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  811-07123

BNY Mellon Advantage 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)

 

Deirdre Cunnane, Esq.
240 Greenwich Street
New York, New York 10286
(Name and Address of Agent for Service)

Registrant's Telephone Number, including Area Code: (212) 922-6400

Date of fiscal year end: 08/31

Date of reporting period: 08/31/24 

The following N-CSR relates only to the Registrant's series listed below and does not relate to any series of the Registrant with a different fiscal year end and, therefore, different N-CSR reporting requirements. A separate N-CSR will be filed for any series with a different fiscal year end, as appropriate.

BNY Mellon Dynamic Value Fund

BNY Mellon Opportunistic Midcap Value Fund

BNY Mellon Opportunistic Small Cap Fund

BNY Mellon Technology Growth Fund

FORM N-CSR

Item 1.  Reports to Stockholders.

 

  

BNY Mellon Dynamic Value Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class A – DAGVX

This annual shareholder report contains important information about BNY Mellon Dynamic Value Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class A*

$103

0.93%

 

  

*

During the period, fees were waived and/or expenses reimbursed pursuant to an agreement with the Fund’s investment adviser, BNY Mellon Investment Adviser, Inc. If this agreement is not extended in the future, expenses could be higher.

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class A shares returned 21.30%.

• In comparison, the Russell 1000® Value Index returned 21.15% for the same period.

What affected the Fund’s performance?

• The market trended higher over the period, largely driven by optimism that the Federal Reserve would soon start to loosen monetary policy and by investor enthusiasm about artificial intelligence.

• Consumer discretionary and energy were the biggest detractors from relative performance over the period. Positions in a casino company and a gaming technology company were notable detractors.

• The materials, utilities and communications services sectors were the largest contributors to our performance. Positions in a gold mining company and a nuclear power company especially helped drive relative returns.

 

   

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

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $10,000

10KLineChartData(Russell 1000® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:10000,2015-08-31:10040,2016-08-31:11214,2017-08-31:13026,2018-08-31:15608,2019-08-31:15997,2020-08-31:19596,2021-08-31:25916,2022-08-31:22557,2023-08-31:26031,2024-08-31:32955|Russell 1000® Value Index[AdditionalIndex]|2014-08-31:10000,2015-08-31:9652,2016-08-31:10899,2017-08-31:12161,2018-08-31:13677,2019-08-31:13762,2020-08-31:13878,2021-08-31:18935,2022-08-31:17755,2023-08-31:19280,2024-08-31:23358|BNY Mellon Dynamic Value Fund (Class A)|2014-08-31:9425,2015-08-31:9340,2016-08-31:10111,2017-08-31:11553,2018-08-31:13480,2019-08-31:12887,2020-08-31:12816,2021-08-31:18916,2022-08-31:19359,2023-08-31:22122,2024-08-31:26834)

Years Ended 8/31

The above graph compares a hypothetical $10,000 investment in the Fund’s Class A shares to a hypothetical investment of $10,000 made in each of the Russell 1000® Index (a broad-based index) and Russell 1000® Value Index on 8/31/2014. The performance shown takes into account the maximum initial sales charge on Class A shares and applicable fees and expenses of the Fund, including management fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Class A Shares

1YR

5YR

10YR

with Maximum Sales Charge - 5.75%

14.32%

 

14.44%

 

10.38%

 

without Sales Charge

21.30%

 

15.80%

 

11.03%

 

Russell 1000® Index (broad-based index)*

26.60%

 

15.55%

 

12.66%

 

Russell 1000® Value Index

21.15%

 

11.16%

 

8.85%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

 

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$6,443

72

$28,317,524

90.65%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData([Berkshire Hathaway, Inc., Cl. B]:4.9,JPMorgan Chase & Co.:3.6,[Cisco Systems, Inc.]:3.3,Newmont Corp.:2.7,Danaher Corp.:2.7,[The Goldman Sachs Group, Inc.]:2.7,[Becton, Dickinson and Co.]:2.7,[Kenvue, Inc.]:2.6,[UnitedHealth Group, Inc.]:2.5,Bank of America Corp.:2.3)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

   

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

 

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:0.8,Utilities:1.3,Consumer Discretionary:2.9,Communication Services:4.3,Consumer Staples:4.6,Materials:6.6,Information Technology:8.5,Energy:8.7,Industrials:14,Health Care:20.8,Financials:27.5)

 

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-0257AR0824

 

  

BNY Mellon Dynamic Value Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class C – DCGVX

This annual shareholder report contains important information about BNY Mellon Dynamic Value Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class C*

$185

1.68%

 

  

*

During the period, fees were waived and/or expenses reimbursed pursuant to an agreement with the Fund’s investment adviser, BNY Mellon Investment Adviser, Inc. If this agreement is not extended in the future, expenses could be higher.

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class C shares returned 20.38%.

• In comparison, the Russell 1000® Value Index returned 21.15% for the same period.

What affected the Fund’s performance?

• The market trended higher over the period, largely driven by optimism that the Federal Reserve would soon start to loosen monetary policy and by investor enthusiasm about artificial intelligence.

• Consumer discretionary and energy were the biggest detractors from relative performance over the period. Positions in a casino company and a gaming technology company were notable detractors.

• The materials, utilities and communications services sectors were the largest contributors to our performance. Positions in a gold mining company and a nuclear power company especially helped drive relative returns.

 

   

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

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $10,000

10KLineChartData(Russell 1000® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:10000,2015-08-31:10040,2016-08-31:11214,2017-08-31:13026,2018-08-31:15608,2019-08-31:15997,2020-08-31:19596,2021-08-31:25916,2022-08-31:22557,2023-08-31:26031,2024-08-31:32955|Russell 1000® Value Index[AdditionalIndex]|2014-08-31:10000,2015-08-31:9652,2016-08-31:10899,2017-08-31:12161,2018-08-31:13677,2019-08-31:13762,2020-08-31:13878,2021-08-31:18935,2022-08-31:17755,2023-08-31:19280,2024-08-31:23358|BNY Mellon Dynamic Value Fund (Class C)|2014-08-31:10000,2015-08-31:9835,2016-08-31:10569,2017-08-31:11984,2018-08-31:13885,2019-08-31:13174,2020-08-31:13004,2021-08-31:19048,2022-08-31:19351,2023-08-31:21944,2024-08-31:26416)

Years Ended 8/31

The above graph compares a hypothetical $10,000 investment in the Fund’s Class C shares to a hypothetical investment of $10,000 made in each of the Russell 1000® Index (a broad-based index) and Russell 1000® Value Index on 8/31/2014. The performance shown takes into account the maximum deferred sales charge on Class C shares and applicable fees and expenses of the Fund, including management fees, 12b-1 fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Class C Shares

1YR

5YR

10YR

with Maximum Deferred Sales Charge - 1.00%

19.38%

** 

14.93%

 

10.20%

 

without Deferred Sales Charge

20.38%

 

14.93%

 

10.20%

 

Russell 1000® Index (broad-based index)*

26.60%

 

15.55%

 

12.66%

 

Russell 1000® Value Index

21.15%

 

11.16%

 

8.85%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

**

The maximum contingent deferred sales charge for Class C shares is 1.00% for shares redeemed within one year of the date purchased.

