Total from Investment Operations

4.44

(1.17)

1.68

(1.27)

3.31

(.53)

Distributions:

      

Dividends from
investment income—net

(.31)

(.50)

(.40)

(.39)

(.42)

(.32)

Net asset value, end of period

19.98

15.85

17.52

16.24

17.90

15.01

Total Return (%)

28.09c

(7.01)

10.79

(7.30)

22.71

(3.37)

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

.61d

.61

.61

.61

.61

.61

Ratio of net expenses
to average net assets

.60d

.60

.60

.60

.60

.60

Ratio of net investment income
to average net assets

2.02d

1.80

2.76

2.24

2.20

2.43

Portfolio Turnover Rate

1.22c

3.15

7.58

7.48

9.18

5.53

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

325,616

290,572

366,092

338,147

456,213

514,975

a On August 31, 2016, the fund redesignated existing shares as Investor shares.

b Based on average shares outstanding.

c Not annualized.

d Annualized.

See notes to financial statements.

35

 

FINANCIAL HIGHLIGHTS (continued)

       

Six Months Ended

 
 

April 30, 2021

Year Ended October 31,

Class I Shares

(Unaudited)

2020

2019

2018

2017

2016a

Per Share Data ($):

      

Net asset value, beginning of period

15.86

17.53

16.26

17.92

15.02

15.15

Investment Operations:

      

Investment income—netb

.22

.33

.50

.46

.42

.02

Net realized and unrealized
gain (loss) on investments

4.25

(1.46)

1.22

(1.69)

2.94

(.15)

Total from Investment Operations

4.47

(1.13)

1.72

(1.23)

3.36

(.13)

Distributions:

      

Dividends from
investment income—net

(.35)

(.54)

(.45)

(.43)

(.46)

-

Net asset value, end of period

19.98

15.86

17.53

16.26

17.92

15.02

Total Return (%)

28.32c

(6.78)

11.06

(7.06)

23.04

(.86)c

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

.36d

.36

.36

.36

.36

.40d

Ratio of net expenses
to average net assets

.35d

.35

.35

.35

.35

.39d

Ratio of net investment income
to average net assets

2.32d

2.04

3.02

2.55

2.48

1.95d

Portfolio Turnover Rate

1.22c

3.15

7.58

7.48

9.18

5.53

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

240,365

194,165

266,216

215,019

155,546

673

a From August 31, 2016 (commencement of initial offering) to October 31, 2016.

b Based on average shares outstanding.

c Not annualized.

d Annualized.

See notes to financial statements.

36

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1—Significant Accounting Policies:

BNY Mellon International Stock Index Fund (the “fund”) is a separate non-diversified series of BNY Mellon Index Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering three series, including the fund. The fund’s investment objective is to seek to match the performance of the Morgan Stanley Capital International Europe, Australasia, Far East Index (MSCI EAFE®). BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares which are sold to the public without a sales charge. The fund is authorized to issue 300 million shares of $.001 par value Common Stock. The fund currently has authorized two classes of shares: Investor shares (200 million shares authorized) and Class I (100 million shares authorized). Investor shares are sold primarily to retail investors through financial intermediaries and bear Shareholder Services Plan fees. Class I shares are sold at net asset value per share generally to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

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

37

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

require the use of management estimates and assumptions. Actual results could differ from those estimates.

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

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

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

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

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

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

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

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

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

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

38

 

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 Company’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 ADRs and futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.

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

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

Investments denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange.

39

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

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

The following is a summary of the inputs used as of April 30, 2021 in valuing the fund’s investments:

       
 

Level 1-Unadjusted Quoted Prices

Level 2- Other Significant Observable Inputs

 

Level 3-Significant Unobservable Inputs

Total

 

Assets ($)

  

Investments In Securities:

  

Equity Securities - Common Stocks

2,130,730

550,419,542

†† 

1

552,550,273

 

Equity Securities - Preferred Stocks

-

3,773,195

†† 

-

3,773,195

 

Investment Companies

5,234,582

-

 

-

5,234,582

 

Rights

-

35,813

†† 

-

35,813

 

U.S. Treasury Securities

-

485,984

 

-

485,984

 

Other Financial Instruments:

  

Futures†††

112,200

-

 

-

112,200

 

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

†† Securities classified within Level 2 at period end as the values were determined pursuant to the fund’s fair valuation procedures.

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

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

  

 

Equity Securities—
Common Stock ($)

Balance as of 10/31/2020

1

Realized gain (loss)

-

Change in unrealized appreciation (depreciation)

-

Purchases/Issuances

-

Sales/Dispositions

-

Transfers into Level 3

-

Transfers out of Level 3

-

Balance as of 4/30/2021

1

The amount of total gains (losses) for the period included in
earnings attributable to the change in unrealized gains
(losses) relating to investments still held at 4/30/2021

-

 Securities deemed as Level 3 due to the lack of significant observable inputs by management assessment.

40

 

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

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

Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred or those subject to reclaims as of April 30, 2021, if any, are disclosed in the fund’s Statement of Assets and Liabilities.

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

Pursuant to a securities lending agreement with 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

41

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended April 30, 2021, The Bank of New York Mellon earned $662 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

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

(e) Risk: Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political, economic developments and public health conditions. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls and delayed settlements, and their prices may be more volatile than those of comparable securities in the U.S. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide.  Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

(f) Dividends and distributions to shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make

42

 

distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

As of and during the period ended April 30, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended April 30, 2021, the fund did not incur any interest or penalties.

Each tax year in the three-year period ended October 31, 2020 remains subject to examination by the Internal Revenue Service and state taxing authorities.

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

The fund has an unused capital loss carryover of $69,354,409 available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to October 31, 2020. The fund has $94,547 of short-term capital losses and $69,259,862 of long-term capital losses which can be carried forward for an unlimited period.

The tax character of distributions paid to shareholders during the fiscal year ended October 31, 2020 was as follows: ordinary income $18,399,892. The tax character of current year distributions will be determined at the end of the current fiscal year.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by The Bank of New York Mellon (the “BNYM Credit Facility”), a subsidiary of BNY Mellon and an affiliate of the Adviser, each to be utilized primarily for temporary or emergency purposes, including the

43

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.

The average amount of borrowings outstanding under the Facilities during the period ended April 30, 2021 was approximately $166,851 with a related weighted average annualized interest rate of 1.14%.

NOTE 3—Management Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement with the Adviser, the management fee is computed at the annual rate of .35% of the value of the fund’s average daily net assets and is payable monthly. Out of its fee, the Adviser pays all of the expenses of the fund, except management fees, Shareholder Services Plan fees, brokerage fees and commissions, taxes, interest expense, commitment fees on borrowings, fees and expenses of interested Directors (including counsel fees) and extraordinary expenses. In addition, the Adviser is required to reduce its fee in an amount equal to the fund’s allocable portion of fees and expenses of the non-interested Directors (including counsel fees). During the period ended April 30, 2021, fees reimbursed by the Adviser amounted to $21,405.

(b) Under the Shareholder Services Plan, Investor shares pay the Distributor at an annual rate of .25% of the value of its average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts, such as recordkeeping and sub-accounting services. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended April 30, 2021, the fund was charged $401,601 pursuant to the Shareholder Services Plan.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management

44

 

fees of $163,123 and Shareholder Services Plan fees of $66,936, which are offset against an expense reimbursement currently in effect in the amount of $9,028.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, futures and forward foreign currency exchange contracts (“forward contracts”), during the period ended April 30, 2021, amounted to $6,461,338 and $54,831,191, respectively.

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. The fund enters into International Swaps and Derivatives Association, Inc. Master Agreements or similar agreements (collectively, “Master Agreements”) with its over-the-counter (“OTC”) derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under a Master Agreement, the fund may offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment in the event of default or termination.

Each type of derivative instrument that was held by the fund during the period ended April 30, 2021 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

45

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

exchange guarantees the futures against default. Futures open at April 30, 2021, are set forth in the Statement of Futures.

Forward Foreign Currency Exchange Contracts: The fund enters into forward contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to settle foreign currency transactions or as a part of its investment strategy. When executing forward contracts, the fund is obligated to buy or sell a foreign currency at a specified rate on a certain date in the future. With respect to sales of forward contracts, the fund incurs a loss if the value of the contract increases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract decreases between those dates. With respect to purchases of forward contracts, the fund incurs a loss if the value of the contract decreases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract increases between those dates. Any realized or unrealized gains or losses which occurred during the period are reflected in the Statement of Operations. The fund is exposed to foreign currency risk as a result of changes in value of underlying financial instruments. The fund is also exposed to credit risk associated with counterparty nonperformance on these forward contracts, which is generally limited to the unrealized gain on each open contract. This risk may be mitigated by Master Agreements, if any, between the fund and the counterparty and the posting of collateral, if any, by the counterparty to the fund to cover the fund’s exposure to the counterparty. At April 30, 2021, there were no forward contracts outstanding.

The following summarizes the average market value of derivatives outstanding during the period ended April 30, 2021:

   

 

 

Average Market Value ($)

Equity futures

 

6,150,814

Forward contracts

 

2,771,587

At April 30, 2021, accumulated net unrealized appreciation on investments was $231,961,911, consisting of $259,903,407 gross unrealized appreciation and $27,941,496 gross unrealized depreciation.

At April 30, 2021, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).

46

 

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

At a meeting of the fund’s Board of Directors held on March 8-9, 2021, the Board considered the renewal of the fund’s Management Agreement pursuant to which the Adviser provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, 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. In considering the renewal of the Agreement, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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

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

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper, which included information comparing (1) the performance of the fund’s Investor class shares with the performance of a group of retail pure no-load international multi-cap core index funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds consisting of all retail and institutional international multi-cap core funds (the “Performance Universe”), all for various periods ended December 31, 2020, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all retail no-load international multi-cap core funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund

47

 

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

financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board discussed with representatives of the Adviser the results of the comparisons and considered that the fund’s total return performance was at or above the Performance Group median for all periods and above the Performance Universe medians for the three-, four- and ten-year periods, and below the medians for the other periods. It was noted that there were only three other funds in the Performance Group. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

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

Taking into account the fund’s “unitary” fee structure, the Board considered that the fund’s contractual management fee was higher than the Expense Group median contractual management fee, the fund’s actual management fee was slightly higher than the Expense Group median and the Expense Universe median actual management fee and the fund’s total expenses were lower than the Expense Group median and the Expense Universe median total expenses.

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

Analysis of Profitability and Economies of Scale. Representatives of the Adviser reviewed the expenses allocated and profit received by the Adviser and its affiliates and the resulting profitability percentage for managing the fund and the aggregate

48

 

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

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

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

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

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

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

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

49

 

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

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52

 

53

 

For More Information

BNY Mellon International Stock Index Fund

240 Greenwich Street
New York, NY 10286

Adviser

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

Custodian

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

Transfer Agent &
Dividend Disbursing Agent

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

Distributor

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

  

Ticker Symbols:

Investor: DIISX Class I: DINIX

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

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

E-mail Send your request to [email protected]

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

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

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

  

© 2021 BNY Mellon Securities Corporation
0079SA0421

 

 

 

BNY Mellon S&P 500 Index Fund

 

SEMIANNUAL REPORT

April 30, 2021

 

 

 

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

 

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

 

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

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Understanding Your Fund’s Expenses

4

Comparing Your Fund’s Expenses
With Those of Other Funds

4

Statement of Investments

5

Statement of Investments
in Affiliated Issuers

19

Statement of Futures

20

Statement of Assets and Liabilities

21

Statement of Operations

22

Statement of Changes in Net Assets

23

Financial Highlights

24

Notes to Financial Statements

25

Information About the Renewal of
the Fund’s Management Agreement

37

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from November 1, 2020 through April 30, 2021, as provided by Thomas J. Durante, CFA, David France, CFA, Todd Frysinger, CFA, Vlasta Sheremeta, CFA, Michael Stoll, and Marlene Walker Smith, Portfolio Managers

Market and Fund Performance Overview

For the six-month period ended April 30, 2021, the BNY Mellon S&P 500 Index Fund produced a total return of 28.56%.1 In comparison, the S&P 500® Index (the “Index”), the fund’s benchmark, returned 28.74% for the same period.2

Large-cap equities gained ground during the reporting period amid central bank policies that supported investor confidence, the implementation of a COVID-19 vaccine rollout and impending economic reopening. The difference in returns between the fund and the Index during the reporting 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 performance of the Index. To pursue its goal, the fund generally is fully invested in stocks included in the Index and in futures whose performance is tied to the Index. The fund generally invests in all 500 stocks in the Index in proportion to their weighting in the Index.

The Index is an unmanaged index of 500 common stocks, chosen to reflect the industries of the U.S. economy, and is often considered a proxy for the stock market in general. S&P weights each company’s stock in the Index by its market capitalization (i.e., the share price times the number of shares outstanding), adjusted by the number of available float shares (i.e., those shares available to public investors). Companies included in the Index generally must have market capitalizations in excess of $9.8 billion, to the extent consistent with market conditions.

Stimulus and Optimism Supports Equity Rally

After a bout of fall volatility, investor sentiment turned optimistic in November 2020. Resolution in the U.S. presidential election and promising progress towards a COVID-19 vaccine helped stocks resurrect their upward momentum. December 2020 brought vaccine approvals and passage of another U.S. fiscal stimulus package, both of which helped to support the rally. Ten-year U.S. Treasury rates began to rise as market participants anticipated the beginning of a strong global economic recovery. A strong rotation began out of companies that were able to benefit in the COVID-19 economy, such as technology and growth stocks. Investors began to support COVID-19-sensitive sectors of the market, which had previously lagged, as well as cyclical areas of the market on the theory that these sectors were offering more attractive valuations and would benefit most from economic reopening.

As the equity rally continued and sentiment strengthened, global bond yields rose and investors pulled back in March 2021. Economic centers of Europe such as Italy, France and Spain reinstituted lockdown measures as COVID-19 cases once again began to surge. During the month, the U.S. government passed another COVID-19 relief bill. The Biden administration also began to lay the groundwork for an infrastructure plan. Investor concerns were mollified as earnings season brought positive financial news from reporting companies. The equity rally continued in April. Stocks produced strong results for the six months.

Information Technology Stocks Lead the Market

The information technology sector was among the leading contributors to returns during the period. During a time when people were still mostly at home, companies that produce products

2

 

and services that support or facilitate working from home, online payments and gaming were among the strongest performers. Semiconductor and chip manufacturers, software companies, financial technology companies and cybersecurity companies all saw heavy demand for their products and services. The financial sector was also a leading performer. An improvement in the stock prices of banks supported sector returns. As interest rates increase, banks are able to make more money on lending products, which increases their profitability. Banks are also well capitalized due to regulations put in place after the 2008 financial crisis. The communication services sector was also a leading contributor to results. Companies such as Facebook and Alphabet, which have seen increased usage since the start of the pandemic, drove returns.

In a period of such strong equity returns, few sectors lagged the broader market. The consumer staples sector faced a headwind from household products companies. People stockpiled cleaning supplies at the start of the pandemic, so demand fell during the six-month reporting period since people already had these products on hand. The utilities sector was also a laggard. It is typically viewed as more defensive in nature, which was out of favor during the period.

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 while COVID-19 and resulting economic implications continue to impact markets and the economy, the U.S. government and the U.S. Federal Reserve remain dedicated to supporting capital markets and the economy with various fiscal and monetary techniques. We expect the vaccine rollout and resulting economic reopening to support markets as well. As always, we continue to monitor factors that affect the fund’s investments.

May 17, 2021

¹ DUE TO RECENT MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE DIFFERENT THAN THE FIGURES SHOWN. Investors should note that the fund’s short-term performance is highly unusual, in part due to unusually favorable market conditions, and is unlikely to be repeated or consistently achieved in the future. Total return includes reinvestment of dividends and any capital gains paid. The fund’s return reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement. Had these expenses not been absorbed, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.

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’s®,” “S&P®,” “Standard & Poor’s® 500,” and “S&P 500®” are registered trademarks of Standard & Poor’s Financial Services LLC and have been licensed for use on behalf of the fund. The fund is not sponsored, managed, advised, sold or promoted by Standard & Poor’s and its affiliates, and Standard & Poor’s and its affiliates make no representation regarding the advisability of investing in the fund.

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

The fund uses an indexing strategy. It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor stock performance.

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

The fund may, but is not required to, use derivative instruments. A small investment in derivatives could have a potentially large impact on the fund’s performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets.