 

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$6,443

72

$28,317,524

90.65%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData([Berkshire Hathaway, Inc., Cl. B]:4.9,JPMorgan Chase & Co.:3.6,[Cisco Systems, Inc.]:3.3,Newmont Corp.:2.7,Danaher Corp.:2.7,[The Goldman Sachs Group, Inc.]:2.7,[Becton, Dickinson and Co.]:2.7,[Kenvue, Inc.]:2.6,[UnitedHealth Group, Inc.]:2.5,Bank of America Corp.:2.3)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

   

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

 

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:0.8,Utilities:1.3,Consumer Discretionary:2.9,Communication Services:4.3,Consumer Staples:4.6,Materials:6.6,Information Technology:8.5,Energy:8.7,Industrials:14,Health Care:20.8,Financials:27.5)

 

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-0667AR0824

 

  

BNY Mellon Dynamic Value Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class I – DRGVX

This annual shareholder report contains important information about BNY Mellon Dynamic Value Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class I*

$75

0.68%

 

  

*

During the period, fees were waived and/or expenses reimbursed pursuant to an agreement with the Fund’s investment adviser, BNY Mellon Investment Adviser, Inc. If this agreement is not extended in the future, expenses could be higher.

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class I shares returned 21.60%.

• In comparison, the Russell 1000® Value Index returned 21.15% for the same period.

What affected the Fund’s performance?

• The market trended higher over the period, largely driven by optimism that the Federal Reserve would soon start to loosen monetary policy and by investor enthusiasm about artificial intelligence.

• Consumer discretionary and energy were the biggest detractors from relative performance over the period. Positions in a casino company and a gaming technology company were notable detractors.

• The materials, utilities and communications services sectors were the largest contributors to our performance. Positions in a gold mining company and a nuclear power company especially helped drive relative returns.

 

   

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

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $10,000

10KLineChartData(Russell 1000® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:10000,2015-08-31:10040,2016-08-31:11214,2017-08-31:13026,2018-08-31:15608,2019-08-31:15997,2020-08-31:19596,2021-08-31:25916,2022-08-31:22557,2023-08-31:26031,2024-08-31:32955|Russell 1000® Value Index[AdditionalIndex]|2014-08-31:10000,2015-08-31:9652,2016-08-31:10899,2017-08-31:12161,2018-08-31:13677,2019-08-31:13762,2020-08-31:13878,2021-08-31:18935,2022-08-31:17755,2023-08-31:19280,2024-08-31:23358|BNY Mellon Dynamic Value Fund (Class I)|2014-08-31:10000,2015-08-31:9934,2016-08-31:10780,2017-08-31:12352,2018-08-31:14451,2019-08-31:13850,2020-08-31:13808,2021-08-31:20432,2022-08-31:20963,2023-08-31:24015,2024-08-31:29202)

Years Ended 8/31

The above graph compares a hypothetical $10,000 investment in the Fund’s Class I shares to a hypothetical investment of $10,000 made in each of the Russell 1000® Index (a broad-based index) and Russell 1000® Value Index on 8/31/2014. The performance shown takes into account applicable fees and expenses of the Fund, including management fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Share Class

1YR

5YR

10YR

Class I Shares

21.60%

 

16.09%

 

11.31%

 

Russell 1000® Index (broad-based index)*

26.60%

 

15.55%

 

12.66%

 

Russell 1000® Value Index

21.15%

 

11.16%

 

8.85%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

 

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$6,443

72

$28,317,524

90.65%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData([Berkshire Hathaway, Inc., Cl. B]:4.9,JPMorgan Chase & Co.:3.6,[Cisco Systems, Inc.]:3.3,Newmont Corp.:2.7,Danaher Corp.:2.7,[The Goldman Sachs Group, Inc.]:2.7,[Becton, Dickinson and Co.]:2.7,[Kenvue, Inc.]:2.6,[UnitedHealth Group, Inc.]:2.5,Bank of America Corp.:2.3)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

   

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

 

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:0.8,Utilities:1.3,Consumer Discretionary:2.9,Communication Services:4.3,Consumer Staples:4.6,Materials:6.6,Information Technology:8.5,Energy:8.7,Industrials:14,Health Care:20.8,Financials:27.5)

 

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-0668AR0824

 

  

BNY Mellon Dynamic Value Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class Y – DRGYX

This annual shareholder report contains important information about BNY Mellon Dynamic Value Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class Y

$70

0.63%

 

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class Y shares returned 21.67%.

• In comparison, the Russell 1000® Value Index returned 21.15% for the same period.

What affected the Fund’s performance?

• The market trended higher over the period, largely driven by optimism that the Federal Reserve would soon start to loosen monetary policy and by investor enthusiasm about artificial intelligence.

• Consumer discretionary and energy were the biggest detractors from relative performance over the period. Positions in a casino company and a gaming technology company were notable detractors.

• The materials, utilities and communications services sectors were the largest contributors to our performance. Positions in a gold mining company and a nuclear power company especially helped drive relative returns.

   

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

 

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $1,000,000

10KLineChartData(Russell 1000® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:1000000,2015-08-31:1004000,2016-08-31:1121368,2017-08-31:1302581,2018-08-31:1560753,2019-08-31:1599616,2020-08-31:1959530,2021-08-31:2591478,2022-08-31:2255622,2023-08-31:2602988,2024-08-31:3295383|Russell 1000® Value Index[AdditionalIndex]|2014-08-31:1000000,2015-08-31:965200,2016-08-31:1089904,2017-08-31:1216115,2018-08-31:1367765,2019-08-31:1376245,2020-08-31:1387805,2021-08-31:1893521,2022-08-31:1775555,2023-08-31:1928075,2024-08-31:2335863|BNY Mellon Dynamic Value Fund (Class Y)|2014-08-31:1000000,2015-08-31:993400,2016-08-31:1078038,2017-08-31:1235216,2018-08-31:1445820,2019-08-31:1386108,2020-08-31:1382366,2021-08-31:2046731,2022-08-31:2100765,2023-08-31:2407477,2024-08-31:2929177)

Years Ended 8/31

The above graph compares a hypothetical $1,000,000 investment in the Fund’s Class Y shares to a hypothetical investment of $1,000,000 made in each of the Russell 1000® Index (a broad-based index) and Russell 1000® Value Index on 8/31/2014. The performance shown takes into account applicable fees and expenses of the Fund, including management fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Share Class

1YR

5YR

10YR

Class Y Shares

21.67%

 

16.14%

 

11.35%

 

Russell 1000® Index (broad-based index)*

26.60%

 

15.55%

 

12.66%

 

Russell 1000® Value Index

21.15%

 

11.16%

 

8.85%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

 

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$6,443

72

$28,317,524

90.65%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData([Berkshire Hathaway, Inc., Cl. B]:4.9,JPMorgan Chase & Co.:3.6,[Cisco Systems, Inc.]:3.3,Newmont Corp.:2.7,Danaher Corp.:2.7,[The Goldman Sachs Group, Inc.]:2.7,[Becton, Dickinson and Co.]:2.7,[Kenvue, Inc.]:2.6,[UnitedHealth Group, Inc.]:2.5,Bank of America Corp.:2.3)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

   

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

 

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:0.8,Utilities:1.3,Consumer Discretionary:2.9,Communication Services:4.3,Consumer Staples:4.6,Materials:6.6,Information Technology:8.5,Energy:8.7,Industrials:14,Health Care:20.8,Financials:27.5)

 

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-0711AR0824

 

  

BNY Mellon Opportunistic Midcap Value Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class A – DMCVX

This annual shareholder report contains important information about BNY Mellon Opportunistic Midcap Value Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class A

$126

1.16%

 

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class A shares returned 16.86%.