3

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

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

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon S&P 500 Index Fund from November 1, 2020 to April 30, 2021. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

    

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended April 30, 2021

 

 

 

 

 

 

 

 

 

Expenses paid per $1,000

$2.83

 

Ending value (after expenses)

$1,285.60

 

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 April 30, 2021

 

 

 

 

 

 

 

 

 

Expenses paid per $1,000

$2.51

 

Ending value (after expenses)

$1,022.32

 

Expenses are equal to the fund’s annualized expense ratio of .50%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

4

 

STATEMENT OF INVESTMENTS
April 30, 2021 (Unaudited)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7%

     

Automobiles & Components - 2.0%

     

Aptiv

   

18,881

a 

2,716,787

 

BorgWarner

   

15,670

 

761,249

 

Ford Motor

   

273,422

a 

3,155,290

 

General Motors

   

88,289

a 

5,051,897

 

Tesla

   

53,466

a 

37,930,919

 
    

49,616,142

 

Banks - 4.4%

     

Bank of America

   

528,759

 

21,430,602

 

Citigroup

   

145,135

 

10,339,417

 

Citizens Financial Group

   

29,602

 

1,369,981

 

Comerica

   

9,413

 

707,481

 

Fifth Third Bancorp

   

49,001

 

1,986,501

 

First Republic Bank

   

12,130

 

2,222,701

 

Huntington Bancshares

   

72,772

 

1,114,867

 

JPMorgan Chase & Co.

   

212,455

 

32,677,704

 

KeyCorp

   

68,660

 

1,494,042

 

M&T Bank

   

8,948

 

1,411,010

 

People's United Financial

   

28,144

 

510,251

 

Regions Financial

   

66,684

 

1,453,711

 

SVB Financial Group

   

3,633

a 

2,077,458

 

The PNC Financial Services Group

   

29,712

 

5,554,658

 

Truist Financial

   

94,564

 

5,608,591

 

U.S. Bancorp

   

94,867

 

5,630,356

 

Wells Fargo & Co.

   

287,491

 

12,951,470

 

Zions Bancorp

   

12,139

 

677,356

 
    

109,218,157

 

Capital Goods - 5.9%

     

3M

   

40,493

 

7,982,790

 

A.O. Smith

   

9,109

 

617,135

 

Allegion

   

6,379

 

857,210

 

AMETEK

   

15,907

 

2,146,332

 

Carrier Global

   

56,446

 

2,459,917

 

Caterpillar

   

38,152

 

8,702,853

 

Cummins

   

10,401

 

2,621,468

 

Deere & Co.

   

21,781

 

8,077,484

 

Dover

   

9,861

 

1,471,163

 

Eaton

   

27,590

 

3,943,439

 

Emerson Electric

   

42,251

 

3,823,293

 

Fastenal

   

39,615

 

2,071,072

 

Fortive

   

23,842

 

1,688,490

 

Fortune Brands Home & Security

   

9,935

 

1,042,976

 

5

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7% (continued)

     

Capital Goods - 5.9% (continued)

     

Generac Holdings

   

4,240

a 

1,373,548

 

General Dynamics

   

16,295

 

3,099,798

 

General Electric

   

609,314

 

7,994,200

 

Honeywell International

   

48,360

 

10,786,214

 

Howmet Aerospace

   

28,044

a 

896,286

 

Huntington Ingalls Industries

   

2,896

 

614,879

 

IDEX

   

5,201

 

1,166,064

 

Illinois Tool Works

   

20,180

 

4,650,683

 

Ingersoll Rand

   

25,751

a 

1,272,357

 

Johnson Controls International

   

50,614

 

3,155,277

 

L3Harris Technologies

   

14,449

 

3,023,164

 

Lockheed Martin

   

17,273

 

6,573,413

 

Masco

   

18,101

 

1,156,292

 

Northrop Grumman

   

10,740

 

3,806,686

 

Otis Worldwide

   

28,855

 

2,246,939

 

PACCAR

   

24,177

 

2,173,029

 

Parker-Hannifin

   

9,001

 

2,824,604

 

Pentair

   

11,243

 

725,286

 

Quanta Services

   

9,867

 

953,547

 

Raytheon Technologies

   

105,595

 

8,789,728

 

Rockwell Automation

   

8,016

 

2,118,308

 

Roper Technologies

   

7,402

 

3,304,549

 

Snap-on

   

3,689

 

876,506

 

Stanley Black & Decker

   

11,108

 

2,296,801

 

Teledyne Technologies

   

2,606

a 

1,166,837

 

Textron

   

16,318

 

1,048,268

 

The Boeing Company

   

38,142

a 

8,937,052

 

Trane Technologies

   

16,489

 

2,866,283

 

TransDigm Group

   

3,776

a 

2,317,482

 

United Rentals

   

5,126

a 

1,640,064

 

W.W. Grainger

   

3,142

 

1,362,183

 

Westinghouse Air Brake Technologies

   

12,482

 

1,024,398

 

Xylem

   

12,971

 

1,435,241

 
    

145,181,588

 

Commercial & Professional Services - .8%

     

Cintas

   

6,129

 

2,115,363

 

Copart

   

14,698

a 

1,830,048

 

Equifax

   

8,515

 

1,951,893

 

IHS Markit

   

25,768

 

2,772,121

 

Jacobs Engineering Group

   

8,903

 

1,189,530

 

Leidos Holdings

   

9,591

 

971,376

 

Nielsen Holdings

   

24,601

 

631,016

 

Republic Services

   

14,591

 

1,551,023

 

6

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7% (continued)

     

Commercial & Professional Services - .8% (continued)

     

Robert Half International

   

8,414

 

737,151

 

Rollins

   

16,116

 

600,804

 

Verisk Analytics

   

11,327

 

2,131,741

 

Waste Management

   

27,446

 

3,786,725

 
    

20,268,791

 

Consumer Durables & Apparel - 1.2%

     

D.R. Horton

   

23,497

 

2,309,520

 

Garmin

   

10,597

 

1,454,332

 

Hanesbrands

   

25,020

 

526,921

 

Hasbro

   

8,755

 

870,685

 

Leggett & Platt

   

9,783

 

485,922

 

Lennar, Cl. A

   

19,466

 

2,016,678

 

Mohawk Industries

   

4,306

a 

884,883

 

Newell Brands

   

27,244

 

734,498

 

NIKE, Cl. B

   

88,188

 

11,695,493

 

NVR

   

242

a 

1,214,380

 

PulteGroup

   

19,160

 

1,132,739

 

PVH

   

5,331

a 

603,363

 

Ralph Lauren

   

3,183

a 

424,262

 

Tapestry

   

19,155

a 

916,567

 

Under Armour, Cl. A

   

13,931

a 

338,663

 

Under Armour, Cl. C

   

11,961

a 

238,144

 

VF

   

22,848

 

2,002,856

 

Whirlpool

   

4,285

 

1,013,188

 
    

28,863,094

 

Consumer Services - 2.1%

     

Booking Holdings

   

2,846

a 

7,018,464

 

Caesars Entertainment

   

14,048

a 

1,374,456

 

Carnival

   

54,008

a 

1,510,064

 

Chipotle Mexican Grill

   

1,974

a 

2,945,267

 

Darden Restaurants

   

9,015

 

1,322,681

 

Domino's Pizza

   

2,648

 

1,118,356

 

Expedia Group

   

9,487

a 

1,671,894

 

Hilton Worldwide Holdings

   

19,177

a 

2,468,080

 

Las Vegas Sands

   

22,807

a 

1,397,157

 

Marriott International, Cl. A

   

18,588

a 

2,760,690

 

McDonald's

   

51,853

 

12,241,456

 

MGM Resorts International

   

28,344

 

1,154,168

 

Norwegian Cruise Line Holdings

   

25,213

a 

782,864

 

Penn National Gaming

   

10,027

a 

893,606

 

Royal Caribbean Cruises

   

15,280

a 

1,328,596

 

Starbucks

   

82,436

 

9,438,098

 

Wynn Resorts

   

7,165

a 

919,986

 

7

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7% (continued)

     

Consumer Services - 2.1% (continued)

     

Yum! Brands

   

21,087

 

2,520,318

 
    

52,866,201

 

Diversified Financials - 5.0%

     

American Express

   

45,770

 

7,018,829

 

Ameriprise Financial

   

8,048

 

2,079,603

 

Berkshire Hathaway, Cl. B

   

132,755

a 

36,500,987

 

BlackRock

   

9,863

 

8,080,756

 

Capital One Financial

   

32,039

 

4,776,374

 

Cboe Global Markets

   

7,478

 

780,479

 

CME Group

   

25,176

 

5,085,300

 

Discover Financial Services

   

21,159

 

2,412,126

 

Franklin Resources

   

18,256

 

547,680

 

Intercontinental Exchange

   

39,338

 

4,630,476

 

Invesco

   

26,305

 

710,235

 

MarketAxess Holdings

   

2,608

 

1,273,904

 

Moody's

   

11,144

 

3,640,856

 

Morgan Stanley

   

104,283

 

8,608,562

 

MSCI

   

5,803

 

2,818,923

 

Nasdaq

   

7,944

 

1,283,274

 

Northern Trust

   

14,451

 

1,644,524

 

Raymond James Financial

   

8,846

 

1,156,880

 

S&P Global

   

16,879

 

6,589,393

 

State Street

   

24,991

 

2,097,994

 

Synchrony Financial

   

37,943

 

1,659,627

 

T. Rowe Price Group

   

15,764

 

2,824,909

 

The Bank of New York Mellon

   

56,701

 

2,828,246

 

The Charles Schwab

   

104,697

 

7,370,669

 

The Goldman Sachs Group

   

23,907

 

8,330,394

 
    

124,751,000

 

Energy - 2.7%

     

APA

   

27,868

 

557,360

 

Baker Hughes

   

47,842

 

960,667

 

Cabot Oil & Gas

   

29,428

 

490,565

 

Chevron

   

134,008

 

13,812,205

 

ConocoPhillips

   

93,989

 

4,806,597

 

Devon Energy

   

40,507

 

947,054

 

Diamondback Energy

   

11,225

 

917,419

 

EOG Resources

   

40,763

 

3,001,787

 

Exxon Mobil

   

294,571

 

16,861,244

 

Halliburton

   

63,589

 

1,243,801

 

Hess

   

18,937

 

1,410,996

 

HollyFrontier

   

11,010

 

385,350

 

Kinder Morgan

   

135,735

 

2,314,282

 

8

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7% (continued)

     

Energy - 2.7% (continued)

     

Marathon Oil

   

58,309

 

656,559

 

Marathon Petroleum

   

44,993

 

2,503,860

 

NOV

   

28,667

a 

428,572

 

Occidental Petroleum

   

58,459

 

1,482,520

 

ONEOK

   

30,868

 

1,615,631

 

Phillips 66

   

30,181

 

2,441,945

 

Pioneer Natural Resources

   

13,924

 

2,141,929

 

Schlumberger

   

96,670

 

2,614,923

 

The Williams Companies

   

86,000

 

2,094,960

 

Valero Energy

   

28,861

 

2,134,560

 
    

65,824,786

 

Food & Staples Retailing - 1.3%

     

Costco Wholesale

   

30,781

 

11,453,302

 

Sysco

   

35,612

 

3,017,405

 

The Kroger Company

   

53,505

 

1,955,073

 

Walgreens Boots Alliance

   

50,180

 

2,664,558

 

Walmart

   

96,435

 

13,492,221

 
    

32,582,559

 

Food, Beverage & Tobacco - 3.0%

     

Altria Group

   

130,378

 

6,225,549

 

Archer-Daniels-Midland

   

38,548

 

2,433,535

 

Brown-Forman, Cl. B

   

12,435

 

948,542

 

Campbell Soup

   

13,732

 

655,703

 

Conagra Brands

   

33,641

 

1,247,745

 

Constellation Brands, Cl. A

   

11,948

 

2,871,343

 

General Mills

   

42,264

 

2,572,187

 

Hormel Foods

   

19,598

 

905,428

 

Kellogg

   

17,891

 

1,116,756

 

Lamb Weston Holdings

   

10,448

 

841,064

 

McCormick & Co.

   

17,727

 

1,601,812

 

Molson Coors Beverage, Cl. B

   

13,142

a 

722,153

 

Mondelez International, Cl. A

   

98,030

 

5,961,204

 

Monster Beverage

   

25,536

a 

2,478,269

 

PepsiCo

   

95,970

 

13,835,035

 

Philip Morris International

   

108,262

 

10,284,890

 

The Coca-Cola Company

   

269,807

 

14,564,182

 

The Hershey Company

   

10,326

 

1,696,562

 

The J.M. Smucker Company

   

7,705

 

1,009,278

 

The Kraft Heinz Company

   

44,657

 

1,843,888

 

Tyson Foods, Cl. A

   

20,735

 

1,605,926

 
    

75,421,051

 

Health Care Equipment & Services - 6.4%

     

Abbott Laboratories

   

123,247

 

14,799,500

 

9

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7% (continued)

     

Health Care Equipment & Services - 6.4% (continued)

     

ABIOMED

   

3,130

a 

1,003,885

 

Align Technology

   

5,016

a 

2,987,178

 

AmerisourceBergen

   

10,360

 

1,251,488

 

Anthem

   

17,004

 

6,451,148

 

Baxter International

   

35,705

 

3,059,561

 

Becton Dickinson & Co.

   

20,336

 

5,059,800

 

Boston Scientific

   

99,585

a 

4,341,906

 

Cardinal Health

   

20,597

 

1,242,823

 

Centene

   

40,844

a 

2,521,709

 

Cerner

   

21,705

 

1,628,960

 

Cigna

   

24,428

 

6,082,816

 

CVS Health

   

91,086

 

6,958,970

 

Danaher

   

44,069

 

11,190,882

 

DaVita

   

5,331

a 

621,221

 

Dentsply Sirona

   

14,943

 

1,008,802

 

DexCom

   

6,644

a 

2,565,248

 

Edwards Lifesciences

   

43,270

a 

4,133,150

 

HCA Healthcare

   

18,632

 

3,746,150

 

Henry Schein

   

9,981

a 

723,623

 

Hologic

   

17,956

a 

1,177,016

 

Humana

   

9,057

 

4,032,539

 

IDEXX Laboratories

   

6,018

a 

3,303,822

 

Intuitive Surgical

   

8,174

a 

7,070,510

 

Laboratory Corp. of America Holdings

   

6,941

a 

1,845,404

 

McKesson

   

11,174

 

2,095,795

 

Medtronic

   

93,746

 

12,273,226

 

Quest Diagnostics

   

9,350

 

1,233,078

 

ResMed

   

10,372

 

1,949,625

 

Steris

   

6,045

 

1,275,616

 

Stryker

   

22,934

 

6,023,156

 

Teleflex

   

3,307

 

1,397,141

 

The Cooper Companies

   

3,424

 

1,406,887

 

UnitedHealth Group

   

65,802

 

26,241,838

 

Universal Health Services, Cl. B

   

5,703

 

846,382

 

West Pharmaceutical Services

   

5,224

 

1,716,188

 

Zimmer Biomet Holdings

   

14,355

 

2,543,132

 
    

157,810,175

 

Household & Personal Products - 1.6%

     

Church & Dwight

   

17,389

 

1,490,933

 

Colgate-Palmolive

   

58,859

 

4,749,921

 

Kimberly-Clark

   

23,400

 

3,119,688

 

The Clorox Company

   

8,934

 

1,630,455

 

The Estee Lauder Companies, Cl. A

   

15,880

 

4,983,144

 

10

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7% (continued)

     

Household & Personal Products - 1.6% (continued)

     

The Procter & Gamble Company

   

171,403

 

22,868,588

 
    

38,842,729

 

Insurance - 2.0%

     

Aflac

   

45,010

 

2,418,387

 

American International Group

   

59,810

 

2,897,794

 

Aon, Cl. A

   

15,880

 

3,992,867

 

Arthur J. Gallagher & Co.