• In comparison, the Russell Midcap® Value Index returned 20.19% for the same period.

What affected the Fund’s performance?

• While global equities overcame political strife, inflation and high interest rates, the latter took a toll on mid caps, contributing to massive flows into the “Magnificent 7” mega-cap tech stocks.

• The financials sector hindered relative performance most. Our position in an international payments company detracted as the company experienced weakness on a disappointing outlook for margins.

• The materials sector contributed most positively to returns. Stock selections, especially in the mining industry, made the most noteworthy contributions.

   

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

 

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $10,000

10KLineChartData(Russell 3000® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:10000,2015-08-31:10036,2016-08-31:11184,2017-08-31:12980,2018-08-31:15608,2019-08-31:15812,2020-08-31:19202,2021-08-31:25546,2022-08-31:22153,2023-08-31:25423,2024-08-31:32069|Russell Midcap® Value Index[AdditionalIndex]|2014-08-31:10000,2015-08-31:9746,2016-08-31:11001,2017-08-31:12191,2018-08-31:13736,2019-08-31:13306,2020-08-31:13133,2021-08-31:18977,2022-08-31:17497,2023-08-31:18486,2024-08-31:22218|BNY Mellon Opportunistic Midcap Value Fund (Class A)|2014-08-31:9425,2015-08-31:8980,2016-08-31:9335,2017-08-31:10575,2018-08-31:12314,2019-08-31:11004,2020-08-31:12252,2021-08-31:16403,2022-08-31:15411,2023-08-31:16422,2024-08-31:19191)

Years Ended 8/31

The above graph compares a hypothetical $10,000 investment in the Fund’s Class A shares to a hypothetical investment of $10,000 made in each of the Russell 3000® Index (a broad-based index) and Russell Midcap® Value Index on 8/31/2014. The performance shown takes into account the maximum initial sales charge on Class A shares and applicable fees and expenses of the Fund, including management fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Class A Shares

1YR

5YR

10YR

with Maximum Sales Charge - 5.75%

10.14%

 

10.45%

 

6.73%

 

without Sales Charge

16.86%

 

11.76%

 

7.37%

 

Russell 3000® Index (broad-based index)*

26.14%

 

15.19%

 

12.36%

 

Russell Midcap® Value Index

20.19%

 

10.80%

 

8.31%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

 

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$410

72

$2,963,765

58.67%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData(Aramark:2.7,Newmont Corp.:2.6,[Burlington Stores, Inc.]:2.5,Constellation Energy Corp.:2.3,[Dominion Energy, Inc.]:2.2,Johnson Controls International PLC:2.2,[Rentokil Initial PLC, ADR]:2.1,[Digital Realty Trust, Inc.]:2.1,RenaissanceRe Holdings Ltd.:1.9,Arch Capital Group Ltd.:1.9)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:-1.9,Communication Services:2.3,Investment Companies:3.9,Real Estate:4.7,Utilities:4.9,Energy:5,Consumer Staples:6.6,Materials:6.8,Information Technology:7.3,Health Care:9.9,Consumer Discretionary:12.7,Financials:16.7,Industrials:21.1)

 

   

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

 

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-0258AR0824

 

  

BNY Mellon Opportunistic Midcap Value Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class C – DVLCX

This annual shareholder report contains important information about BNY Mellon Opportunistic Midcap Value Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class C

$213

1.97%

 

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class C shares returned 15.92%.

• In comparison, the Russell Midcap® Value Index returned 20.19% for the same period.

What affected the Fund’s performance?

• While global equities overcame political strife, inflation and high interest rates, the latter took a toll on mid caps, contributing to massive flows into the “Magnificent 7” mega-cap tech stocks.

• The financials sector hindered relative performance most. Our position in an international payments company detracted as the company experienced weakness on a disappointing outlook for margins.

• The materials sector contributed most positively to returns. Stock selections, especially in the mining industry, made the most noteworthy contributions.

   

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

 

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $10,000

10KLineChartData(Russell 3000® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:10000,2015-08-31:10036,2016-08-31:11184,2017-08-31:12980,2018-08-31:15608,2019-08-31:15812,2020-08-31:19202,2021-08-31:25546,2022-08-31:22153,2023-08-31:25423,2024-08-31:32069|Russell Midcap® Value Index[AdditionalIndex]|2014-08-31:10000,2015-08-31:9746,2016-08-31:11001,2017-08-31:12191,2018-08-31:13736,2019-08-31:13306,2020-08-31:13133,2021-08-31:18977,2022-08-31:17497,2023-08-31:18486,2024-08-31:22218|BNY Mellon Opportunistic Midcap Value Fund (Class C)|2014-08-31:10000,2015-08-31:9459,2016-08-31:9761,2017-08-31:10975,2018-08-31:12682,2019-08-31:11244,2020-08-31:12420,2021-08-31:16501,2022-08-31:15381,2023-08-31:16253,2024-08-31:18840)

Years Ended 8/31

The above graph compares a hypothetical $10,000 investment in the Fund’s Class C shares to a hypothetical investment of $10,000 made in each of the Russell 3000® Index (a broad-based index) and Russell Midcap® Value Index on 8/31/2014. The performance shown takes into account the maximum deferred sales charge on Class C shares and applicable fees and expenses of the Fund, including management fees, 12b-1 fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Class C Shares

1YR

5YR

10YR

with Maximum Deferred Sales Charge - 1.00%

14.92%

** 

10.88%

 

6.54%

 

without Deferred Sales Charge

15.92%

 

10.88%

 

6.54%

 

Russell 3000® Index (broad-based index)*

26.14%

 

15.19%

 

12.36%

 

Russell Midcap® Value Index

20.19%

 

10.80%

 

8.31%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

**

The maximum contingent deferred sales charge for Class C shares is 1.00% for shares redeemed within one year of the date purchased.

 

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$410

72

$2,963,765

58.67%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData(Aramark:2.7,Newmont Corp.:2.6,[Burlington Stores, Inc.]:2.5,Constellation Energy Corp.:2.3,[Dominion Energy, Inc.]:2.2,Johnson Controls International PLC:2.2,[Rentokil Initial PLC, ADR]:2.1,[Digital Realty Trust, Inc.]:2.1,RenaissanceRe Holdings Ltd.:1.9,Arch Capital Group Ltd.:1.9)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:-1.9,Communication Services:2.3,Investment Companies:3.9,Real Estate:4.7,Utilities:4.9,Energy:5,Consumer Staples:6.6,Materials:6.8,Information Technology:7.3,Health Care:9.9,Consumer Discretionary:12.7,Financials:16.7,Industrials:21.1)

 

   

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

 

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-6229AR0824

 

  

BNY Mellon Opportunistic Midcap Value Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class I – DVLIX

This annual shareholder report contains important information about BNY Mellon Opportunistic Midcap Value Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class I

$104

0.96%

 

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class I shares returned 17.11%.

• In comparison, the Russell Midcap® Value Index returned 20.19% for the same period.

What affected the Fund’s performance?

• While global equities overcame political strife, inflation and high interest rates, the latter took a toll on mid caps, contributing to massive flows into the “Magnificent 7” mega-cap tech stocks.

• The financials sector hindered relative performance most. Our position in an international payments company detracted as the company experienced weakness on a disappointing outlook for margins.

• The materials sector contributed most positively to returns. Stock selections, especially in the mining industry, made the most noteworthy contributions.

   

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

 

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $10,000

10KLineChartData(Russell 3000® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:10000,2015-08-31:10036,2016-08-31:11184,2017-08-31:12980,2018-08-31:15608,2019-08-31:15812,2020-08-31:19202,2021-08-31:25546,2022-08-31:22153,2023-08-31:25423,2024-08-31:32069|Russell Midcap® Value Index[AdditionalIndex]|2014-08-31:10000,2015-08-31:9746,2016-08-31:11001,2017-08-31:12191,2018-08-31:13736,2019-08-31:13306,2020-08-31:13133,2021-08-31:18977,2022-08-31:17497,2023-08-31:18486,2024-08-31:22218|BNY Mellon Opportunistic Midcap Value Fund (Class I)|2014-08-31:10000,2015-08-31:9557,2016-08-31:9961,2017-08-31:11319,2018-08-31:13214,2019-08-31:11837,2020-08-31:13204,2021-08-31:17716,2022-08-31:16681,2023-08-31:17804,2024-08-31:20850)

Years Ended 8/31

The above graph compares a hypothetical $10,000 investment in the Fund’s Class I shares to a hypothetical investment of $10,000 made in each of the Russell 3000® Index (a broad-based index) and Russell Midcap® Value Index on 8/31/2014. The performance shown takes into account applicable fees and expenses of the Fund, including management fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Share Class

1YR

5YR

10YR

Class I Shares

17.11%

 

11.99%

 

7.62%

 

Russell 3000® Index (broad-based index)*

26.14%

 

15.19%

 

12.36%

 

Russell Midcap® Value Index

20.19%

 

10.80%

 

8.31%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

 

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$410

72

$2,963,765

58.67%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData(Aramark:2.7,Newmont Corp.:2.6,[Burlington Stores, Inc.]:2.5,Constellation Energy Corp.:2.3,[Dominion Energy, Inc.]:2.2,Johnson Controls International PLC:2.2,[Rentokil Initial PLC, ADR]:2.1,[Digital Realty Trust, Inc.]:2.1,RenaissanceRe Holdings Ltd.:1.9,Arch Capital Group Ltd.:1.9)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:-1.9,Communication Services:2.3,Investment Companies:3.9,Real Estate:4.7,Utilities:4.9,Energy:5,Consumer Staples:6.6,Materials:6.8,Information Technology:7.3,Health Care:9.9,Consumer Discretionary:12.7,Financials:16.7,Industrials:21.1)

 

   

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

 

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-6230AR0824

 

  

BNY Mellon Opportunistic Midcap Value Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class Y – DMCYX

This annual shareholder report contains important information about BNY Mellon Opportunistic Midcap Value Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class Y

$92

0.85%

 

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class Y shares returned 17.20%.

• In comparison, the Russell Midcap® Value Index returned 20.19% for the same period.

What affected the Fund’s performance?

• While global equities overcame political strife, inflation and high interest rates, the latter took a toll on mid caps, contributing to massive flows into the “Magnificent 7” mega-cap tech stocks.

• The financials sector hindered relative performance most. Our position in an international payments company detracted as the company experienced weakness on a disappointing outlook for margins.

• The materials sector contributed most positively to returns. Stock selections, especially in the mining industry, made the most noteworthy contributions.

   

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

 

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $1,000,000

10KLineChartData(Russell 3000® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:1000000,2015-08-31:1003600,2016-08-31:1118412,2017-08-31:1298029,2018-08-31:1560880,2019-08-31:1581328,2020-08-31:1920365,2021-08-31:2554854,2022-08-31:2215569,2023-08-31:2542587,2024-08-31:3207219|Russell Midcap® Value Index[AdditionalIndex]|2014-08-31:1000000,2015-08-31:974600,2016-08-31:1100128,2017-08-31:1219162,2018-08-31:1373630,2019-08-31:1330635,2020-08-31:1313337,2021-08-31:1897772,2022-08-31:1749746,2023-08-31:1848607,2024-08-31:2221841|BNY Mellon Opportunistic Midcap Value Fund (Class Y)|2014-08-31:1000000,2015-08-31:956600,2016-08-31:998690,2017-08-31:1135610,2018-08-31:1326847,2019-08-31:1189651,2020-08-31:1328959,2021-08-31:1785191,2022-08-31:1682007,2023-08-31:1797897,2024-08-31:2107135)

Years Ended 8/31

The above graph compares a hypothetical $1,000,000 investment in the Fund’s Class Y shares to a hypothetical investment of $1,000,000 made in each of the Russell 3000® Index (a broad-based index) and Russell Midcap® Value Index on 8/31/2014. The performance shown takes into account applicable fees and expenses of the Fund, including management fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Share Class

1YR

5YR

10YR

Class Y Shares

17.20%

 

12.11%

 

7.74%

 

Russell 3000® Index (broad-based index)*

26.14%

 

15.19%

 

12.36%

 

Russell Midcap® Value Index

20.19%

 

10.80%

 

8.31%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

 

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$410

72

$2,963,765

58.67%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData(Aramark:2.7,Newmont Corp.:2.6,[Burlington Stores, Inc.]:2.5,Constellation Energy Corp.:2.3,[Dominion Energy, Inc.]:2.2,Johnson Controls International PLC:2.2,[Rentokil Initial PLC, ADR]:2.1,[Digital Realty Trust, Inc.]:2.1,RenaissanceRe Holdings Ltd.:1.9,Arch Capital Group Ltd.:1.9)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:-1.9,Communication Services:2.3,Investment Companies:3.9,Real Estate:4.7,Utilities:4.9,Energy:5,Consumer Staples:6.6,Materials:6.8,Information Technology:7.3,Health Care:9.9,Consumer Discretionary:12.7,Financials:16.7,Industrials:21.1)

 

   

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

 

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-0371AR0824

 

  

BNY Mellon Opportunistic Small Cap Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Investor Shares – DSCVX

This annual shareholder report contains important information about BNY Mellon Opportunistic Small Cap Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Investor Shares*

$118

1.13%

 

  

*

During the period, fees were waived and/or expenses reimbursed pursuant to an agreement with the Fund’s investment adviser, BNY Mellon Investment Adviser, Inc. If this agreement is not extended in the future, expenses could be higher.

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Investor shares returned 9.54%.

• In comparison, the Russell 2000® Index returned 18.47% for the same period.

What affected the Fund’s performance?

• While global equities overcame political strife, inflation and high interest rates, the latter took a toll on small caps, contributing to massive flows into the “Magnificent 7” mega-cap tech stocks.

• Stock selection in information technology hampered relative performance. Selections in the software industry and in the semiconductors and semiconductor equipment industry detracted most.

• Stock selection in the financials sector contributed positively. Selections in the insurance and banking industries were most beneficial.