   

13,711

 

1,987,409

 

Assurant

   

4,072

 

633,603

 

Chubb

   

31,238

 

5,360,128

 

Cincinnati Financial

   

10,309

 

1,161,618

 

Everest Re Group

   

2,971

 

822,818

 

Globe Life

   

6,682

 

684,838

 

Lincoln National

   

12,244

 

785,208

 

Loews

   

15,960

 

889,770

 

Marsh & McLennan

   

35,535

 

4,822,099

 

MetLife

   

52,039

 

3,311,242

 

Principal Financial Group

   

17,547

 

1,120,727

 

Prudential Financial

   

27,437

 

2,753,577

 

The Allstate

   

21,285

 

2,698,938

 

The Hartford Financial Services Group

   

24,999

 

1,648,934

 

The Progressive

   

40,596

 

4,089,641

 

The Travelers Companies

   

17,724

 

2,741,194

 

Unum Group

   

14,589

 

412,285

 

W.R. Berkley

   

9,703

 

773,523

 

Willis Towers Watson

   

8,987

 

2,326,375

 
    

48,332,975

 

Materials - 2.7%

     

Air Products & Chemicals

   

15,484

 

4,466,824

 

Albemarle

   

7,565

 

1,272,206

 

Amcor

   

109,301

 

1,284,287

 

Avery Dennison

   

5,729

 

1,226,980

 

Ball

   

22,798

 

2,134,805

 

Celanese

   

8,190

 

1,282,964

 

CF Industries Holdings

   

15,663

 

761,692

 

Corteva

   

51,402

 

2,506,362

 

Dow

   

52,343

 

3,271,437

 

DuPont de Nemours

   

37,494

 

2,891,162

 

Eastman Chemical

   

9,308

 

1,074,050

 

Ecolab

   

17,232

 

3,862,036

 

FMC

   

8,895

 

1,051,745

 

Freeport-McMoRan

   

102,516

 

3,865,878

 

International Flavors & Fragrances

   

16,818

 

2,391,015

 

International Paper

   

27,011

 

1,566,638

 

11

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7% (continued)

     

Materials - 2.7% (continued)

     

Linde

   

36,352

 

10,390,856

 

LyondellBasell Industries, Cl. A

   

18,015

 

1,868,876

 

Martin Marietta Materials

   

4,427

 

1,563,262

 

Newmont

   

55,428

 

3,459,261

 

Nucor

   

21,204

 

1,744,241

 

Packaging Corp. of America

   

6,457

 

953,376

 

PPG Industries

   

16,484

 

2,822,720

 

Sealed Air

   

11,160

 

551,304

 

The Mosaic Company

   

24,998

 

879,430

 

The Sherwin-Williams Company

   

16,774

 

4,593,895

 

Vulcan Materials

   

9,435

 

1,681,694

 

WestRock

   

19,127

 

1,066,330

 
    

66,485,326

 

Media & Entertainment - 9.6%

     

Activision Blizzard

   

54,204

 

4,942,863

 

Alphabet, Cl. A

   

20,942

a 

49,286,997

 

Alphabet, Cl. C

   

20,072

a 

48,375,929

 

Charter Communications, Cl. A

   

9,819

a 

6,612,606

 

Comcast, Cl. A

   

318,088

 

17,860,641

 

Discovery, Cl. A

   

10,812

a 

407,180

 

Discovery, Cl. C

   

20,238

a 

653,890

 

DISH Network, Cl. A

   

18,251

a 

817,462

 

Electronic Arts

   

20,276

 

2,880,814

 

Facebook, Cl. A

   

167,514

a 

54,455,451

 

Fox, Cl. A

   

23,504

 

879,520

 

Fox, Cl. B

   

11,206

 

407,674

 

Live Nation Entertainment

   

9,853

a 

806,764

 

Netflix

   

30,817

a 

15,823,605

 

News Corporation, Cl. A

   

27,629

 

723,742

 

News Corporation, Cl. B

   

8,955

 

217,696

 

Omnicom Group

   

14,773

 

1,215,227

 

Take-Two Interactive Software

   

8,136

a 

1,426,892

 

The Interpublic Group of Companies

   

27,728

 

880,364

 

The Walt Disney Company

   

126,355

a 

23,504,557

 

Twitter

   

55,734

a 

3,077,631

 

ViacomCBS, Cl. B

   

40,336

 

1,654,583

 
    

236,912,088

 

Pharmaceuticals Biotechnology & Life Sciences - 6.4%

     

AbbVie

   

122,830

 

13,695,545

 

Agilent Technologies

   

21,413

 

2,861,633

 

Alexion Pharmaceuticals

   

15,416

a 

2,600,371

 

Amgen

   

40,156

 

9,622,984

 

Biogen

   

10,760

a 

2,876,471

 

12

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7% (continued)

     

Pharmaceuticals Biotechnology & Life Sciences - 6.4% (continued)

     

Bio-Rad Laboratories, Cl. A

   

1,466

a 

923,771

 

Bristol-Myers Squibb

   

155,762

 

9,722,664

 

Catalent

   

11,448

a 

1,287,557

 

Eli Lilly & Co.

   

55,308

 

10,108,643

 

Gilead Sciences

   

87,924

 

5,580,536

 

Illumina

   

10,233

a 

4,019,932

 

Incyte

   

12,994

a 

1,109,428

 

IQVIA Holdings

   

13,442

a 

3,154,703

 

Johnson & Johnson

   

183,006

 

29,780,566

 

Merck & Co.

   

176,014

 

13,113,043

 

Mettler-Toledo International

   

1,646

a 

2,161,725

 

PerkinElmer

   

7,685

 

996,207

 

Perrigo

   

10,078

 

419,547

 

Pfizer

   

388,012

 

14,996,664

 

Regeneron Pharmaceuticals

   

7,416

a 

3,569,321

 

Thermo Fisher Scientific

   

27,390

 

12,879,600

 

Vertex Pharmaceuticals

   

18,211

a 

3,973,640

 

Viatris

   

87,019

a 

1,157,353

 

Waters

   

4,455

a 

1,335,921

 

Zoetis

   

33,331

 

5,767,263

 
    

157,715,088

 

Real Estate - 2.5%

     

Alexandria Real Estate Equities

   

8,614

b 

1,559,995

 

American Tower

   

30,876

b 

7,866,279

 

AvalonBay Communities

   

9,873

b 

1,895,616

 

Boston Properties

   

9,681

b 

1,058,617

 

CBRE Group, Cl. A

   

23,896

a 

2,035,939

 

Crown Castle International

   

29,933

b 

5,659,133

 

Digital Realty Trust

   

19,574

b 

3,020,464

 

Duke Realty

   

25,538

b 

1,188,028

 

Equinix

   

6,242

b 

4,498,984

 

Equity Residential

   

23,960

b 

1,778,551

 

Essex Property Trust

   

4,492

b 

1,305,016

 

Extra Space Storage

   

8,891

b 

1,322,003

 

Federal Realty Investment Trust

   

4,779

b 

539,262

 

Healthpeak Properties

   

37,323

b 

1,281,672

 

Host Hotels & Resorts

   

47,959

a,b 

870,935

 

Iron Mountain

   

19,549

b 

784,306

 

Kimco Realty

   

31,927

b 

670,467

 

Mid-America Apartment Communities

   

8,200

b 

1,290,106

 

Prologis

   

51,839

b 

6,040,799

 

Public Storage

   

10,686

b 

3,004,476

 

13

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7% (continued)

     

Real Estate - 2.5% (continued)

     

Realty Income

   

24,381

b 

1,685,946

 

Regency Centers

   

11,651

b 

741,703

 

SBA Communications

   

7,684

b 

2,303,048

 

Simon Property Group

   

23,178

b 

2,821,690

 

UDR

   

21,400

b 

994,030

 

Ventas

   

25,993

b 

1,441,572

 

Vornado Realty Trust

   

10,461

b 

478,591

 

Welltower

   

29,569

b 

2,218,562

 

Weyerhaeuser

   

51,538

b 

1,998,128

 
    

62,353,918

 

Retailing - 7.3%

     

Advance Auto Parts

   

4,608

 

922,337

 

Amazon.com

   

29,813

a 

103,374,192

 

AutoZone

   

1,560

a 

2,284,027

 

Best Buy

   

16,331

 

1,898,805

 

CarMax

   

11,466

a 

1,527,730

 

Dollar General

   

16,970

 

3,644,307

 

Dollar Tree

   

16,654

a 

1,913,545

 

eBay

   

45,432

 

2,534,651

 

Etsy

   

8,262

a 

1,642,403

 

Genuine Parts

   

9,919

 

1,239,577

 

L Brands

   

16,421

a 

1,082,144

 

LKQ

   

18,974

a 

886,276

 

Lowe's

   

50,821

 

9,973,621

 

O'Reilly Automotive

   

4,936

a 

2,729,016

 

Pool

   

2,755

 

1,164,043

 

Ross Stores

   

24,896

 

3,259,882

 

Target

   

34,794

 

7,211,404

 

The Gap

   

14,470

 

478,957

 

The Home Depot

   

74,938

 

24,255,182

 

The TJX Companies

   

84,224

 

5,979,904

 

Tractor Supply

   

8,128

 

1,532,941

 

Ulta Beauty

   

3,907

a 

1,286,770

 
    

180,821,714

 

Semiconductors & Semiconductor Equipment - 5.3%

     

Advanced Micro Devices

   

84,435

a 

6,891,585

 

Analog Devices

   

25,575

 

3,917,067

 

Applied Materials

   

64,128

 

8,510,427

 

Broadcom

   

28,434

 

12,971,591

 

Enphase Energy

   

8,552

a 

1,190,866

 

Intel

   

282,749

 

16,266,550

 

KLA

   

10,813

 

3,409,880

 

Lam Research

   

9,925

 

6,157,966

 

14

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7% (continued)

     

Semiconductors & Semiconductor Equipment - 5.3% (continued)

     

Maxim Integrated Products

   

18,924

a 

1,778,856

 

Microchip Technology

   

18,204

 

2,735,879

 

Micron Technology

   

78,156

a 

6,726,887

 

Monolithic Power Systems

   

2,705

 

977,533

 

NVIDIA

   

43,156

 

25,909,999

 

NXP Semiconductors

   

18,684

 

3,596,857

 

Qorvo

   

7,976

a 

1,500,844

 

Qualcomm

   

78,995

 

10,964,506

 

Skyworks Solutions

   

11,589

 

2,101,433

 

Teradyne

   

11,462

 

1,433,667

 

Texas Instruments

   

64,006

 

11,553,723

 

Xilinx

   

16,966

 

2,170,969

 
    

130,767,085

 

Software & Services - 13.7%

     

Accenture, Cl. A

   

44,113

 

12,791,447

 

Adobe

   

33,351

a 

16,953,647

 

Akamai Technologies

   

11,356

a 

1,234,397

 

Ansys

   

5,989

a 

2,189,938

 

Autodesk

   

15,410

a 

4,498,333

 

Automatic Data Processing

   

29,707

 

5,554,912

 

Broadridge Financial Solutions

   

8,059

 

1,278,399

 

Cadence Design Systems

   

19,501

a 

2,569,647

 

Citrix Systems

   

8,533

 

1,056,812

 

Cognizant Technology Solutions, Cl. A

   

37,371

 

3,004,628

 

DXC Technology

   

18,152

a 

597,382

 

Fidelity National Information Services

   

43,539

 

6,657,113

 

Fiserv

   

40,452

a 

4,859,094

 

FLEETCOR Technologies

   

5,944

a 

1,710,208

 

Fortinet

   

9,421

a 

1,924,051

 

Gartner

   

6,073

a 

1,189,579

 

Global Payments

   

20,472

 

4,393,905

 

International Business Machines

   

62,562

 

8,876,297

 

Intuit

   

19,026

 

7,841,756

 

Jack Henry & Associates

   

5,234

 

852,252

 

Mastercard, Cl. A

   

61,027

 

23,315,976

 

Microsoft

   

525,359

 

132,485,033

 

NortonLifeLock

   

42,336

 

914,881

 

Oracle

   

128,938

 

9,772,211

 

Paychex

   

22,156

 

2,159,988

 

Paycom Software

   

3,424

a 

1,316,220

 

PayPal Holdings

   

81,511

a 

21,379,520

 

PTC

   

6,491

a 

849,932

 

15

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7% (continued)

     

Software & Services - 13.7% (continued)

     

salesforce.com

   

63,842

a 

14,704,089

 

ServiceNow

   

13,699

a 

6,936,763

 

Synopsys

   

10,767

a 

2,660,095

 

The Western Union Company

   

30,343

 

781,636

 

Tyler Technologies

   

2,902

a 

1,232,944

 

Verisign

   

7,013

a 

1,534,234

 

Visa, Cl. A

   

118,070

 

27,576,429

 
    

337,653,748

 

Technology Hardware & Equipment - 7.6%

     

Amphenol, Cl. A

   

42,104

 

2,835,283

 

Apple

   

1,099,235

 

144,505,433

 

Arista Networks

   

3,794

a 

1,195,755

 

CDW

   

9,988

 

1,781,160

 

Cisco Systems

   

293,728

 

14,953,692

 

Corning

   

53,281

 

2,355,553

 

F5 Networks

   

4,338

a 

810,165

 

FLIR Systems

   

9,214

 

552,564

 

Hewlett Packard Enterprise

   

90,294

 

1,446,510

 

HP

   

88,082

 

3,004,477

 

IPG Photonics

   

2,623

a 

569,480

 

Juniper Networks

   

24,337

 

617,916

 

Keysight Technologies

   

13,240

a 

1,911,194

 

Motorola Solutions

   

11,669

 

2,197,273

 

NetApp

   

15,233

 

1,137,753

 

Seagate Technology

   

14,126

 

1,311,458

 

TE Connectivity

   

23,339

 

3,138,395

 

Trimble

   

16,575

a 

1,359,150

 

Western Digital

   

21,065

a 

1,487,821

 

Zebra Technologies, Cl. A

   

3,731

a 

1,819,758

 
    

188,990,790

 

Telecommunication Services - 1.6%

     

AT&T

   

496,181

 

15,585,045

 

Lumen Technologies

   

70,266

 

901,513

 

T-Mobile US

   

40,905

a 

5,404,778

 

Verizon Communications

   

287,944

 

16,640,284

 
    

38,531,620

 

Transportation - 2.0%

     

Alaska Air Group

   

9,129

a 

631,179

 

American Airlines Group

   

37,731

a 

819,517

 

C.H. Robinson Worldwide

   

9,591

 

931,094

 

CSX

   

52,914

 

5,331,085

 

Delta Air Lines

   

45,152

a 

2,118,532

 

Expeditors International of Washington

   

12,162

 

1,336,117

 

16

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.7% (continued)

     

Transportation - 2.0% (continued)

     

FedEx

   

16,931

 

4,915,239

 

J.B. Hunt Transport Services

   

5,699

 

972,876

 

Kansas City Southern

   

6,252

 

1,826,897

 

Norfolk Southern

   

17,476

 

4,879,998

 

Old Dominion Freight Line

   

6,726

 

1,734,030

 

Southwest Airlines

   

40,825

a 

2,562,994

 

Union Pacific

   

46,574

 

10,343,620

 

United Airlines Holdings

   

20,612

a 

1,121,293

 

United Parcel Service, Cl. B

   

50,225

 

10,238,868

 
    

49,763,339

 

Utilities - 2.6%

     

Alliant Energy

   

17,035

 

956,856

 

Ameren

   

17,408

 

1,476,895

 

American Electric Power

   

35,018

 

3,106,447

 

American Water Works

   

12,506

 

1,950,811

 

Atmos Energy

   

9,283

 

961,626

 

CenterPoint Energy

   

40,207

 

984,669

 

CMS Energy

   

19,691

 

1,267,903

 

Consolidated Edison

   

24,400

 

1,888,804

 

Dominion Energy

   

55,860

 

4,463,214

 

DTE Energy

   

13,569

 

1,899,931

 

Duke Energy

   

53,909

 

5,428,097

 

Edison International

   

26,081

 

1,550,515

 

Entergy

   

13,981

 

1,527,983

 

Evergy

   

15,798

 

1,010,598

 

Eversource Energy

   

23,663

 

2,040,224

 

Exelon

   

68,840

 

3,093,670

 

FirstEnergy

   

37,815

 

1,433,945

 

NextEra Energy

   

136,272

 

10,562,443

 

NiSource

   

28,283

 

735,924

 

NRG Energy

   

18,091

 

648,020

 

Pinnacle West Capital

   

7,985

 

675,930

 

PPL

   

53,808

 

1,567,427

 

Public Service Enterprise Group

   

34,851

 

2,201,189

 

Sempra Energy

   

20,327

 

2,796,385

 

The AES

   

46,364

 

1,289,846

 

The Southern Company

   

74,012

 

4,897,374

 

WEC Energy Group

   

21,757

 

2,114,128

 

Xcel Energy

   

37,638

 

2,683,589

 
    

65,214,443

 

Total Common Stocks (cost $511,636,870)

   

2,464,788,407

 

17

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Principal Amount ($)

 

Value ($)

 

Short-Term Investments - .0%

     

U.S. Treasury Bills - .0%

     

0.02%, 9/9/2021
(cost $503,962)

   

504,000

c,d 

503,973

 
  

1-Day
Yield (%)

 

Shares

   

Investment Companies - .3%

     

Registered Investment Companies - .3%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares
(cost $7,150,852)

 

0.05

 

7,150,852

e 

7,150,852

 

Total Investments (cost $519,291,684)

 

100.0%

 

2,472,443,232

 

Liabilities, Less Cash and Receivables

 

(.0%)

 

(442,648)

 

Net Assets

 

100.0%

 

2,472,000,584

 

a Non-income producing security.

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

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

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

e 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

26.6

Health Care

12.8

Consumer Discretionary

12.6

Financials

11.4

Communication Services

11.2

Industrials

8.7

Consumer Staples

5.9

Materials

2.7

Energy

2.7

Utilities

2.6

Real Estate

2.5

Investment Companies

.3

Government

.0

 

100.0

 Based on net assets.

See notes to financial statements.