 

   

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

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $10,000

10KLineChartData(Russell 3000® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:10000,2015-08-31:10036,2016-08-31:11184,2017-08-31:12980,2018-08-31:15608,2019-08-31:15812,2020-08-31:19202,2021-08-31:25546,2022-08-31:22153,2023-08-31:25423,2024-08-31:32069|Russell 2000® Index[AdditionalIndex]|2014-08-31:10000,2015-08-31:10003,2016-08-31:10862,2017-08-31:12482,2018-08-31:15659,2019-08-31:13641,2020-08-31:14462,2021-08-31:21271,2022-08-31:17468,2023-08-31:18280,2024-08-31:21656|BNY Mellon Opportunistic Small Cap Fund (Investor Shares)|2014-08-31:10000,2015-08-31:10018,2016-08-31:10152,2017-08-31:12555,2018-08-31:15507,2019-08-31:12488,2020-08-31:13542,2021-08-31:18902,2022-08-31:16326,2023-08-31:16875,2024-08-31:18485)

Years Ended 8/31

The above graph compares a hypothetical $10,000 investment in the Fund’s Investor shares to a hypothetical investment of $10,000 made in each of the Russell 3000® Index (a broad-based index) and Russell 2000® Index on 8/31/2014. The performance shown takes into account applicable fees and expenses of the Fund, including management fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Share Class

1YR

5YR

10YR

Investor Shares

9.54%

 

8.16%

 

6.34%

 

Russell 3000® Index (broad-based index)*

26.14%

 

15.19%

 

12.36%

 

Russell 2000® Index

18.47%

 

9.68%

 

8.03%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

 

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$261

84

$2,088,928

61.03%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData([The Baldwin Insurance Group, Inc.]:3.3,[Alamos Gold, Inc., Cl. A]:3.2,Fluor Corp.:2.9,Essent Group Ltd.:2.4,[Insmed, Inc.]:2.4,CNX Resources Corp.:2,[Viper Energy, Inc.]:2,[TransMedics Group, Inc.]:1.9,[Clearway Energy, Inc., Cl. C]:1.9,Genius Sports Ltd.:1.9)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

   

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

 

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:-0.8,Real Estate:2.6,Utilities:3.1,Investment Companies:3.1,Consumer Staples:3.2,Communication Services:4.2,Materials:4.3,Consumer Discretionary:8.3,Energy:8.9,Information Technology:9.5,Health Care:16.5,Industrials:17.3,Financials:19.8)

 

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-0253AR0824

 

  

BNY Mellon Opportunistic Small Cap Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class I – DOPIX

This annual shareholder report contains important information about BNY Mellon Opportunistic Small Cap Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class I*

$100

0.95%

 

  

*

During the period, fees were waived and/or expenses reimbursed pursuant to an agreement with the Fund’s investment adviser, BNY Mellon Investment Adviser, Inc. If this agreement is not extended in the future, expenses could be higher.

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class I shares returned 9.72%.

• In comparison, the Russell 2000® Index returned 18.47% for the same period.

What affected the Fund’s performance?

• While global equities overcame political strife, inflation and high interest rates, the latter took a toll on small caps, contributing to massive flows into the “Magnificent 7” mega-cap tech stocks.

• Stock selection in information technology hampered relative performance. Selections in the software industry and in the semiconductors and semiconductor equipment industry detracted most.

• Stock selection in the financials sector contributed positively. Selections in the insurance and banking industries were most beneficial.

 

   

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

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $10,000

10KLineChartData(Russell 3000® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:10000,2015-08-31:10036,2016-08-31:11184,2017-08-31:12980,2018-08-31:15608,2019-08-31:15812,2020-08-31:19202,2021-08-31:25546,2022-08-31:22153,2023-08-31:25423,2024-08-31:32069|Russell 2000® Index[AdditionalIndex]|2014-08-31:10000,2015-08-31:10003,2016-08-31:10862,2017-08-31:12482,2018-08-31:15659,2019-08-31:13641,2020-08-31:14462,2021-08-31:21271,2022-08-31:17468,2023-08-31:18280,2024-08-31:21656|BNY Mellon Opportunistic Small Cap Fund (Class I)|2014-08-31:10000,2015-08-31:10018,2016-08-31:10152,2017-08-31:12578,2018-08-31:15569,2019-08-31:12563,2020-08-31:13647,2021-08-31:19079,2022-08-31:16515,2023-08-31:17098,2024-08-31:18760)

Years Ended 8/31

The above graph compares a hypothetical $10,000 investment in the Fund’s Class I shares to a hypothetical investment of $10,000 made in each of the Russell 3000® Index (a broad-based index) and Russell 2000® Index on 8/31/2014. The performance shown takes into account applicable fees and expenses of the Fund, including management fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Share Class

1YR

5YR

10YR

Class I Shares

9.72%

 

8.35%

 

6.50%

 

Russell 3000® Index (broad-based index)*

26.14%

 

15.19%

 

12.36%

 

Russell 2000® Index

18.47%

 

9.68%

 

8.03%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

 

Periods prior to the inception date of the Fund's Class I shares (9/30/2016) reflect the performance of the Fund’s Investor shares. Such performance figures have not been adjusted to reflect applicable class fees and expenses of Class I shares.

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$261

84

$2,088,928

61.03%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData([The Baldwin Insurance Group, Inc.]:3.3,[Alamos Gold, Inc., Cl. A]:3.2,Fluor Corp.:2.9,Essent Group Ltd.:2.4,[Insmed, Inc.]:2.4,CNX Resources Corp.:2,[Viper Energy, Inc.]:2,[TransMedics Group, Inc.]:1.9,[Clearway Energy, Inc., Cl. C]:1.9,Genius Sports Ltd.:1.9)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

   

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

 

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:-0.8,Real Estate:2.6,Utilities:3.1,Investment Companies:3.1,Consumer Staples:3.2,Communication Services:4.2,Materials:4.3,Consumer Discretionary:8.3,Energy:8.9,Information Technology:9.5,Health Care:16.5,Industrials:17.3,Financials:19.8)

 

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-4048AR0824

 

  

BNY Mellon Opportunistic Small Cap Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class Y – DSCYX

This annual shareholder report contains important information about BNY Mellon Opportunistic Small Cap Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class Y*

$88

0.84%

 

  

*

During the period, fees were waived and/or expenses reimbursed pursuant to an agreement with the Fund’s investment adviser, BNY Mellon Investment Adviser, Inc. If this agreement is not extended in the future, expenses could be higher.

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class Y shares returned 9.84%.

• In comparison, the Russell 2000® Index returned 18.47% for the same period.

What affected the Fund’s performance?

• While global equities overcame political strife, inflation and high interest rates, the latter took a toll on small caps, contributing to massive flows into the “Magnificent 7” mega-cap tech stocks.

• Stock selection in information technology hampered relative performance. Selections in the software industry and in the semiconductors and semiconductor equipment industry detracted most.

• Stock selection in the financials sector contributed positively. Selections in the insurance and banking industries were most beneficial.

 

   

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

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $1,000,000

10KLineChartData(Russell 3000® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:1000000,2015-08-31:1003600,2016-08-31:1118412,2017-08-31:1298029,2018-08-31:1560880,2019-08-31:1581328,2020-08-31:1920365,2021-08-31:2554854,2022-08-31:2215569,2023-08-31:2542587,2024-08-31:3207219|Russell 2000® Index[AdditionalIndex]|2014-08-31:1000000,2015-08-31:1000300,2016-08-31:1086226,2017-08-31:1248182,2018-08-31:1565844,2019-08-31:1364007,2020-08-31:1446120,2021-08-31:2126953,2022-08-31:1746654,2023-08-31:1827873,2024-08-31:2165481|BNY Mellon Opportunistic Small Cap Fund (Class Y)|2014-08-31:1000000,2015-08-31:1001800,2016-08-31:1015224,2017-08-31:1257863,2018-08-31:1558492,2019-08-31:1258794,2020-08-31:1369694,2021-08-31:1917161,2022-08-31:1661028,2023-08-31:1722320,2024-08-31:1891796)

Years Ended 8/31

The above graph compares a hypothetical $1,000,000 investment in the Fund’s Class Y shares to a hypothetical investment of $1,000,000 made in each of the Russell 3000® Index (a broad-based index) and Russell 2000® Index on 8/31/2014. The performance shown takes into account applicable fees and expenses of the Fund, including management fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Share Class

1YR

5YR

10YR

Class Y Shares

9.84%

 

8.49%

 

6.59%

 

Russell 3000® Index (broad-based index)*

26.14%

 

15.19%

 

12.36%

 

Russell 2000® Index

18.47%

 

9.68%

 

8.03%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

 

Periods prior to the inception date of the Fund's Class Y shares (9/30/2016) reflect the performance of the Fund’s Investor shares. Such performance figures have not been adjusted to reflect applicable class fees and expenses of Class Y shares.