18

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS (Unaudited)

       

Investment Companies

Value
10/31/20 ($)

Purchases ($)

Sales ($)

Value
4/30/21 ($)

Net
Assets (%)

Dividends/
Distributions ($)

Registered Investment Companies;

   

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

5,915,828

168,281,622

(167,046,598)

7,150,852

.3

6,883

Investment of Cash Collateral for Securities Loaned;††

   

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares

637,495

74,433

(711,928)

-

-

-

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares

-

9,984,175

(9,984,175)

-

-

54,223†††

Total

6,553,323

178,340,230

(177,742,701)

7,150,852

.3

61,106

 Includes reinvested dividends/distributions

†† Effective November 9, 2020, cash collateral for securities lending was transferred from Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares to Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares.

††† Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

See notes to financial statements.

19

 

STATEMENT OF FUTURES
April 30, 2021 (Unaudited)

       

Description

Number of
Contracts

Expiration

Notional
Value ($)

Market
Value ($)

Unrealized Appreciation ($)

 

Futures Long

  

Standard & Poor's 500 E-mini

43

6/18/2021

8,758,918

8,974,960

216,042

 

Gross Unrealized Appreciation

 

216,042

 

See notes to financial statements.

20

 

STATEMENT OF ASSETS AND LIABILITIES
April 30, 2021 (Unaudited)

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments

 

 

 

Unaffiliated issuers

512,140,832

 

2,465,292,380

 

Affiliated issuers

 

7,150,852

 

7,150,852

 

Dividends and securities lending income receivable

 

1,744,282

 

Receivable for shares of Common Stock subscribed

 

1,523,225

 

 

 

 

 

 

2,475,710,739

 

Liabilities ($):

 

 

 

 

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

 

993,116

 

Payable for shares of Common Stock redeemed

 

2,581,752

 

Directors’ fees and expenses payable

 

72,937

 

Payable for futures variation margin—Note 4

 

62,350

 

 

 

 

 

 

3,710,155

 

Net Assets ($)

 

 

2,472,000,584

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

366,018,840

 

Total distributable earnings (loss)

 

 

 

 

2,105,981,744

 

Net Assets ($)

 

 

2,472,000,584

 

     

Shares Outstanding

 

 

(200 million shares of $.001 par value Common Stock authorized)

41,867,084

 

Net Asset Value Per Share ($)

 

59.04

 

 

 

 

 

 

See notes to financial statements.

 

 

  

 

21

 

STATEMENT OF OPERATIONS
Six Months Ended April 30, 2021 (Unaudited)

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends:

 

Unaffiliated issuers

 

 

18,690,180

 

Affiliated issuers

 

 

6,883

 

Income from securities lending—Note 1(b)

 

 

54,223

 

Interest

 

 

5

 

Total Income

 

 

18,751,291

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

2,901,033

 

Shareholder servicing costs—Note 3(b)

 

 

2,901,033

 

Directors’ fees—Note 3(a,c)

 

 

114,600

 

Loan commitment fees—Note 2

 

 

18,709

 

Interest expense—Note 2

 

 

658

 

Total Expenses

 

 

5,936,033

 

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

 

 

(114,600)

 

Net Expenses

 

 

5,821,433

 

Investment Income—Net

 

 

12,929,858

 

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

 

 

Net realized gain (loss) on investments

159,377,198

 

Net realized gain (loss) on futures

5,155,318

 

Net Realized Gain (Loss)

 

 

164,532,516

 

Net change in unrealized appreciation (depreciation) on investments

399,271,904

 

Net change in unrealized appreciation (depreciation) on futures

754,974

 

Net Change in Unrealized Appreciation (Depreciation)

 

 

400,026,878

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

564,559,394

 

Net Increase in Net Assets Resulting from Operations

 

577,489,252

 

 

 

 

 

 

 

 

See notes to financial statements.

     

22

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended
April 30, 2021 (Unaudited)

 

Year Ended
October 31, 2020

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

12,929,858

 

 

 

30,590,406

 

Net realized gain (loss) on investments

 

164,532,516

 

 

 

263,480,367

 

Net change in unrealized appreciation
(depreciation) on investments

 

400,026,878

 

 

 

(104,798,264)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

577,489,252

 

 

 

189,272,509

 

Distributions ($):

 

Distributions to shareholders

 

 

(252,882,658)

 

 

 

(299,400,194)

 

Capital Stock Transactions ($):

 

Net proceeds from shares sold

 

 

177,491,100

 

 

 

290,861,571

 

Distributions reinvested

 

 

246,115,793

 

 

 

291,570,932

 

Cost of shares redeemed

 

 

(355,201,400)

 

 

 

(665,872,499)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

68,405,493

 

 

 

(83,439,996)

 

Total Increase (Decrease) in Net Assets

393,012,087

 

 

 

(193,567,681)

 

Net Assets ($):

 

Beginning of Period

 

 

2,078,988,497

 

 

 

2,272,556,178

 

End of Period

 

 

2,472,000,584

 

 

 

2,078,988,497

 

Capital Share Transactions (Shares):

 

Shares sold

 

 

3,163,775

 

 

 

6,043,802

 

Shares issued for distributions reinvested

 

 

4,722,099

 

 

 

5,779,474

 

Shares redeemed

 

 

(6,402,982)

 

 

 

(13,574,483)

 

Net Increase (Decrease) in Shares Outstanding

1,482,892

 

 

 

(1,751,207)

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

        

23

 

FINANCIAL HIGHLIGHTS

The following table describes the performance for the fiscal periods indicated. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.

         

Six Months Ended

 

April 30, 2021

Year Ended October 31,

  

(Unaudited)

2020

2019

2018

2017

2016

Per Share Data ($):

      

Net asset value,
beginning of period

51.48

53.93

55.44

56.66

51.04

52.88

Investment Operations:

      

Investment income—neta

.31

.71

.79

.78

.80

.84

Net realized and unrealized gain
(loss) on investments

13.56

4.07

5.03

2.97

10.12

1.11

Total from Investment Operations

13.87

4.78

5.82

3.75

10.92

1.95

Distributions:

      

Dividends from investment
income—net

(.75)

(.85)

(.84)

(.86)

(.91)

(.87)

Dividends from net realized gain
on investments

(5.56)

(6.38)

(6.49)

(4.11)

(4.39)

(2.92)

Total Distributions

(6.31)

(7.23)

(7.33)

(4.97)

(5.30)

(3.79)

Net asset value, end of period

59.04

51.48

53.93

55.44

56.66

51.04

Total Return (%)

28.56b

9.13

13.76

6.83

23.03

3.95

Ratios/Supplemental Data (%):

     

Ratio of total expenses to
average net assets

.51c

.51

.51

.51

.51

.51

Ratio of net expenses to
average net assets

.50c

.50

.50

.50

.50

.50

Ratio of net investment
income to
average net assets

1.11c

1.41

1.55

1.39

1.52

1.68

Portfolio Turnover Rate

2.46b

2.43

2.81

3.06

2.88

4.25

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

2,472,001

2,078,988

2,272,556

2,428,012

2,661,282

2,478,725

a Based on average shares outstanding.

b Not annualized.

c Annualized.

See notes to financial statements.

24

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1—Significant Accounting Policies:

BNY Mellon S&P 500 Index Fund (the “fund”) is a separate non-diversified series of BNY Mellon Index Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering three series, including the fund. The fund’s investment objective is to seek to match the performance 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. BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares, which are sold to the public without a sales charge.

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

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

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

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

25

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

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

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

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

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

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

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

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

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

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

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

26

 

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

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

The following is a summary of the inputs used as of April 30, 2021 in valuing the fund’s investments:

       
 

Level 1-Unadjusted Quoted Prices

Level 2- Other Significant Observable Inputs

 

Level 3-Significant Unobservable Inputs

Total

 

Assets ($)

  

Investments In Securities:

  

Equity Securities - Common Stocks

2,464,788,407

-

 

-

2,464,788,407

 

27

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

       
 

Level 1-Unadjusted Quoted Prices

Level 2- Other Significant Observable Inputs

 

Level 3-Significant Unobservable Inputs

Total

 

Assets ($)(continued)

  

Investments In Securities:(continued)

  

Investment Companies

7,150,852

-

 

-

7,150,852

 

U.S. Treasury Securities

-

503,973

 

-

503,973

 

Other Financial Instruments:

  

Futures††

216,042

-

 

-

216,042

 

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

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

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

Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended April 30, 2021, The Bank of New York Mellon earned $7,253 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

28

 

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

(d) Risk: Certain events particular to the industries in which the fund’s investments conduct their operations, as well as general economic, political and public health conditions, may have a significant negative impact on the investee’s operations and profitability. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide.  Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

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

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

As of and during the period ended April 30, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest

29

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended April 30, 2021, the fund did not incur any interest or penalties.

Each tax year in the three-year period ended October 31, 2020 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 October 31, 2020 was as follows: ordinary income $35,002,478 and long-term capital gains $264,397,716. The tax character of current year distributions will be determined at the end of the current fiscal year.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by The Bank of New York Mellon (the “BNYM Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.

The average amount of borrowings outstanding under the Facilities during the period ended April 30, 2021 was approximately $175,691 with a related weighted average annualized interest rate of .75%.

NOTE 3—Management Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement (the “Agreement”) with the Adviser, the management fee is computed at the annual rate of .25% of the value of the fund’s average daily net assets and is payable monthly. Out of its fee, the Adviser pays all of the expenses of the fund except management fees, Shareholder Services Plan fees, brokerage fees and commissions, taxes, interest expense, commitment fees on borrowings, fees and expenses of interested Directors (including counsel fees) and extraordinary expenses. In addition, the Adviser is required to reduce its fee in an amount equal to

30

 

the fund’s allocable portion of fees and expenses of the non-interested Directors (including counsel fees). During the period ended April 30, 2021, fees reimbursed by the Adviser amounted to $114,600.

(b) Under the Shareholder Services Plan, the fund pays the Distributor for the provision of certain services, at an annual rate of .25% of the value of the fund’s average daily net assets. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts such as recordkeeping and sub-accounting services. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended April 30, 2021, the fund was charged $2,901,033 pursuant to the Shareholder Services Plan.

The fund has an arrangement with the custodian whereby the fund will receive interest income or be charged an overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $505,558 and Shareholder Services Plan fees of $505,558, which are offset against an expense reimbursement currently in effect in the amount of $18,000.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and futures, during the period ended April 30, 2021, amounted to $56,246,904 and $221,316,327, 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 April 30, 2021 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

31

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

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 April 30, 2021 are set forth in the Statement of Futures.

The following summarizes the average market value of derivatives outstanding during the period ended April 30, 2021:

   

 

 

Average Market Value ($)

Equity futures

 

18,297,664

At April 30, 2021, accumulated net unrealized appreciation on investments inclusive of derivatives contracts was $1,953,367,590, consisting of $1,964,038,012 gross unrealized appreciation and $10,670,422 gross unrealized depreciation.

At April 30, 2021, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).

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

32

 

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.”

On December 19, 2019, the Second Circuit issued an Amended and Corrected Opinion affirming dismissal of the constructive fraudulent transfer claims notwithstanding Merit Mgmt., because there is an alternate basis for finding that the payments are safe-harbored under Section 546(e); namely, that, with respect to LBO payments, the Tribune Company is itself a “financial institution” because it was the customer of Computershare – a trust company and bank that acted as Tribune’s agent – and because all payments were made in connection with a securities contract.

On January 2, 2020, plaintiffs petitioned the Second Circuit for rehearing by the same panel of judges and/or rehearing en banc by all judges on the Court of Appeals for the Second Circuit. Plaintiffs sought this relief on numerous grounds, including that the panel rendered its decision using an incorrect construction of Section 546(e), improperly considered evidence, and an insufficiently developed factual record. Second Circuit rules state that parties opposing a petition for rehearing and rehearing en banc are not permitted to file a response unless requested by the Court. The Second Circuit did not request any oppositions to plaintiffs’ motion, instead issuing an order on February 6, 2020, denying plaintiffs’-appellants’ petition for rehearing and/or rehearing en banc.

33

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

In July 2020, plaintiffs filed a petition for certiorari to the U.S. Supreme Court seeking review of the Second Circuit’s Amended and Corrected Opinion affirming the dismissal of the constructive fraudulent transfer claims. Plaintiffs’ cert. petition identifies three purported errors allegedly justifying Supreme Court review; namely, that the Second Circuit erred in its application of the “presumption against preemption” in the context of the Bankruptcy Code, in its conclusion that the 546(e) safe harbor pre-empts claims brought by creditors, and in its conclusion that the Tribune Company was a “financial institution.” Plaintiffs also formally abandoned their claims against certain defendants believed to have created a financial conflict that precluded a quorum among the Supreme Court justices. In August 2020, defendants opposed the petition for certiorari to the U.S. Supreme Court, arguing that none of the Second Circuit’s findings and holdings warrant review, particularly since its decision does not conflict with the decision of any other court of appeals. In October 2020, the Supreme Court issued an order inviting the Solicitor General of the United States to file a brief expressing the views of the United States on the certiorari petition filed in the state law cases.

In March 2021, the Acting Solicitor General (“ASG”) filed a brief expressing the views of the United States on the cert. petition filed in the state law cases. Although the ASG’s position was that the Second Circuit erred when holding that the Section 546(e) safe harbor in the bankruptcy code preempted the plaintiffs’ state-law  fraudulent transfer claims, and that the Second Circuit’s interpretation of “financial institution” as used in Section 546(e) would likely render the Supreme Court’s decision in Merit Management a practical nullity, the ASG nonetheless recommended denying certiorari as to both issues. Regarding the preemption issue, the ASG recommended denying certiorari primarily because it believed the issue would arise very infrequently, and because there is no circuit split regarding the general presumption against preemption.  Regarding the “financial institution” issue, the ASG recommended denying certiorari primarily to allow other courts to analyze the issue before it is taken up by the Supreme Court, and because the state law cases present a poor vehicle for deciding the issue due to the lack of a factual record pertaining to the “financial institution” issue.

In April 2021, the United States Supreme Court denied Plaintiffs’ petition for a writ of certiorari, thus bringing a permanent end to the state law cases as pleaded. As a result, we will not report on the state law cases going forward.

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

34

 

al., S.D.N.Y. No. 12-cv-2652 (RJS) was filed (“the FitzSimons Litigation”). 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. Briefing on these matters began in January 2020,

35

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

and was completed and fully submitted to the Second Circuit by June 2020. Oral argument occurred in August 2020. In December 2020, Second Circuit Judge and panel member Ralph Winter, Jr., passed away. A decision is still expected in 2021, though it is unknown whether a third panel member will be sought to decide the pending appeal, whether additional briefing or oral argument will be requested or required by a third panel member, if any, or whether any such request will impact the timing to a final decision.

In April 2021, the United States Supreme Court denied Plaintiffs’ petition for a writ of certiorari to review legal issues raised in cases filed by Tribune creditors beginning in June 2011, arising under state and/or federal law, and alleging that payments made to shareholders in the LBO were “fraudulent conveyances,” which payments should have been returned to the shareholders for their shares (collectively, “the state law cases”). The state law cases had been 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). The Tribune defendants advised the Second Circuit of the denial of cert in the state law cases, and urged the Second Circuit to affirm denial of the Trustee’s motion for leave to amend in light of the Supreme Court’s decision.

As of April 2021, the Trustee’s assertion of intentional fraudulent transfer claims (which were dismissed by the trial court) and the Trustee’s request for leave to amend its complaint to add constructive fraudulent transfer claims (which was also denied by the trial court) are still pending on appeal before the Second Circuit.

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.

36

 

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

At a meeting of the fund’s Board of Directors held on March 8-9, 2021, the Board considered the renewal of the fund’s Management Agreement pursuant to which the Adviser provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, 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. In considering the renewal of the Agreement, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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

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

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper, which included information comparing (1) the performance of the fund’s shares with the performance of a group of retail pure no-load S&P 500 index funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds consisting of all retail and institutional S&P 500 index funds (the “Performance Universe”), all for various periods ended December 31, 2020, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all retail no-load S&P 500 index funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a

37

 

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

description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board discussed with representatives of the Adviser the results of the comparisons and considered that the fund’s total return performance was below the Performance Group and Performance Universe medians for all periods (in the third quartile of the Performance Universe for all periods). The Board considered the relative proximity of the fund’s ten-year performance the Performance Universe median. 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 noted that the fund had a four star overall rating from Morningstar based on Morningstar’s risk-adjusted return measures.

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

Taking into account the fund’s “unitary” fee structure, the Board considered that the fund’s contractual management fee was higher than the Expense Group median contractual management fee, the fund’s actual management fee was higher than the Expense Group median and the Expense Universe median actual management fee and the fund’s total expenses were higher than the Expense Group median and the Expense Universe median total expenses.

Representatives of the Adviser reviewed with the Board the management or investment advisory fees paid to the Adviser, or the primary employer of the fund’s primary portfolio manager(s) that is affiliated with the Adviser, for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors, noting the fund’s “unitary” fee structure. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee. Representatives of the Adviser noted that there were no other funds advised or administered by the Adviser that are in the same Lipper category as the fund.

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

38

 

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

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

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

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

· The Board noted that the fund had a four star overall rating from Morningstar.

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

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

39

 

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

fund pursuant to the Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

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

40

 

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41

 

For More Information

BNY Mellon S&P 500 Index Fund

240 Greenwich Street
New York, NY 10286

Adviser

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

Custodian

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

Transfer Agent &
Dividend Disbursing Agent

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

Distributor

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

  

Ticker Symbol:

PEOPX

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

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

E-mail Send your request to [email protected]

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

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

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

  

© 2021 BNY Mellon Securities Corporation
0078SA0421

 

 

 

 

BNY Mellon Smallcap Stock Index Fund

 

SEMIANNUAL REPORT

April 30, 2021

 

 

 

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

 

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

 

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

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Understanding Your Fund’s Expenses

5

Comparing Your Fund’s Expenses
With Those of Other Funds

5

Statement of Investments

6

Statement of Investments
in Affiliated Issuers

23

Statement of Futures

24

Statement of Assets and Liabilities

25

Statement of Operations

26

Statement of Changes in Net Assets

27

Financial Highlights

28

Notes to Financial Statements

30

Information About the Renewal of
the Fund’s Management Agreement

39

FOR MORE INFORMATION

 

Back Cover

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from November 1, 2020 through April 30, 2021, as provided by Thomas J. Durante, CFA, David France, CFA, Todd Frysinger, CFA, Vlasta Sheremeta, CFA, Michael Stoll, and Marlene Walker Smith, Portfolio Managers

Market and Fund Performance Overview

For the six-month period ended April 30, 2021, the BNY Mellon Smallcap Stock Index Fund’s Class I shares produced a total return of 54.28%, and its Investor shares returned 54.09%.1 In comparison, the S&P SmallCap 600® Index (the “Index”), the fund’s benchmark, produced a 54.44% total return for the same period.2,3

Small-cap stocks gained ground during the reporting period amid central bank policies that supported investor confidence, the implementation of a COVID-19 vaccine rollout and impending economic reopening. The difference in returns between the fund and the Index during the reporting 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 performance of the Index. To pursue its goal, the fund generally is fully invested in all of the stocks that comprise the Index and in futures whose performance is tied to the Index. The fund generally invests in all 600 stocks in the Index in proportion to their weighting in the Index; however, at times, the fund may invest in a representative sample of stocks included in the Index and in futures whose performance is tied to the Index. Under these circumstances, the fund expects to invest in approximately 500 or more of the stocks in the Index.

The Index is an unmanaged index composed of 600 domestic stocks. S&P weights each company’s stock in the Index by its market capitalization (i.e., the share price times the number of shares outstanding), adjusted by the number of available float shares (i.e., those shares available to public investors). Companies included in the Index generally have market capitalizations ranging between approximately $700 million and $3.2 billion, to the extent consistent with market conditions.

Stimulus and Optimism Supports Equity Rally

After a bout of fall volatility, investor sentiment turned optimistic in November 2020. Resolution in the U.S. presidential election and promising progress towards a COVID-19 vaccine helped stocks resurrect their upward momentum. December 2020 brought vaccine approvals and passage of another U.S. fiscal stimulus package, both of which helped to support the rally. Ten-year U.S. Treasury rates began to rise as market participants anticipated the beginning of a strong global economic recovery. A strong rotation began out of companies that were able to benefit in the COVID-19 economy, such as technology and growth stocks. Investors began to support COVID-19-sensitive sectors of the market, which had previously lagged, as well as cyclical areas of the market on the theory that these sectors were offering more attractive valuations and would benefit most from economic reopening.

As the equity rally continued and sentiment strengthened, global bond yields rose and investors pulled back in March 2021. Economic centers of Europe such as Italy, France and Spain reinstituted lockdown measures as COVID-19 cases once again began to surge.

2

 

During the month, the U.S. government passed another COVID-19 relief bill. The Biden administration also began to lay the groundwork for an infrastructure plan. Investor concerns were mollified as earnings season brought positive financial news from reporting companies. The equity rally continued in April. Stocks produced strong results for the six months.

Strong Performance from Industrials Companies

During the six months, demand surged for products provided by industrials companies. Supply chain and production difficulties that existed in the beginning of the pandemic have since been remedied, causing a backlog of demand. This backlog has also given increased pricing power to manufacturers, allowing them to raise prices. Future earnings reports for these companies are expected to be high due to these factors. In addition, the renewed emphasis on “green initiatives” from global governments and anticipated U.S. infrastructure spending is also raising the outlook for the sector. The building products, transportation and air freight industries were among the leading performers for the period. The industrials sector is sensitive to economic cycles, and the prospect of economic reopening is providing a tailwind to stock prices. The anticipated increase in global trade in the coming year is also working to support valuations. The financials sector was another strong performer and benefited from rising rates and an increased demand for lending products. Bank deposits and brokerage account balances have also increased. Banks are also well capitalized due to regulations put in place during the 2008 financial crisis. Within information technology, the switch to 5G technology is stoking demand for chips. It is worth mentioning that the energy sector appreciated considerably during the period, but it is a very small portion of the index, so it was not a significant driver of index returns.

During a period of such strong returns, some sectors did lag the broader market. The consumer staples sector was one of the weakest performers. The household products industry provided the largest headwind. Consumers stockpiled items such as cleaning products at the outset of the pandemic, leading to decreased demand during the recent six-month period. The utilities sector also trailed. Its label as a defensive sector worked against it during the period, as defensive sectors were not in favor.

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 while COVID-19 and resulting economic implications continue to impact markets and the economy, the U.S. government and the U.S. Federal Reserve remain dedicated to supporting capital markets and the economy with various fiscal and monetary techniques. We expect the vaccine rollout and resulting economic reopening

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

to support markets as well. As always, we continue to monitor factors that affect the fund’s investments.

May 17, 2021

¹ DUE TO RECENT MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE DIFFERENT THAN THE FIGURES SHOWN. Investors should note that the fund’s short-term performance is highly unusual, in part due to unusually favorable market conditions, and is unlikely to be repeated or consistently achieved in the future. Total return includes reinvestment of dividends and any capital gains paid. The fund’s return reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement. Had these expenses not been absorbed, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.

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

3 “Standard & Poor’s®,” “S&P®,” and “S&P SmallCap 600®” are registered trademarks of Standard & Poor’s Financial Services LLC and have been licensed for use on behalf of the fund. The fund is not sponsored, endorsed, managed, advised, sold or promoted by Standard & Poor’s and its affiliates, and Standard & Poor’s and its affiliates make no representation regarding the advisability of investing in the fund.

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

The fund uses an indexing strategy. It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor stock performance.

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

The prices of small company stocks tend to be more volatile than the prices of large company stocks, mainly because these companies have less established and more volatile earnings histories. They also tend to be less liquid than larger company stocks.

The fund may, but is not required to, use derivative instruments. A small investment in derivatives could have a potentially large impact on the fund’s performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets.

4

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

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

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Smallcap Stock Index Fund from November 1, 2020 to April 30, 2021. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

     

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended April 30, 2021

 

 

 

 

 

 

 

 

Investor Shares

Class I

 

Expenses paid per $1,000

$3.15

$1.58

 

Ending value (after expenses)

$1,540.90

$1,542.80

 

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

Using the SEC’s method to compare expenses

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

     

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended April 30, 2021

 

 

 

 

 

 

 

 

Investor Shares

Class I

 

Expenses paid per $1,000

$2.51

$1.25

 

Ending value (after expenses)

$1,022.32

$1,023.55

 

Expenses are equal to the fund’s annualized expense ratio of .50% for Investor Shares and .25% for Class I, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

5

 

STATEMENT OF INVESTMENTS
April 30, 2021 (Unaudited)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2%

     

Automobiles & Components - 1.8%

     

American Axle & Manufacturing Holdings

   

214,665

a 

1,992,091

 

Cooper Tire & Rubber

   

94,935

 

5,410,346

 

Cooper-Standard Holdings

   

31,956

a 

928,002

 

Dorman Products

   

53,965

a 

5,352,249

 

Gentherm

   

61,692

a 

4,392,470

 

LCI Industries

   

47,339

 

6,935,163

 

Motorcar Parts of America

   

36,057

a,b 

778,831

 

Patrick Industries

   

40,973

b 

3,671,181

 

Standard Motor Products

   

38,752

 

1,659,748

 

Winnebago Industries

   

62,572

 

5,002,631

 
    

36,122,712

 

Banks - 12.1%

     

Allegiance Bancshares

   

34,219

 

1,355,072

 

Ameris Bancorp

   

129,270

 

6,992,214

 

Axos Financial

   

97,079

a 

4,383,117

 

Banc of California

   

86,086

 

1,540,939

 

BancFirst

   

35,234

b 

2,449,115

 

BankUnited

   

172,582

 

8,044,047

 

Banner

   

65,629

 

3,730,352

 

Berkshire Hills Bancorp

   

97,938

 

2,173,244

 

Boston Private Financial Holdings

   

155,489

 

2,288,798

 

Brookline Bancorp

   

148,827

 

2,396,115

 

Cadence Bancorp

   

234,452

 

5,216,557

 

Capitol Federal Financial

   

240,581

 

3,109,509

 

Central Pacific Financial

   

51,181

 

1,379,328

 

City Holding

   

28,890

 

2,236,086

 

Columbia Banking System

   

132,894

 

5,784,876

 

Community Bank System

   

99,748

 

7,743,437

 

Customers Bancorp

   

55,043

a 

1,900,084

 

CVB Financial

   

236,761

 

5,021,701

 

Dime Community Bancshares

   

67,023

 

2,219,802

 

Eagle Bancorp

   

60,024

 

3,205,882

 

FB Financial

   

58,772

 

2,466,073

 

First Bancorp

   

53,888

 

2,284,851

 

First Bancorp

   

411,591

 

5,173,699

 

First Commonwealth Financial

   

182,603

 

2,645,917

 

First Financial Bancorp

   

183,482

 

4,497,144

 

First Hawaiian

   

243,074

 

6,674,812

 

First Midwest Bancorp

   

212,347

 

4,452,917

 

Flagstar Bancorp

   

89,222

 

4,152,392

 

6

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Banks - 12.1% (continued)

     

Great Western Bancorp

   

103,858

 

3,432,507

 

Hanmi Financial

   

55,595

 

1,128,579

 

Heritage Financial

   

67,352

 

1,892,591

 

Hilltop Holdings

   

121,437

 

4,274,582

 

HomeStreet

   

40,277

 

1,644,913

 

Hope Bancorp

   

227,703

 

3,417,822

 

Independent Bank

   

61,867

 

5,066,907

 

Independent Bank Group

   

69,159

 

5,222,196

 

Investors Bancorp

   

417,913

 

6,118,246

 

Meta Financial Group

   

60,956

 

3,002,693

 

Mr. Cooper Group

   

133,156

a 

4,591,219

 

National Bank Holdings, Cl. A

   

57,670

 

2,301,033

 

NBT Bancorp

   

82,199

 

3,114,520

 

NMI Holdings, Cl. A

   

157,729

a 

4,075,717

 

Northfield Bancorp

   

89,853

 

1,453,822

 

Northwest Bancshares

   

238,484

 

3,348,315

 

OFG Bancorp

   

97,326

 

2,305,653

 

Old National Bancorp

   

310,551

 

5,869,414

 

Pacific Premier Bancorp

   

175,223

 

7,715,069

 

Park National

   

26,471

b 

3,311,257

 

Preferred Bank

   

25,169

 

1,649,576

 

Provident Financial Services

   

136,527

 

3,217,941

 

Renasant

   

105,949

b 

4,463,631

 

S&T Bancorp

   

74,067

 

2,440,508

 

Seacoast Banking Corp. of Florida

   

102,145

 

3,712,971

 

ServisFirst Bancshares

   

88,444

b 

5,593,199

 

Simmons First National, Cl. A

   

203,601

b 

5,802,628

 

Southside Bancshares

   

59,249

 

2,378,847

 

Tompkins Financial

   

22,688

 

1,773,067

 

Triumph Bancorp

   

42,469

a 

3,764,027

 

TrustCo Bank

   

181,995

 

1,331,293

 

United Community Bank

   

162,633

 

5,321,352

 

Veritex Holdings

   

94,089

 

3,178,326

 

Walker & Dunlop

   

54,553

 

6,047,200

 

Westamerica Bancorporation

   

49,455

 

3,135,447

 

WSFS Financial

   

87,938

 

4,492,752

 
    

237,107,900

 

Capital Goods - 11.8%

     

AAON

   

75,603

b 

4,945,192

 

AAR

   

62,908

a 

2,531,418

 

Aegion

   

58,415

a 

1,758,292

 

Aerojet Rocketdyne Holdings

   

135,239

 

6,318,366

 

AeroVironment

   

41,585

a 

4,589,736

 

7

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Capital Goods - 11.8% (continued)

     

Alamo Group

   

18,619

 

2,927,838

 

Albany International, Cl. A

   

56,900

 

5,077,756

 

American Woodmark

   

31,661

a 

3,149,003

 

Apogee Enterprises

   

49,172

b 

1,727,412

 

Applied Industrial Technologies

   

71,987

 

6,886,276

 

Arcosa

   

90,678

 

5,466,977

 

Astec Industries

   

42,646

 

3,198,876

 

AZZ

   

47,964

 

2,524,825

 

Barnes Group

   

88,127

 

4,399,300

 

Boise Cascade

   

72,648

 

4,847,075

 

Chart Industries

   

66,141

a,b 

10,624,229

 

CIRCOR International

   

36,830

a 

1,265,847

 

Comfort Systems USA

   

68,223

 

5,618,846

 

Cubic

   

59,576

 

4,458,668

 

DXP Enterprises

   

29,571

a 

865,543

 

Encore Wire

   

38,899

 

2,904,977

 

Enerpac Tool Group

   

110,363

a 

2,935,656

 

EnPro Industries

   

37,965

 

3,251,702

 

ESCO Technologies

   

48,283

 

5,251,259

 

Federal Signal

   

114,140

 

4,728,820

 

Franklin Electric

   

71,190

 

5,785,611

 

Gibraltar Industries

   

61,352

a 

5,635,795

 

GMS

   

80,764

a 

3,530,194

 

Granite Construction

   

86,183

b 

3,283,572

 

Griffon

   

82,980

 

2,250,418

 

Hillenbrand

   

139,396

 

6,842,950

 

Insteel Industries

   

34,993

 

1,334,283

 

John Bean Technologies

   

58,981

 

8,574,658

 

Kaman

   

52,295

 

2,789,938

 

Lindsay

   

20,269

 

3,360,195

 

Lydall

   

32,807

a 

1,208,938

 

Matrix Service

   

47,739

a 

630,632

 

Meritor

   

136,490

a 

3,689,325

 

Moog, Cl. A

   

55,420

 

4,796,601

 

Mueller Industries

   

107,614

 

4,828,640

 

MYR Group

   

31,163

a 

2,427,598

 

National Presto Industries

   

9,390

 

966,043

 

NOW

   

204,041

a 

2,003,683

 

Park Aerospace

   

35,491

 

478,774

 

PGT Innovations

   

109,497

a 

2,883,056

 

Powell Industries

   

17,815

 

627,801

 

Proto Labs

   

51,424

a 

5,762,573

 

Quanex Building Products

   

61,748

 

1,685,103

 

8

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Capital Goods - 11.8% (continued)

     

Raven Industries

   

67,143

a 

2,727,349

 

Resideo Technologies

   

267,062

a 

8,014,531

 

SPX

   

83,959

a 

5,092,953

 

SPX FLOW

   

78,149

 

5,203,942

 

Standex International

   

23,312

 

2,210,444

 

Tennant

   

34,912

 

2,754,906

 

The Greenbrier Companies

   

61,890

b 

2,923,684

 

Titan International

   

95,909

a 

1,034,858

 

Triumph Group

   

98,614

a 

1,668,549

 

UFP Industries

   

113,855

 

9,568,374

 

Veritiv

   

23,706

a 

992,807

 

Vicor

   

39,198

a 

3,615,232

 

Wabash National

   

97,269

 

1,712,907

 

Watts Water Technologies, Cl. A

   

51,751

b 

6,445,587

 
    

231,596,393

 

Commercial & Professional Services - 3.4%

     

ABM Industries

   

125,195

 

6,436,275

 

Brady, Cl. A

   

89,856

 

4,903,442

 

CoreCivic

   

221,989

a 

1,724,855

 

Deluxe

   

79,208

b 

3,486,736

 

Exponent

   

96,364

 

9,282,744

 

Forrester Research

   

21,288

a 

924,964

 

Harsco

   

148,849

a 

2,668,863

 

Heidrick & Struggles International

   

35,839

 

1,515,990

 

HNI

   

81,345

 

3,444,147

 

Interface

   

111,777

 

1,435,217

 

Kelly Services, Cl. A

   

62,067

a 

1,554,778

 

Korn Ferry

   

101,661

 

6,901,765

 

ManTech International, Cl. A

   

51,526

 

4,397,744

 

Matthews International, Cl. A

   

59,283

 

2,453,131

 

Pitney Bowes

   

319,081

 

2,383,535

 

Resources Connection

   

56,919

 

803,127

 

Team

   

57,163

a 

564,199

 

TrueBlue

   

64,689

a 

1,830,699

 

U.S. Ecology

   

57,915

a 

2,459,071

 

UniFirst

   

28,653

 

6,423,716

 

Viad

   

38,945

a 

1,622,449

 
    

67,217,447

 

Consumer Durables & Apparel - 5.2%

     

Callaway Golf

   

174,681

a 

5,057,015

 

Cavco Industries

   

15,790

a 

3,306,900

 

Century Communities

   

54,588

a 

4,036,237

 

Crocs

   

121,765

a 

12,191,112

 

9

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Consumer Durables & Apparel - 5.2% (continued)

     

Ethan Allen Interiors

   

41,116

 

1,180,440

 

Fossil Group

   

90,093

a,b 

1,162,200

 

G-III Apparel Group

   

82,642

a,b 

2,685,039

 

Installed Building Products

   

42,505

 

5,723,298

 

iRobot

   

53,086

a,b 

5,775,757

 

Kontoor Brands

   

87,282

b 

5,483,928

 

La-Z-Boy

   

85,575

 

3,804,664

 

LGI Homes

   

41,398

a,b 

6,862,960

 

M.D.C. Holdings

   

103,902

 

6,094,891

 

M/I Homes

   

53,454

a 

3,726,813

 

Meritage Homes

   

69,654

a 

7,410,489

 

Movado Group

   

32,748

 

1,027,305

 

Oxford Industries

   

31,568

 

2,879,949

 

Steven Madden

   

143,552

 

5,838,260

 

Sturm Ruger & Co.