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$261

84

$2,088,928

61.03%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData([The Baldwin Insurance Group, Inc.]:3.3,[Alamos Gold, Inc., Cl. A]:3.2,Fluor Corp.:2.9,Essent Group Ltd.:2.4,[Insmed, Inc.]:2.4,CNX Resources Corp.:2,[Viper Energy, Inc.]:2,[TransMedics Group, Inc.]:1.9,[Clearway Energy, Inc., Cl. C]:1.9,Genius Sports Ltd.:1.9)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

   

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

 

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:-0.8,Real Estate:2.6,Utilities:3.1,Investment Companies:3.1,Consumer Staples:3.2,Communication Services:4.2,Materials:4.3,Consumer Discretionary:8.3,Energy:8.9,Information Technology:9.5,Health Care:16.5,Industrials:17.3,Financials:19.8)

 

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-0315AR0824

 

  

BNY Mellon Technology Growth Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class A – DTGRX

This annual shareholder report contains important information about BNY Mellon Technology Growth Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

This report describes changes to the Fund that occurred during the reporting period.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class A*

$130

1.13%

 

  

*

During the period, fees were waived and/or expenses reimbursed pursuant to an agreement with the Fund’s investment adviser, BNY Mellon Investment Adviser, Inc. Effective December 30, 2023, this agreement was not extended, and expenses could be higher.

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class A shares returned 30.27%.

• In comparison, the NYSE® Technology Index returned 30.72% for the same period.

What affected the Fund’s performance?

• Stocks performed well due to strong thematic fundamentals, especially regarding generative Artificial Intelligence, and the likelihood of a soft landing and lower interest rates, which should benefit technology stocks.

• Selections in the software and information technology services industries, in particular, were the primary laggards.

• Security selection in the industrial and health care sectors contributed most positively to relative performance. An underweight to the consumer discretionary sector was also beneficial.  

 

   

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

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $10,000

10KLineChartData(S&P 500® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:10000,2015-08-31:10048,2016-08-31:11307,2017-08-31:13141,2018-08-31:15725,2019-08-31:16184,2020-08-31:19733,2021-08-31:25882,2022-08-31:22978,2023-08-31:26638,2024-08-31:33865|NYSE® Technology Index[AdditionalIndex]|2014-08-31:10000,2015-08-31:10308,2016-08-31:12139,2017-08-31:16214,2018-08-31:20146,2019-08-31:20341,2020-08-31:35123,2021-08-31:46566,2022-08-31:30803,2023-08-31:41630,2024-08-31:54419|BNY Mellon Technology Growth Fund (Class A)|2014-08-31:9425,2015-08-31:9557,2016-08-31:10821,2017-08-31:13888,2018-08-31:18147,2019-08-31:17352,2020-08-31:29040,2021-08-31:36317,2022-08-31:21787,2023-08-31:27192,2024-08-31:35423)

Years Ended 8/31

The above graph compares a hypothetical $10,000 investment in the Fund’s Class A shares to a hypothetical investment of $10,000 made in each of the S&P 500® Index (a broad-based index) and NYSE® Technology Index on 8/31/2014. The performance shown takes into account the maximum initial sales charge on Class A shares and applicable fees and expenses of the Fund, including management fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Class A Shares

1YR

5YR

10YR

with Maximum Sales Charge - 5.75%

22.79%

 

13.98%

 

13.48%

 

without Sales Charge

30.27%

 

15.34%

 

14.16%

 

S&P 500® Index (broad-based index)*

27.13%

 

15.91%

 

12.97%

 

NYSE® Technology Index

30.72%

 

22.00%

 

18.59%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

 

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$378

39

$2,514,008

21.29%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData([Uber Technologies, Inc.]:6,NVIDIA Corp.:5.9,[Taiwan Semiconductor Manufacturing Co. Ltd., ADR]:5.6,[Netflix, Inc.]:5.3,Microsoft Corp.:5.2,[ServiceNow, Inc.]:4.9,[Shopify, Inc., Cl. A]:4.6,[Apple, Inc.]:4.4,[Amazon.com, Inc.]:4.4,[Alphabet, Inc., Cl. C]:4)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:-0.9,Health Care:2,Real Estate:2.1,Investment Companies:3.8,Consumer Discretionary:6.8,Industrials:8,Communication Services:15.7,Information Technology:62.5)

 

   

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

 

How has the Fund changed?

• Effective December 30, 2023, BNY Mellon Investment Adviser, Inc. did not extend the management fee waiver of .10% of the value of the Fund's average daily net assets.

This is a summary of certain changes to the Fund since September 1, 2023. For more complete information, you may review the Fund’s next prospectus, which we expect to be available by December 31, 2024 at bny.com/investments/literaturecenter or upon request at 1-800-373-9387.

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-0255AR0824

 

  

BNY Mellon Technology Growth Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class C – DTGCX

This annual shareholder report contains important information about BNY Mellon Technology Growth Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

This report describes changes to the Fund that occurred during the reporting period.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class C*

$226

1.97%

 

  

*

During the period, fees were waived and/or expenses reimbursed pursuant to an agreement with the Fund’s investment adviser, BNY Mellon Investment Adviser, Inc. Effective December 30, 2023, this agreement was not extended, and expenses could be higher.

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class C shares returned 29.21%.

• In comparison, the NYSE® Technology Index returned 30.72% for the same period.

What affected the Fund’s performance?

• Stocks performed well due to strong thematic fundamentals, especially regarding generative Artificial Intelligence, and the likelihood of a soft landing and lower interest rates, which should benefit technology stocks.

• Selections in the software and information technology services industries, in particular, were the primary laggards.

• Security selection in the industrial and health care sectors contributed most positively to relative performance. An underweight to the consumer discretionary sector was also beneficial.  

 

   

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

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $10,000

10KLineChartData(S&P 500® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:10000,2015-08-31:10048,2016-08-31:11307,2017-08-31:13141,2018-08-31:15725,2019-08-31:16184,2020-08-31:19733,2021-08-31:25882,2022-08-31:22978,2023-08-31:26638,2024-08-31:33865|NYSE® Technology Index[AdditionalIndex]|2014-08-31:10000,2015-08-31:10308,2016-08-31:12139,2017-08-31:16214,2018-08-31:20146,2019-08-31:20341,2020-08-31:35123,2021-08-31:46566,2022-08-31:30803,2023-08-31:41630,2024-08-31:54419|BNY Mellon Technology Growth Fund (Class C)|2014-08-31:10000,2015-08-31:10061,2016-08-31:11295,2017-08-31:14379,2018-08-31:18655,2019-08-31:17704,2020-08-31:29417,2021-08-31:36498,2022-08-31:21716,2023-08-31:26869,2024-08-31:34717)

Years Ended 8/31

The above graph compares a hypothetical $10,000 investment in the Fund’s Class C shares to a hypothetical investment of $10,000 made in each of the S&P 500® Index (a broad-based index) and NYSE® Technology Index on 8/31/2014. The performance shown takes into account the maximum deferred sales charge on Class C shares and applicable fees and expenses of the Fund, including management fees, 12b-1 fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Class C Shares

1YR

5YR

10YR

with Maximum Deferred Sales Charge - 1.00%

28.21%

** 

14.42%

 

13.25%

 

without Deferred Sales Charge

29.21%

 

14.42%

 

13.25%

 

S&P 500® Index (broad-based index)*

27.13%

 

15.91%

 

12.97%

 

NYSE® Technology Index

30.72%

 

22.00%

 

18.59%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

**

The maximum contingent deferred sales charge for Class C shares is 1.00% for shares redeemed within one year of the date purchased.