   

33,167

 

2,153,865

 

Tupperware Brands

   

94,028

a 

2,291,462

 

Unifi

   

27,784

a 

751,002

 

Universal Electronics

   

25,657

a 

1,458,600

 

Vera Bradley

   

44,186

a 

490,465

 

Vista Outdoor

   

109,649

a 

3,575,654

 

Wolverine World Wide

   

155,469

 

6,486,167

 
    

101,454,472

 

Consumer Services - 2.2%

     

American Public Education

   

31,908

a 

971,918

 

BJ's Restaurants

   

43,109

a 

2,629,218

 

Bloomin‘ Brands

   

149,013

a 

4,708,811

 

Brinker International

   

85,143

a 

5,715,650

 

Chuy's Holdings

   

36,201

a 

1,768,781

 

Dave & Buster's Entertainment

   

88,635

a 

4,047,074

 

Dine Brands Global

   

31,592

a,b 

3,053,367

 

El Pollo Loco Holdings

   

34,829

a 

590,003

 

Fiesta Restaurant Group

   

29,665

a,b 

437,262

 

Monarch Casino & Resort

   

23,881

a 

1,800,866

 

Perdoceo Education

   

135,650

a 

1,581,679

 

Red Robin Gourmet Burgers

   

30,679

a 

1,115,488

 

Regis

   

47,158

a,b 

610,225

 

Ruth's Hospitality Group

   

58,549

a 

1,528,714

 

Shake Shack, Cl. A

   

67,613

a,b 

7,352,914

 

The Cheesecake Factory

   

78,075

a 

4,886,714

 
    

42,798,684

 

Diversified Financials - 2.9%

     

Apollo Commercial Real Estate Finance

   

237,689

c 

3,615,250

 

ARMOUR Residential REIT

   

122,587

b,c 

1,523,756

 

10

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Diversified Financials - 2.9% (continued)

     

B. Riley Financial

   

33,217

 

2,368,040

 

Blucora

   

89,037

a 

1,281,688

 

Brightsphere Investment Group

   

112,332

 

2,528,593

 

Capstead Mortgage

   

184,757

c 

1,197,225

 

Donnelley Financial Solutions

   

55,752

a 

1,703,781

 

Encore Capital Group

   

58,434

a,b 

2,298,794

 

Enova International

   

69,489

a 

2,379,303

 

EZCORP, Cl. A

   

94,987

a 

534,777

 

Granite Point Mortgage Trust

   

106,826

c 

1,414,376

 

Green Dot, Cl. A

   

100,373

a 

4,593,068

 

Greenhill & Co.

   

25,249

b 

383,280

 

Invesco Mortgage Capital

   

395,393

b,c 

1,542,033

 

KKR Real Estate Finance Trust

   

49,686

c 

1,048,375

 

New York Mortgage Trust

   

709,957

c 

3,258,703

 

PennyMac Mortgage Investment Trust

   

184,467

c 

3,698,563

 

Piper Sandler

   

25,789

 

2,991,266

 

PRA Group

   

84,966

a 

3,201,519

 

Ready Capital

   

96,336

c 

1,397,835

 

Redwood Trust

   

212,303

c 

2,358,686

 

StoneX Group

   

31,135

a 

1,977,695

 

Virtus Investment Partners

   

13,345

 

3,649,324

 

Waddell & Reed Financial, Cl. A

   

114,565

 

2,861,834

 

WisdomTree Investments

   

217,421

 

1,475,201

 

World Acceptance

   

7,317

a,b 

956,625

 
    

56,239,590

 

Energy - 3.5%

     

Archrock

   

235,554

 

2,200,074

 

Bonanza Creek Energy

   

33,597

a 

1,111,725

 

Bristow Group

   

43,898

a 

1,161,541

 

Callon Petroleum

   

82,209

a,b 

3,073,795

 

CONSOL Energy

   

52,612

a 

461,933

 

Core Laboratories

   

84,325

b 

2,376,278

 

DMC Global

   

28,447

a,b 

1,536,138

 

Dorian LPG

   

52,417

a 

696,622

 

Dril-Quip

   

67,614

a,b 

2,072,369

 

Green Plains

   

77,648

a,b 

2,313,910

 

Helix Energy Solutions Group

   

275,868

a,b 

1,183,474

 

Helmerich & Payne

   

203,133

 

5,206,299

 

Laredo Petroleum

   

15,761

a,b 

638,951

 

Matador Resources

   

205,559

 

5,408,257

 

Nabors Industries

   

12,164

a,b 

983,459

 

Oceaneering International

   

187,331

a 

2,013,808

 

Oil States International

   

109,380

a 

613,622

 

11

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Energy - 3.5% (continued)

     

Par Pacific Holdings

   

76,191

a 

1,157,341

 

Patterson-UTI Energy

   

355,662

 

2,404,275

 

PBF Energy, Cl. A

   

182,550

a,b 

2,588,559

 

PDC Energy

   

187,917

a 

6,860,850

 

Penn Virginia

   

30,771

a,b 

419,409

 

ProPetro Holding

   

155,835

a 

1,500,691

 

Range Resources

   

478,758

a,b 

4,701,404

 

Renewable Energy Group

   

82,158

a,b 

4,561,412

 

REX American Resources

   

9,990

a 

806,493

 

RPC

   

118,657

a,b 

576,673

 

SM Energy

   

197,964

 

3,127,831

 

Southwestern Energy

   

1,223,081

a 

5,222,556

 

Talos Energy

   

54,568

a,b 

610,616

 

U.S. Silica Holdings

   

137,596

a 

1,465,397

 
    

69,055,762

 

Food & Staples Retailing - .6%

     

PriceSmart

   

44,014

 

3,698,937

 

SpartanNash

   

66,010

b 

1,278,614

 

The Andersons

   

56,779

 

1,630,693

 

The Chefs' Warehouse

   

59,848

a 

1,928,901

 

United Natural Foods

   

104,243

a 

3,842,397

 
    

12,379,542

 

Food, Beverage & Tobacco - 1.9%

     

B&G Foods

   

121,823

b 

3,554,795

 

Calavo Growers

   

31,446

 

2,456,876

 

Cal-Maine Foods

   

70,290

 

2,626,034

 

Celsius Holdings

   

49,376

a,b 

2,829,245

 

Coca-Cola Consolidated

   

8,689

 

2,548,049

 

Fresh Del Monte Produce

   

57,651

 

1,625,758

 

J&J Snack Foods

   

28,356

 

4,667,681

 

John B. Sanfilippo & Son

   

17,175

 

1,509,683

 

MGP Ingredients

   

24,423

b 

1,467,822

 

National Beverage

   

44,092

b 

2,142,430

 

Seneca Foods, Cl. A

   

11,652

a 

536,691

 

The Simply Good Foods Company

   

156,187

a,b 

5,396,261

 

Universal

   

46,225

 

2,599,232

 

Vector Group

   

237,385

 

3,097,874

 
    

37,058,431

 

Health Care Equipment & Services - 7.9%

     

Addus HomeCare

   

27,717

a 

2,932,459

 

Allscripts Healthcare Solutions

   

259,120

a,b 

4,031,907

 

AMN Healthcare Services

   

87,632

a 

6,949,218

 

AngioDynamics

   

70,223

a 

1,706,419

 

12

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Health Care Equipment & Services - 7.9% (continued)

     

Cardiovascular Systems

   

76,313

a 

3,076,940

 

Community Health Systems

   

222,718

a 

2,483,306

 

Computer Programs & Systems

   

25,549

a 

766,981

 

CONMED

   

53,794

 

7,582,264

 

CorVel

   

16,958

a 

1,984,256

 

Covetrus

   

184,468

a,b 

5,285,008

 

Cross Country Healthcare

   

62,822

a 

836,789

 

CryoLife

   

71,104

a,b 

2,074,815

 

Cutera

   

34,039

a 

1,022,191

 

Fulgent Genetics

   

31,460

a,b 

2,423,049

 

Glaukos

   

85,467

a 

8,047,573

 

Hanger

   

69,623

a 

1,735,701

 

HealthStream

   

47,688

a 

1,152,142

 

Heska

   

18,656

a 

3,407,518

 

Inogen

   

34,101

a 

2,229,864

 

Integer Holdings

   

61,144

a 

5,740,199

 

Invacare

   

63,945

a,b 

577,423

 

Lantheus Holdings

   

126,351

a 

2,994,519

 

LeMaitre Vascular

   

30,872

b 

1,619,854

 

Magellan Health

   

43,628

a 

4,109,758

 

MEDNAX

   

162,161

a,b 

4,268,078

 

Meridian Bioscience

   

80,067

a 

1,567,712

 

Merit Medical Systems

   

90,919

a 

5,782,448

 

Mesa Laboratories

   

9,113

 

2,265,947

 

ModivCare

   

23,282

a 

3,261,343

 

Natus Medical

   

64,192

a 

1,640,106

 

NextGen Healthcare

   

101,763

a 

1,863,281

 

Omnicell

   

80,618

a 

11,691,222

 

OraSure Technologies

   

134,513

a,b 

1,230,794

 

Orthofix Medical

   

36,859

a 

1,634,697

 

Owens & Minor

   

138,517

 

4,999,079

 

R1 RCM

   

225,582

a 

6,153,877

 

RadNet

   

80,939

a 

1,808,177

 

Select Medical Holdings

   

200,436

a 

7,560,446

 

Simulations Plus

   

29,071

b 

1,835,543

 

SurModics

   

24,868

a 

1,330,189

 

Tabula Rasa HealthCare

   

40,931

a,b 

1,946,678

 

Tactile Systems Technology

   

35,766

a,b 

2,049,392

 

The Ensign Group

   

96,030

 

8,244,175

 

The Pennant Group

   

47,140

a 

1,905,399

 

Tivity Health

   

69,871

a 

1,689,481

 

U.S. Physical Therapy

   

24,225

 

2,724,101

 

Varex Imaging

   

74,045

a 

1,757,828

 

13

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Health Care Equipment & Services - 7.9% (continued)

     

Zynex

   

39,608

a,b 

585,010

 
    

154,565,156

 

Household & Personal Products - 1.3%

     

Central Garden & Pet

   

18,483

a 

1,000,670

 

Central Garden & Pet, Cl. A

   

73,989

a 

3,645,438

 

e.l.f. Beauty

   

70,488

a 

2,132,262

 

Edgewell Personal Care

   

97,116

 

3,709,831

 

Inter Parfums

   

32,782

 

2,412,755

 

Medifast

   

22,110

 

5,020,960

 

USANA Health Sciences

   

21,792

a 

1,961,062

 

WD-40

   

25,738

b 

6,402,070

 
    

26,285,048

 

Insurance - 2.6%

     

Ambac Financial Group

   

83,357

a 

1,429,573

 

American Equity Investment Life Holding

   

159,175

 

4,931,241

 

AMERISAFE

   

35,480

 

2,202,598

 

Assured Guaranty

   

142,232

 

7,232,497

 

eHealth

   

48,996

a,b 

3,465,977

 

Employers Holdings

   

53,640

 

2,171,347

 

Genworth Financial, Cl. A

   

942,368

a 

4,071,030

 

HCI Group

   

11,135

b 

817,532

 

Horace Mann Educators

   

78,030

 

3,129,003

 

James River Group Holdings

   

58,499

 

2,755,888

 

Palomar Holdings

   

39,987

a 

2,813,485

 

ProAssurance

   

102,162

 

2,554,050

 

Safety Insurance Group

   

26,901

 

2,206,689

 

SiriusPoint

   

157,154

a 

1,662,689

 

Stewart Information Services

   

50,549

 

2,964,699

 

Trupanion

   

61,552

a,b 

4,991,867

 

United Fire Group

   

39,052

 

1,181,714

 

United Insurance Holdings

   

43,585

 

243,640

 

Universal Insurance Holdings

   

55,138

 

769,175

 
    

51,594,694

 

Materials - 5.1%

     

AdvanSix

   

51,365

a 

1,493,694

 

Allegheny Technologies

   

235,286

a 

5,472,752

 

American Vanguard

   

48,050

 

950,429

 

Arconic

   

182,075

a 

5,207,345

 

Balchem

   

60,897

 

7,745,489

 

Carpenter Technology

   

88,765

 

3,361,531

 

Century Aluminum

   

95,229

a,b 

1,491,286

 

Clearwater Paper

   

32,143

a 

1,075,505

 

14

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Materials - 5.1% (continued)

     

Domtar

   

103,390

a 

4,075,634

 

Ferro

   

151,612

a 

2,525,856

 

FutureFuel

   

47,831

 

607,454

 

GCP Applied Technologies

   

90,274

a 

2,319,139

 

Glatfelter

   

80,699

 

1,187,889

 

H.B. Fuller

   

97,156

 

6,491,964

 

Hawkins

   

35,330

 

1,178,256

 

Haynes International

   

24,063

 

703,602

 

Innospec

   

46,356

 

4,515,538

 

Kaiser Aluminum

   

29,717

 

3,580,007

 

Koppers Holdings

   

40,341

a 

1,340,935

 

Kraton

   

58,540

a 

2,093,390

 

Livent

   

276,139

a,b 

4,976,025

 

Materion

   

38,336

 

2,714,572

 

Mercer International

   

75,982

 

1,252,943

 

Myers Industries

   

69,594

 

1,570,041

 

Neenah

   

30,711

 

1,632,904

 

O-I Glass

   

295,560

a 

4,873,784

 

Olympic Steel

   

17,411

 

505,790

 

Quaker Chemical

   

24,515

b 

5,941,210

 

Rayonier Advanced Materials

   

115,682

a 

1,051,549

 

Schweitzer-Mauduit International

   

57,834

b 

2,641,279

 

Stepan

   

39,585

 

5,172,176

 

SunCoke Energy

   

160,662

 

1,084,469

 

TimkenSteel

   

72,057

a 

866,125

 

Tredegar

   

49,946

 

730,211

 

Trinseo

   

71,178

 

4,406,630

 

U.S. Concrete

   

29,157

a 

1,848,845

 

Warrior Met Coal

   

96,629

 

1,531,570

 
    

100,217,818

 

Media & Entertainment - .9%

     

AMC Networks, Cl. A

   

57,027

a,b 

2,867,318

 

Gannett

   

248,875

a,b 

1,129,893

 

Meredith

   

75,344

a 

2,343,198

 

QuinStreet

   

90,758

a 

1,839,665

 

Scholastic

   

55,464

 

1,682,223

 

TechTarget

   

44,808

a 

3,436,774

 

The E.W. Scripps Company, Cl. A

   

109,417

 

2,365,596

 

The Marcus

   

46,714

a,b 

932,411

 
    

16,597,078

 

Pharmaceuticals Biotechnology & Life Sciences - 3.4%

     

Amphastar Pharmaceuticals

   

71,193

a 

1,238,758

 

ANI Pharmaceuticals

   

19,578

a 

651,556

 

15

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Pharmaceuticals Biotechnology & Life Sciences - 3.4% (continued)

     

Anika Therapeutics

   

27,144

a 

1,090,646

 

Cara Therapeutics

   

80,618

a 

1,044,003

 

Coherus Biosciences

   

120,544

a,b 

1,784,051

 

Collegium Pharmaceutical

   

65,895

a,b 

1,469,459

 

Corcept Therapeutics

   

196,221

a 

4,471,877

 

Cytokinetics

   

134,055

a,b 

3,410,359

 

Eagle Pharmaceuticals

   

20,704

a,b 

845,344

 

Enanta Pharmaceuticals

   

34,530

a 

1,752,052

 

Endo International

   

434,213

a 

2,488,040

 

Innoviva

   

116,129

a 

1,329,677

 

Lannett

   

68,005

a 

297,182

 

Luminex

   

81,007

 

2,972,147

 

Myriad Genetics

   

141,939

a 

4,289,397

 

NeoGenomics

   

216,011

a,b 

10,582,379

 

Pacira Biosciences

   

81,664

a 

5,159,532

 

Phibro Animal Health, Cl. A

   

36,691

 

899,663

 

Prestige Consumer Healthcare

   

94,044

a 

4,096,557

 

REGENXBIO

   

66,214

a 

2,296,964

 

Spectrum Pharmaceuticals

   

265,305

a,b 

825,099

 

Supernus Pharmaceuticals

   

98,999

a,b 

3,014,520

 

Vanda Pharmaceuticals

   

101,394

a 

1,683,140

 

Vericel

   

82,138

a 

5,127,054

 

Xencor

   

108,964

a,b 

4,637,508

 
    

67,456,964

 

Real Estate - 7.7%

     

Acadia Realty Trust

   

162,693

c 

3,398,657

 

Agree Realty

   

116,444

c 

8,193,000

 

Alexander & Baldwin

   

137,270

c 

2,516,159

 

American Assets Trust

   

94,632

c 

3,316,852

 

Armada Hoffler Properties

   

112,691

c 

1,535,978

 

Brandywine Realty Trust

   

321,539

c 

4,350,423

 

CareTrust REIT

   

180,683

c 

4,368,915

 

Centerspace

   

23,690

c 

1,667,539

 

Chatham Lodging Trust

   

84,963

a,c 

1,178,437

 

Community Healthcare Trust

   

42,889

c 

2,183,908

 

DiamondRock Hospitality

   

386,228

a,c 

4,024,496

 

Diversified Healthcare Trust

   

449,433

c 

1,984,247

 

Easterly Government Properties

   

155,641

c 

3,335,387

 

Essential Properties Realty Trust

   

214,409

c 

5,615,372

 

Four Corners Property Trust

   

140,979

c 

4,070,064

 

Franklin Street Properties

   

185,236

c 

978,046

 

Getty Realty

   

66,942

c 

2,114,028

 

16

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Real Estate - 7.7% (continued)

     

Global Net Lease

   

171,058

c 

3,284,314

 

Hersha Hospitality Trust

   

67,791

a,c 

783,664

 

Independence Realty Trust

   

186,026

c 

3,132,678

 

Industrial Logistics Properties Trust

   

123,163

c 

3,054,442

 

Innovative Industrial Properties

   

43,964

b,c 

8,051,127

 

iStar

   

140,012

b,c 

2,591,622

 

Kite Realty Group Trust

   

158,928

c 

3,307,292

 

Lexington Realty Trust

   

515,156

c 

6,305,509

 

LTC Properties

   

73,850

b,c 

3,140,840

 

Mack-Cali Realty

   

163,759

c 

2,679,097

 

Marcus & Millichap

   

45,028

a 

1,590,389

 

National Storage Affiliates Trust

   

119,478

c 

5,429,080

 

NexPoint Residential Trust

   

40,676

c 

2,040,308

 

Office Properties Income Trust

   

88,845

b,c 

2,465,449

 

RE/MAX Holdings, Cl. A

   

35,112

 

1,289,664

 

Realogy Holdings

   

213,186

a,b 

3,683,854

 

Retail Opportunity Investments

   

218,412

c 

3,844,051

 

Retail Properties of America, Cl. A

   

403,995

c 

4,738,861

 

RPT Realty

   

148,615

c 

1,888,897

 

Safehold

   

27,454

b,c 

1,941,272

 

Saul Centers

   

24,144

c 

1,042,538

 

SITE Centers

   

313,695

c 

4,627,001

 

Summit Hotel Properties

   

203,204

a,c 

2,066,585

 

Tanger Factory Outlet Centers

   

177,045

b,c 

3,089,435

 

The GEO Group

   

226,325

b,c 

1,247,051

 

The St. Joe Company

   

58,854

b 

2,694,925

 

Uniti Group

   

436,995

c 

4,981,743

 

Universal Health Realty Income Trust

   

24,190

c 

1,619,521

 

Urstadt Biddle Properties, Cl. A

   

56,717

c 

1,030,548

 

Washington Real Estate Investment Trust

   

155,124

c 

3,601,979

 

Whitestone REIT

   

73,630

c 

719,365

 

Xenia Hotels & Resorts

   

210,415

a,c 

4,088,363

 
    

150,882,972

 

Retailing - 6.8%

     

Abercrombie & Fitch, Cl. A

   

115,511

a 

4,330,507

 

America's Car-Mart

   

11,312

a 

1,706,189

 

Asbury Automotive Group

   

36,237

a 

7,197,031

 

Barnes & Noble Education

   

48,175

a 

381,064

 

Bed Bath & Beyond

   

224,886

a,b 

5,694,114

 

Big Lots

   

63,956

b 

4,409,127

 

Boot Barn Holdings

   

54,714

a 

3,859,526

 

Caleres

   

69,093

 

1,610,558

 

17

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Retailing - 6.8% (continued)

     

Chico's FAS

   

224,501

a 

673,503

 

Conn's

   

38,307

a 

775,334

 

Core-Mark Holding

   

85,681

 

3,646,583

 

Designer Brands, Cl. A

   

106,971

a,b 

1,893,387

 

GameStop, Cl. A

   

102,215

a,b 

17,743,502

 

Genesco

   

26,704

a 

1,335,200

 

Group 1 Automotive

   

32,096

b 

5,268,879

 

Guess?

   

69,898

 

1,890,042

 

Haverty Furniture

   

30,163

 

1,401,675

 

Hibbett Sports

   

30,841

a,b 

2,450,317

 

Liquidity Services

   

52,513

a 

941,558

 

Lumber Liquidators Holdings

   

53,585

a 

1,284,432

 

Macy's

   

577,563

a,b 

9,575,995

 

MarineMax

   

41,386

a,b 

2,350,725

 

Monro

   

62,791

b 

4,432,417

 

PetMed Express

   

38,682

b 

1,138,218

 

Rent-A-Center

   

92,226

 

5,307,606

 

Sally Beauty Holdings

   

210,496

a 

4,224,655

 

Shoe Carnival

   

16,300

b 

977,185

 

Shutterstock

   

40,905

b 

3,566,098

 

Signet Jewelers

   

97,122

a,b 

5,803,039

 

Sleep Number

   

47,052

a 

5,264,648

 

Sonic Automotive, Cl. A

   

44,126

 

2,177,177

 

Stamps.com

   

34,122

a,b 

7,007,635

 

The Aaron's Company

   

62,923

 

1,943,691

 

The Buckle

   

52,942

 

2,220,387

 

The Cato, Cl. A

   

32,264

a 

432,338

 

The Children's Place

   

27,224

a,b 

2,133,000

 

The ODP

   

100,528

a,b 

4,064,347

 

Zumiez

   

38,100

a 

1,637,157

 
    

132,748,846

 

Semiconductors & Semiconductor Equipment - 3.7%

     

Advanced Energy Industries

   

71,208

 

7,854,954

 

Axcelis Technologies

   

62,669

a 

2,602,644

 

CEVA

   

41,713

a 

2,312,569

 

Cohu

   

88,525

a 

3,541,885

 

Diodes

   

79,209

a 

6,084,043

 

DSP Group

   

41,033

a 

569,948

 

FormFactor

   

144,428

a 

5,654,356

 

Ichor Holdings

   

48,752

a 

2,718,899

 

Kulicke & Soffa Industries

   

116,908

 

6,646,220

 

MaxLinear

   

126,650

a 

4,558,133

 

Onto Innovation

   

91,747

a 

6,286,504

 

18

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Semiconductors & Semiconductor Equipment - 3.7% (continued)

     

PDF Solutions

   

52,698

a 

934,336

 

Photronics

   

120,213

a 

1,526,705

 

Power Integrations

   

111,703

 

9,250,125

 

Rambus

   

210,845

a 

4,001,838

 

SMART Global Holdings

   

27,301

a 

1,259,941

 

Ultra Clean Holdings

   

82,875

a 

4,232,426

 

Veeco Instruments

   

91,579

a 

2,107,233

 
    

72,142,759

 

Software & Services - 4.4%

     

8x8

   

199,961

a 

6,576,717

 

Agilysys

   

37,969

a 

1,914,017

 

Alarm.com Holdings

   

84,786

a 

7,610,391

 

BM Technologies -Restricted

   

9,267

a 

90,909

 

Bottomline Technologies

   

73,327

a 

3,560,759

 

Cardtronics, Cl. A

   

67,565

a 

2,624,225

 

CSG Systems International

   

61,308

 

2,819,555

 

Ebix

   

44,188

b 

1,330,501

 

EVERTEC

   

112,808

 

4,501,039

 

ExlService Holdings

   

63,073

a 

5,826,684

 

InterDigital

   

57,875

 

4,017,682

 

LivePerson

   

117,123

a,b 

6,400,772

 

MicroStrategy, Cl. A

   

14,090

a,b 

9,259,384

 

OneSpan

   

64,109

a,b 

1,718,762

 

Perficient

   

61,091

a,b 

4,008,181

 

Progress Software

   

83,336

 

3,638,450

 

SPS Commerce

   

66,454

a 

6,807,548

 

Sykes Enterprises

   

73,113

a 

3,204,543

 

TTEC Holdings

   

33,672

 

3,425,453

 

Unisys

   

118,853

a 

2,852,472

 

Xperi Holding

   

193,921

 

3,985,077

 
    

86,173,121

 

Technology Hardware & Equipment - 4.9%

     

3D Systems

   

233,714

a 

5,034,200

 

ADTRAN

   

88,080

 

1,505,287

 

Applied Optoelectronics

   

36,172

a,b 

268,035

 

Arlo Technologies

   

150,623

a 

923,319

 

Badger Meter

   

54,699

 

5,108,340

 

Bel Fuse, Cl. B

   

17,472

 

348,217

 

Benchmark Electronics

   

67,792

 

2,035,116

 

CalAmp

   

62,620

a 

861,025

 

Comtech Telecommunications

   

47,546

 

1,140,153

 

CTS

   

62,165

 

2,021,606

 

19

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Technology Hardware & Equipment - 4.9% (continued)

     

Daktronics

   

70,543

a 

435,250

 

Diebold Nixdorf

   

149,090

a,b 

2,237,841

 

Digi International

   

57,932

a 

1,035,245

 

ePlus

   

25,270

a 

2,536,097

 

Extreme Networks

   

230,916

a 

2,627,824

 

Fabrinet

   

69,428

a 

5,944,425

 

FARO Technologies

   

33,455

a 

2,537,394

 

Harmonic

   

187,658

a 

1,467,486

 

Insight Enterprises

   

65,178

a 

6,541,916

 

Itron

   

82,406

a 

7,411,596

 

Knowles

   

172,629

a 

3,607,946

 

Methode Electronics

   

71,676

 

3,220,403

 

NETGEAR

   

56,145

a,b 

2,089,155

 

OSI Systems

   

31,800

a 

3,070,926

 

PC Connection

   

20,261

 

918,836

 

Plantronics

   

69,180

a 

2,766,508

 

Plexus

   

54,413

a 

5,029,938

 

Rogers

   

34,734

a 

6,802,307

 

Sanmina

   

120,329

a 

4,914,236

 

ScanSource

   

48,106

a 

1,454,244

 

TTM Technologies

   

188,000

a 

2,820,000

 

Viavi Solutions

   

424,903

a 

6,951,413

 
    

95,666,284

 

Telecommunication Services - 1.0%

     

ATN International

   

20,703

 

943,643

 

Cincinnati Bell

   

93,649

a 

1,445,004

 

Cogent Communications Holdings

   

78,810

 

5,950,943

 

Consolidated Communications Holdings

   

141,207

a,b 

1,016,690

 

Shenandoah Telecommunication

   

94,093

 

4,446,835

 

Spok Holdings

   

36,977

 

379,754

 

Vonage Holdings

   

434,629

a 

5,889,223

 
    

20,072,092

 

Transportation - 2.6%

     

Allegiant Travel

   

24,733

a 

5,830,310

 

ArcBest

   

47,563

 

3,460,684

 

Atlas Air Worldwide Holdings

   

49,919

a 

3,389,999

 

Echo Global Logistics

   

48,437

a 

1,583,890

 

Forward Air

   

51,889

 

4,581,280

 

Hawaiian Holdings

   

88,902

a 

2,232,329

 

Heartland Express

   

91,625

 

1,703,309

 

Hub Group, Cl. A

   

63,102

a 

4,147,063

 

Marten Transport

   

109,280

 

1,827,162

 

Matson

   

80,968

 

5,289,639

 

20

 

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Transportation - 2.6% (continued)

     

Saia

   

49,014

a,b 

11,493,783

 

SkyWest

   

94,626

a 

4,699,127

 
    

50,238,575

 

Utilities - 1.5%

     

American States Water

   

69,508

 

5,504,339

 

Avista

   

128,906

 

5,932,254

 

California Water Service Group

   

94,522

 

5,553,167

 

Chesapeake Utilities

   

32,939

 

3,903,930

 

Northwest Natural Holding

   

57,715

 

3,111,993

 

South Jersey Industries

   

189,611

b 

4,692,872

 

Unitil

   

28,020

a 

1,614,793

 
    

30,313,348

 

Total Common Stocks (cost $1,039,616,407)

   

1,945,985,688

 
        

Exchange-Traded Funds - .5%

     

Registered Investment Companies - .5%

     

iShares Core S&P Small-Cap ETF
(cost $8,209,487)

   

81,379

 

8,995,635

 
    

Principal Amount ($)

   

Short-Term Investments - .0%

     

U.S. Treasury Bills - .0%

     

0.03%, 6/24/2021
(cost $624,974)

   

625,000

d,e 

624,995

 
  

1-Day
Yield (%)

 

Shares

   

Investment Companies - .6%

     

Registered Investment Companies - .6%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares
(cost $11,758,519)

 

0.05

 

11,758,519

f 

11,758,519

 

21

 

STATEMENT OF INVESTMENTS (Unaudited) (continued)

        
 

Description

 

1-Day
Yield (%)

 

Shares

 

Value ($)

 

Investment of Cash Collateral for Securities Loaned - 1.2%

     

Registered Investment Companies - 1.2%

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares
(cost $24,222,490)

 

0.01

 

24,222,490

f 

24,222,490

 

Total Investments (cost $1,084,431,877)

 

101.5%

 

1,991,587,327

 

Liabilities, Less Cash and Receivables

 

(1.5%)

 

(29,528,769)

 

Net Assets

 

100.0%

 

1,962,058,558

 

ETF—Exchange-Traded Fund

REIT—Real Estate Investment Trust

a Non-income producing security.

b Security, or portion thereof, on loan. At April 30, 2021, the value of the fund’s securities on loan was $223,727,712 and the value of the collateral was $232,541,395, consisting of cash collateral of $24,222,490 and U.S. Government & Agency securities valued at $208,318,905.

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 (%)

Industrials

17.8

Financials

17.6

Consumer Discretionary

16.0

Information Technology

12.9

Health Care

11.3

Real Estate

7.7

Materials

5.1

Consumer Staples

3.9

Energy

3.5

Investment Companies

2.3

Communication Services

1.9

Utilities

1.5

Government

.0

 

101.5

 Based on net assets.

See notes to financial statements.

22

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS (Unaudited)

       

Investment Companies

Value
10/31/20 ($)

Purchases ($)

Sales ($)

Value
4/30/21 ($)

Net
Assets (%)

Dividends/
Distributions ($)

Registered Investment Companies;

Dreyfus Institutional Preferred Government
Plus Money Market Fund, Institutional Shares

3,856,863

120,402,559

(112,500,903)

11,758,519

.6

1,742

Investment of Cash Collateral for Securities Loaned;††

Dreyfus Institutional Preferred Government
Plus Money Market Fund, SL Shares

-

283,370,557

(259,148,067)

24,222,490

1.2

344,621†††

Total

3,856,863

403,773,116

(371,648,970)

35,981,009

1.8

346,363

 Includes reinvested dividends/distributions.

†† Effective November 9, 2020, cash collateral for securities lending was transferred from Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares to Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares.

††† Represents securities lending income earned from reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

See notes to financial statements.