 

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$378

39

$2,514,008

21.29%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData([Uber Technologies, Inc.]:6,NVIDIA Corp.:5.9,[Taiwan Semiconductor Manufacturing Co. Ltd., ADR]:5.6,[Netflix, Inc.]:5.3,Microsoft Corp.:5.2,[ServiceNow, Inc.]:4.9,[Shopify, Inc., Cl. A]:4.6,[Apple, Inc.]:4.4,[Amazon.com, Inc.]:4.4,[Alphabet, Inc., Cl. C]:4)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:-0.9,Health Care:2,Real Estate:2.1,Investment Companies:3.8,Consumer Discretionary:6.8,Industrials:8,Communication Services:15.7,Information Technology:62.5)

 

   

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

 

How has the Fund changed?

• Effective December 30, 2023, BNY Mellon Investment Adviser, Inc. did not extend the management fee waiver of .10% of the value of the Fund's average daily net assets.

This is a summary of certain changes to the Fund since September 1, 2023. For more complete information, you may review the Fund’s next prospectus, which we expect to be available by December 31, 2024 at bny.com/investments/literaturecenter or upon request at 1-800-373-9387.

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-0261AR0824

 

  

BNY Mellon Technology Growth Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class I – DGVRX

This annual shareholder report contains important information about BNY Mellon Technology Growth Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

This report describes changes to the Fund that occurred during the reporting period.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class I*

$107

0.93%

 

  

*

During the period, fees were waived and/or expenses reimbursed pursuant to an agreement with the Fund’s investment adviser, BNY Mellon Investment Adviser, Inc. Effective December 30, 2023, this agreement was not extended, and expenses could be higher.

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class I shares returned 30.53%.

• In comparison, the NYSE® Technology Index returned 30.72% for the same period.

What affected the Fund’s performance?

• Stocks performed well due to strong thematic fundamentals, especially regarding generative Artificial Intelligence, and the likelihood of a soft landing and lower interest rates, which should benefit technology stocks.

• Selections in the software and information technology services industries, in particular, were the primary laggards.

• Security selection in the industrial and health care sectors contributed most positively to relative performance. An underweight to the consumer discretionary sector was also beneficial.  

 

   

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

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $10,000

10KLineChartData(S&P 500® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:10000,2015-08-31:10048,2016-08-31:11307,2017-08-31:13141,2018-08-31:15725,2019-08-31:16184,2020-08-31:19733,2021-08-31:25882,2022-08-31:22978,2023-08-31:26638,2024-08-31:33865|NYSE® Technology Index[AdditionalIndex]|2014-08-31:10000,2015-08-31:10308,2016-08-31:12139,2017-08-31:16214,2018-08-31:20146,2019-08-31:20341,2020-08-31:35123,2021-08-31:46566,2022-08-31:30803,2023-08-31:41630,2024-08-31:54419|BNY Mellon Technology Growth Fund (Class I)|2014-08-31:10000,2015-08-31:10169,2016-08-31:11541,2017-08-31:14852,2018-08-31:19452,2019-08-31:18643,2020-08-31:31270,2021-08-31:39191,2022-08-31:23562,2023-08-31:29464,2024-08-31:38459)

Years Ended 8/31

The above graph compares a hypothetical $10,000 investment in the Fund’s Class I shares to a hypothetical investment of $10,000 made in each of the S&P 500® Index (a broad-based index) and NYSE® Technology Index on 8/31/2014. The performance shown takes into account applicable fees and expenses of the Fund, including management fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Share Class

1YR

5YR

10YR

Class I Shares

30.53%

 

15.59%

 

14.42%

 

S&P 500® Index (broad-based index)*

27.13%

 

15.91%

 

12.97%

 

NYSE® Technology Index

30.72%

 

22.00%

 

18.59%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

 

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$378

39

$2,514,008

21.29%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData([Uber Technologies, Inc.]:6,NVIDIA Corp.:5.9,[Taiwan Semiconductor Manufacturing Co. Ltd., ADR]:5.6,[Netflix, Inc.]:5.3,Microsoft Corp.:5.2,[ServiceNow, Inc.]:4.9,[Shopify, Inc., Cl. A]:4.6,[Apple, Inc.]:4.4,[Amazon.com, Inc.]:4.4,[Alphabet, Inc., Cl. C]:4)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:-0.9,Health Care:2,Real Estate:2.1,Investment Companies:3.8,Consumer Discretionary:6.8,Industrials:8,Communication Services:15.7,Information Technology:62.5)

 

   

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

 

How has the Fund changed?

• Effective December 30, 2023, BNY Mellon Investment Adviser, Inc. did not extend the management fee waiver of .10% of the value of the Fund's average daily net assets.

This is a summary of certain changes to the Fund since September 1, 2023. For more complete information, you may review the Fund’s next prospectus, which we expect to be available by December 31, 2024 at bny.com/investments/literaturecenter or upon request at 1-800-373-9387.

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-0262AR0824

 

  

BNY Mellon Technology Growth Fund

ANNUAL
SHAREHOLDER
REPORT

AUGUST 31, 2024

  

Class Y – DTEYX

This annual shareholder report contains important information about BNY Mellon Technology Growth Fund (the “Fund”) for the period of September 1, 2023 to August 31, 2024. You can find additional information about the Fund at bny.com/investments/literaturecenter. You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending an e-mail request to info@bny.com.

This report describes changes to the Fund that occurred during the reporting period.

What were the Fund’s costs for the last year?
(based on a hypothetical $10,000 investment)

   

Share Class

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Class Y*

$95

0.82%

 

  

*

During the period, fees were waived and/or expenses reimbursed pursuant to an agreement with the Fund’s investment adviser, BNY Mellon Investment Adviser, Inc. Effective December 30, 2023, this agreement was not extended, and expenses could be higher.

How did the Fund perform last year?

• For the 12-month period ended August 31, 2024, the Fund’s Class Y shares returned 30.69%.

• In comparison, the NYSE® Technology Index returned 30.72% for the same period.

What affected the Fund’s performance?

• Stocks performed well due to strong thematic fundamentals, especially regarding generative Artificial Intelligence, and the likelihood of a soft landing and lower interest rates, which should benefit technology stocks.

• Selections in the software and information technology services industries, in particular, were the primary laggards.

• Security selection in the industrial and health care sectors contributed most positively to relative performance. An underweight to the consumer discretionary sector was also beneficial.  

 

   

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

 

 

  

How did the Fund perform over the past 10 years?