23

 

STATEMENT OF FUTURES
April 30, 2021 (Unaudited)

       

Description

Number of
Contracts

Expiration

Notional
Value ($)

Market
Value ($)

Unrealized (Depreciation) ($)

 

Futures Long

  

E-mini Russell 2000

88

6/18/2021

10,241,069

9,950,600

(290,469)

 

Gross Unrealized Depreciation

 

(290,469)

 

See notes to financial statements.

24

 

STATEMENT OF ASSETS AND LIABILITIES
April 30, 2021 (Unaudited)

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $223,727,712)—Note 1(c):

 

 

 

Unaffiliated issuers

1,048,450,868

 

1,955,606,318

 

Affiliated issuers

 

35,981,009

 

35,981,009

 

Receivable for shares of Common Stock subscribed

 

1,969,599

 

Receivable for investment securities sold

 

540,524

 

Dividends and securities lending income receivable

 

495,859

 

 

 

 

 

 

1,994,593,309

 

Liabilities ($):

 

 

 

 

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

 

708,333

 

Liability for securities on loan—Note 1(c)

 

24,222,490

 

Payable for investment securities purchased

 

6,002,302

 

Payable for shares of Common Stock redeemed

 

1,323,081

 

Payable for futures variation margin—Note 4

 

140,360

 

Directors’ fees and expenses payable

 

132,844

 

Interest payable—Note 2

 

47

 

Other accrued expenses

 

 

 

 

5,294

 

 

 

 

 

 

32,534,751

 

Net Assets ($)

 

 

1,962,058,558

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

977,003,762

 

Total distributable earnings (loss)

 

 

 

 

985,054,796

 

Net Assets ($)

 

 

1,962,058,558

 

    

Net Asset Value Per Share

Investor Shares

Class I

 

Net Assets ($)

1,555,447,645

406,610,913

 

Shares Outstanding

43,827,448

11,476,016

 

Net Asset Value Per Share ($)

35.49

35.43

 

 

 

 

 

See notes to financial statements.

 

 

 

25

 

STATEMENT OF OPERATIONS
Six Months Ended April 30, 2021 (Unaudited)

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $8,637 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

12,497,692

 

Affiliated issuers

 

 

1,742

 

Income from securities lending—Note 1(c)

 

 

344,621

 

Total Income

 

 

12,844,055

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

2,259,710

 

Shareholder servicing costs—Note 3(b)

 

 

1,810,843

 

Directors’ fees—Note 3(a,c)

 

 

105,550

 

Loan commitment fees—Note 2

 

 

14,280

 

Interest expense—Note 2

 

 

3,088

 

Registration fees

 

 

1,951

 

Miscellaneous

 

 

26

 

Total Expenses

 

 

4,195,448

 

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

 

 

(105,550)

 

Net Expenses

 

 

4,089,898

 

Investment Income—Net

 

 

8,754,157

 

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

 

 

Net realized gain (loss) on investments

95,796,852

 

Net realized gain (loss) on futures

3,318,708

 

Net Realized Gain (Loss)

 

 

99,115,560

 

Net change in unrealized appreciation (depreciation) on investments

629,344,612

 

Net change in unrealized appreciation (depreciation) on futures

(100,169)

 

Net Change in Unrealized Appreciation (Depreciation)

 

 

629,244,443

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

728,360,003

 

Net Increase in Net Assets Resulting from Operations

 

737,114,160

 

 

 

 

 

 

 

 

See notes to financial statements.

     

26

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended
April 30, 2021 (Unaudited)

 

Year Ended
October 31, 2020

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

8,754,157

 

 

 

16,300,355

 

Net realized gain (loss) on investments

 

99,115,560

 

 

 

102,844,755

 

Net change in unrealized appreciation
(depreciation) on investments

 

629,244,443

 

 

 

(261,239,467)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

737,114,160

 

 

 

(142,094,357)

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Investor Shares

 

 

(98,151,521)

 

 

 

(132,474,664)

 

Class I

 

 

(24,760,861)

 

 

 

(21,966,599)

 

Total Distributions

 

 

(122,912,382)

 

 

 

(154,441,263)

 

Capital Stock Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Investor Shares

 

 

102,098,277

 

 

 

186,415,982

 

Class I

 

 

48,381,672

 

 

 

142,367,613

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Investor Shares

 

 

97,515,532

 

 

 

131,758,469

 

Class I

 

 

18,714,336

 

 

 

14,939,131

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Investor Shares

 

 

(300,185,026)

 

 

 

(611,682,003)

 

Class I

 

 

(48,971,946)

 

 

 

(112,245,126)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

(82,447,155)

 

 

 

(248,445,934)

 

Total Increase (Decrease) in Net Assets

531,754,623

 

 

 

(544,981,554)

 

Net Assets ($):

 

Beginning of Period

 

 

1,430,303,935

 

 

 

1,975,285,489

 

End of Period

 

 

1,962,058,558

 

 

 

1,430,303,935

 

Capital Share Transactions (Shares):

 

Investor Sharesa

 

 

 

 

 

 

 

 

Shares sold

 

 

3,106,454

 

 

 

7,785,564

 

Shares issued for distributions reinvested

 

 

3,303,372

 

 

 

4,616,292

 

Shares redeemed

 

 

(9,408,118)

 

 

 

(24,399,724)

 

Net Increase (Decrease) in Shares Outstanding

(2,998,292)

 

 

 

(11,997,868)

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

1,465,982

 

 

 

6,284,091

 

Shares issued for distributions reinvested

 

 

635,677

 

 

 

524,825

 

Shares redeemed

 

 

(1,549,096)

 

 

 

(4,734,812)

 

Net Increase (Decrease) in Shares Outstanding

552,563

 

 

 

2,074,104

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended October 31, 2020, 7,856 Investor shares representing $240,757 were exchanged for 7,854 Class I shares.

 

See notes to financial statements.

        

27

 

FINANCIAL HIGHLIGHTS

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

       

Six Months Ended

 

April 30, 2021

Year Ended October 31,

Investor Shares

(Unaudited)

2020

2019

2018

2017

2016a

Per Share Data ($):

      

Net asset value,
beginning of period

24.77

29.19

32.18

32.89

27.55

28.94

Investment Operations:

      

Investment income—netb

.15

.25

.30

.28

.27

.29

Net realized and unrealized
gain (loss) on investments

12.80

(2.27)

.05

1.34

7.02

1.20

Total from Investment Operations

12.95

(2.02)

.35

1.62

7.29

1.49

Distributions:

      

Dividends from
investment income—net

(.28)

(.33)

(.29)

(.28)

(.28)

(.28)

Dividends from net realized
gain on investments

(1.95)

(2.07)

(3.05)

(2.05)

(1.67)

(2.60)

Total Distributions

(2.23)

(2.40)

(3.34)

(2.33)

(1.95)

(2.88)

Net asset value, end of period

35.49

24.77

29.19

32.18

32.89

27.55

Total Return (%)

54.09c

(8.01)

2.83

5.07

27.11

5.73

Ratios/Supplemental Data (%):

     

Ratio of total expenses
to average net assets

.51d

.52

.51

.51

.51

.51

Ratio of net expenses
to average net assets

.50d

.50

.50

.50

.50

.50

Ratio of net investment income
to average net assets

.92d

1.00

1.03

.85

.89

1.06

Portfolio Turnover Rate

15.72c

40.49

23.24

19.60

20.63

23.86

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

1,555,448

1,159,850

1,717,003

2,027,831

2,214,225

1,992,196

a On August 31, 2016, the fund redesignated existing shares as Investor shares.

b Based on average shares outstanding.

c Not annualized.

d Annualized.

See notes to financial statements.

28

 

       

Six Months Ended

 
 

April 30, 2021

Year Ended October 31,

Class I Shares

(Unaudited)

2020

2019

2018

2017

2016a

Per Share Data ($):

      

Net asset value, beginning of period

24.76

29.19

32.21

32.91

27.57

28.69

Investment Operations:

      

Investment income—netb

.19

.29

.37

.35

.35

.01

Net realized and unrealized
gain (loss) on investments

12.79

(2.24)

.03

1.37

7.01

(1.13)

Total from Investment Operations

12.98

(1.95)

.40

1.72

7.36

(1.12)

Dividends from
investment income—net

(.36)

(.41)

(.37)

(.37)

(.35)

-

Dividends from net realized
gain on investments

(1.95)

(2.07)

(3.05)

(2.05)

(1.67)

-

Total Distributions

(2.31)

(2.48)

(3.42)

(2.42)

(2.02)

-

Net asset value, end of period

35.43

24.76

29.19

32.21

32.91

27.57

Total Return (%)

54.28c

(7.79)

3.08

5.37

27.38

(3.91)c

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

.26d

.27

.26

.26

.26

.27d

Ratio of net expenses
to average net assets

.25d

.25

.25

.25

.25

.26d

Ratio of net investment income
to average net assets

1.16d

1.17

1.28

1.05

1.10

.55d

Portfolio Turnover Rate

15.72c

40.49

23.24

19.60

20.63

23.86

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

406,611

270,454

258,282

292,289

187,334

2,594

a From August 31, 2016 (commencement of initial offering) to October 31, 2016.

b Based on average shares outstanding.

c Not annualized.

d Annualized.

See notes to financial statements.

29

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1—Significant Accounting Policies:

BNY Mellon Smallcap Stock Index Fund (the “fund”) is a separate non-diversified series of BNY Mellon Index Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering three series, including the fund. The fund’s investment objective is to seek to match the performance of the S&P SmallCap 600® Index. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares, which are sold to the public without a sales charge. The fund is authorized to issue 300 million shares of $.001 par value Common Stock. The fund currently has authorized two classes of shares: Investor shares (200 million shares authorized) and Class I (100 million shares authorized). Investor shares are sold primarily to retail investors through financial intermediaries and bear Shareholder Services Plan fees. Class I shares are sold at net asset value per share generally to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

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

30

 

require the use of management estimates and assumptions. Actual results could differ from those estimates.

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

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

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

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

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

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

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

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

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

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

31

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

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

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

32

 

The following is a summary of the inputs used as of April 30, 2021 in valuing the fund’s investments:

       
 

Level 1-Unadjusted Quoted Prices

Level 2- Other Significant Observable Inputs

 

Level 3-Significant Unobservable Inputs

Total

 

Assets ($)

  

Investments In Securities:

  

Equity Securities - Common Stocks

1,945,985,688

-

 

-

1,945,985,688

 

Exchange-Traded Funds

8,995,635

-

 

-

8,995,635

 

Investment Companies

35,981,009

-

 

-

35,981,009

 

U.S. Treasury Securities

-

624,995

 

-

624,995

 

Liabilities ($)

  

Other Financial Instruments:

  

Futures††

(290,469)

-

 

-

(290,469)

 

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

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

(b) Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred or those subject to reclaims as of April 30, 2021, if any, are disclosed in the fund’s Statement of Assets and Liabilities.

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

Pursuant to a securities lending agreement with 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

33

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended April 30, 2021, The Bank of New York Mellon earned $45,461 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

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

(e) Risk: Certain events particular to the industries in which the fund’s investments conduct their operations, as well as general economic, political and public health conditions, may have a significant negative impact on the investee’s operations and profitability. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide.  Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

(f) Dividends and distributions to shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from

34

 

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

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

As of and during the period ended April 30, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended April 30, 2021, the fund did not incur any interest or penalties.

Each tax year in the three-year period ended October 31, 2020 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 October 31, 2020 was as follows: ordinary income $21,752,147 and long-term capital gains $132,689,116. The tax character of current year distributions will be determined at the end of the current fiscal year.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by The Bank of New York Mellon (the “BNYM Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit

35

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

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 April 30, 2021 was approximately $489,503 with a related weighted average annualized interest rate of 1.27%.

NOTE 3—Management Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement (the “Agreement”) with the Adviser, the management fee is computed at the annual rate of .25% of the value of the fund’s average daily net assets and is payable monthly. Out of its fee, the Adviser pays all of the expenses of the fund, except management fees, Shareholder Services Plan fees, brokerage fees and commissions, taxes, interest expense, commitment fees on borrowings, fees and expenses of interested Directors (including counsel fees) and extraordinary expenses. In addition, the Adviser is required to reduce its fee in an amount equal to the fund’s allocable portion of fees and expenses of the non-interested Directors (including counsel fees). During the period ended April 30, 2021, fees reimbursed by the Adviser amounted to $105,550.

(b) Under the Shareholder Services Plan, Investor shares pay the Distributor at an annual rate of .25% of the value of its average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts, such as recordkeeping and sub-accounting services. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended April 30, 2021, the fund was charged $1,810,843 pursuant to the Shareholder Services Plan.

The fund has an arrangement with the custodian whereby the fund will receive interest income or be charged an overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $404,036 and Shareholder Services Plan fees of $320,797, which are

36

 

offset against an expense reimbursement currently in effect in the amount of $16,500.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and futures, during the period ended April 30, 2021, amounted to $276,428,796 and $471,014,877, 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 April 30, 2021 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 April 30, 2021 are set forth in the Statement of Futures.

The following summarizes the average market value of derivatives outstanding during the period ended April 30, 2021:

   

 

 

Average Market Value ($)

Equity futures

 

9,051,771

At April 30, 2021, accumulated net unrealized appreciation on investments inclusive of derivative contracts was $906,864,981, consisting of $964,804,838 gross unrealized appreciation and $57,939,857 gross unrealized depreciation.

37

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

At April 30, 2021, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).

38

 

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

At a meeting of the fund’s Board of Directors held on March 8-9, 2021, the Board considered the renewal of the fund’s Management Agreement pursuant to which the Adviser provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, 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. In considering the renewal of the Agreement, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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

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

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper, which included information comparing (1) the performance of the fund’s Investor class shares with the performance of a group of retail pure no-load small-cap core index funds selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group of funds consisting of all retail and institutional small-cap core funds (the “Performance Universe”), all for various periods ended December 31, 2020, and (2) the fund’s actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the “Expense Group”) and with a broader group of all retail no-load small-cap core funds, excluding outliers (the “Expense Universe”), the

39

 

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

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

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

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

Taking into account the fund’s “unitary” fee structure, the Board considered that the fund’s contractual management fee was slightly higher than the Expense Group median contractual management fee, the fund’s actual management fee was slightly higher than the Expense Group median and higher than the Expense Universe median actual management fee and the fund’s total expenses were slightly higher than the Expense Group median and higher than the Expense Universe median total expenses.

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

40

 

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

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

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

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

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

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

41

 

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

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

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

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For More Information

BNY Mellon Smallcap Stock Index Fund

240 Greenwich Street
New York, NY 10286

Adviser

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

Custodian

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

Transfer Agent &
Dividend Disbursing Agent

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

Distributor

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

  

Ticker Symbols:

Investor: DISSX Class I: DISIX

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

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

E-mail Send your request to [email protected]

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

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

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

  

© 2021 BNY Mellon Securities Corporation
0077SA0421

 

 

 
 

 

Item 2.Code of Ethics.

Not applicable.

Item 3.Audit Committee Financial Expert.

Not applicable.

Item 4.Principal Accountant Fees and Services.

Not applicable.

Item 5.Audit Committee of Listed Registrants.

Not applicable.

Item 6.Investments.

(a)        Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11.Controls and Procedures.

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

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

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

Not applicable.

 
 
Item 13.Exhibits.

(a)(1) Not applicable.

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

(a)(3) Not applicable.

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

 
 

 

SIGNATURES

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

BNY Mellon Index Funds, Inc.

By: /s/ David DiPetrillo

David DiPetrillo

President (Principal Executive Officer)

 

Date: June 22, 2021

 

 

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

 

By: /s/ David DiPetrillo

David DiPetrillo

President (Principal Executive Officer)

 

Date: June 22, 2021

 

 

By: /s/ James Windels

James Windels

Treasurer (Principal Financial Officer)

 

Date: June 22, 2021

 

 

 

 
 

EXHIBIT INDEX

(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (EX-99.CERT)

(b)       Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. (EX-99.906CERT)

[EX-99.CERT]—Exhibit (a)(2)

SECTION 302 CERTIFICATION

 

I, David DiPetrillo, certify that:

1. I have reviewed this report on Form N-CSR of BNY Mellon Index Funds, 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/ David DiPetrillo

David DiPetrillo

President (Principal Executive Officer)

Date:       June 22, 2021

 
 

SECTION 302 CERTIFICATION

I, James Windels, certify that:

1. I have reviewed this report on Form N-CSR of BNY Mellon Index Funds, 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:       June 22, 2021

 

[EX-99.906CERT]

Exhibit (b)

 

 

SECTION 906 CERTIFICATIONS

In connection with this report on Form N-CSR for the Registrant as furnished to the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)       the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and

 

(2)       the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

By:       /s/ David DiPetrillo

David DiPetrillo

President (Principal Executive Officer)

Date:       June 22, 2021

 

 

By:       /s/ James Windels

James Windels

Treasurer (Principal Financial Officer)

 

Date:       June 22, 2021

 

 

This certificate is furnished pursuant to the requirements of Form N-CSR and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

 



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