The Fund’s past performance is not a good predictor of the Fund’s future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Cumulative Performance from September 1, 2014 through August 31, 2024
Initial Investment of $1,000,000

10KLineChartData(S&P 500® Index (broad-based index)*[BroadBasedIndex]|2014-08-31:1000000,2015-08-31:1004800,2016-08-31:1130701,2017-08-31:1314101,2018-08-31:1572453,2019-08-31:1618369,2020-08-31:1973277,2021-08-31:2588150,2022-08-31:2297760,2023-08-31:2663793,2024-08-31:3386480|NYSE® Technology Index[AdditionalIndex]|2014-08-31:1000000,2015-08-31:1030800,2016-08-31:1213870,2017-08-31:1621366,2018-08-31:2014547,2019-08-31:2034088,2020-08-31:3512260,2021-08-31:4656554,2022-08-31:3080310,2023-08-31:4163039,2024-08-31:5441925|BNY Mellon Technology Growth Fund (Class Y)|2014-08-31:1000000,2015-08-31:1016900,2016-08-31:1154080,2017-08-31:1486801,2018-08-31:1950088,2019-08-31:1869939,2020-08-31:3139815,2021-08-31:3938270,2022-08-31:2369263,2023-08-31:2961816,2024-08-31:3870797)

Years Ended 8/31

The above graph compares a hypothetical $1,000,000 investment in the Fund’s Class Y shares to a hypothetical investment of $1,000,000 made in each of the S&P 500® Index (a broad-based index) and NYSE® Technology Index on 8/31/2014. The performance shown takes into account applicable fees and expenses of the Fund, including management fees and other expenses. The Fund’s performance also assumes the reinvestment of dividends and capital gains. Unlike the Fund, the indexes are not subject to charges, fees and other expenses. Investors cannot invest directly in any index.

       

AVERAGE ANNUAL TOTAL RETURNS (AS OF 8/31/24)

Share Class

1YR

5YR

10YR

Class Y Shares

30.69%

 

15.67%

 

14.50%

 

S&P 500® Index (broad-based index)*

27.13%

 

15.91%

 

12.97%

 

NYSE® Technology Index

30.72%

 

22.00%

 

18.59%

 

 

  

*

In accordance with regulatory changes requiring the Fund’s primary benchmark to represent the overall applicable market, the Fund’s primary prospectus benchmark changed to the indicated benchmark effective as of August 31, 2024.

 

Periods prior to the inception date of the Fund's Class Y shares (9/30/2016) reflect the performance of the Fund’s Class I shares. Such performance figures have not been adjusted to reflect applicable class fees and expenses of Class Y shares.

The performance data quoted represent past performance, which is no guarantee of future results. For more current information visit bny.com/investments/literaturecenter.

KEY FUND STATISTICS (AS OF 8/31/24)

    

Fund Size (Millions)

Number of Holdings

Total Advisory Fee Paid During Period

Annual Portfolio Turnover

$378

39

$2,514,008

21.29%
   

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

 

 

Portfolio Holdings (as of 8/31/24)

Top Ten Holdings (Based on Net Assets)*

LargestHoldingsData([Uber Technologies, Inc.]:6,NVIDIA Corp.:5.9,[Taiwan Semiconductor Manufacturing Co. Ltd., ADR]:5.6,[Netflix, Inc.]:5.3,Microsoft Corp.:5.2,[ServiceNow, Inc.]:4.9,[Shopify, Inc., Cl. A]:4.6,[Apple, Inc.]:4.4,[Amazon.com, Inc.]:4.4,[Alphabet, Inc., Cl. C]:4)

* Excludes money market funds or other short-term securities held for the investment of cash and cash collateral for securities loaned, if any.

Sector Allocation (Based on Net Assets)

HoldingsByIndustrySectorData(Net Other Assets and Liabilities:-0.9,Health Care:2,Real Estate:2.1,Investment Companies:3.8,Consumer Discretionary:6.8,Industrials:8,Communication Services:15.7,Information Technology:62.5)

 

   

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

 

How has the Fund changed?

• Effective December 30, 2023, BNY Mellon Investment Adviser, Inc. did not extend the management fee waiver of .10% of the value of the Fund's average daily net assets.

This is a summary of certain changes to the Fund since September 1, 2023. For more complete information, you may review the Fund’s next prospectus, which we expect to be available by December 31, 2024 at bny.com/investments/literaturecenter or upon request at 1-800-373-9387.

For additional information about the Fund, including its prospectus, financial information, portfolio holdings and proxy voting information, please visit bny.com/investments/literaturecenter.

  

© 2024 BNY Mellon Securities Corporation, Distributor,
240 Greenwich Street, 9th Floor, NewYork, NY 10286
Code-0313AR0824

Item 2.  Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.

Item 3.   Audit Committee Financial Expert.

The Registrant's Board has determined that Gina D. France, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC"). Ms. France is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.

Item 4.   Principal Accountant Fees and Services.

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $145,044 in 2023 and $147,944 in 2024.

(b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $29,900 in 2023 and $29,328 in 2024. These services consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended, (iii) advisory services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.

The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2023 and $0 in 2024.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice, and tax planning ("Tax Services") were $19,051 in 2023 and $19,051 in 2024. These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies. The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were $26,949 in 2023 and $28,329 in 2024.

(d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were $11,267 in 2023 and $13,151 in 2024. These services consisted of a review of the Registrant's anti-money laundering program.

The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee, were $0 in 2023 and $0 in 2024.

(e)(1) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services. Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence. Pre-approvals pursuant to the Policy are considered annually.

(e)(2) Note. None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) None of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $1,606,446 in 2023 and $1,639,482 in 2024.

Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.

(i) Not applicable.

(j) Not applicable.

Item 5.  Audit Committee of Listed Registrants.

Not applicable. 

Item 6.  Investments.

 Not applicable.

BNY Mellon Dynamic Value Fund

 

ANNUAL FINANCIALS AND OTHER INFORMATION

August 31, 2024

 

Class Ticker

A DAGVX

C DCGVX

I DRGVX

Y DRGYX

 

IMPORTANT NOTICE – CHANGES TO ANNUAL AND SEMI-ANNUAL REPORTS

The Securities and Exchange Commission (the “SEC”) has adopted rule and form amendments which have resulted in changes to the design and delivery of annual and semi-annual fund reports (“Reports”). Reports are now streamlined to highlight key information.  Certain information previously included in Reports, including financial statements, no longer appear in the Reports but will be available online within the Semi-Annual and Annual Financials and Other Information, delivered free of charge to shareholders upon request, and filed with the SEC.

 

Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.bny.com/investments 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

T H E F U N D

Please note the Annual Financials and Other Information only contains Items 7-11 required in
Form N-CSR. All other required items will be filed with the SEC.

  

Item 7. Financial Statements and Financial Highlights for Open-End Management
Investment Companies

3

Statement of Investments

3

Statement of Assets and Liabilities

6

Statement of Operations

7

Statement of Changes in Net Assets

8

Financial Highlights

10

Notes to Financial Statements

14

Report of Independent Registered Public Accounting Firm

19

Important Tax Information

20

Item 8. Changes in and Disagreements with Accountants for
Open-End Management Investment Companies

21

Item 9. Proxy Disclosures for Open-End Management Investment Companies

22

Item 10. Remuneration Paid to Directors, Officers, and Others of
Open-End Management Investment Companies

23

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract

24

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

BNY Mellon Dynamic Value Fund

Statement of Investments

August 31, 2024

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% 

     

Automobiles & Components - 1.1% 

     

General Motors Co. 

   

1,391,233

 

69,255,579

 

Banks - 8.2% 

     

Bank of America Corp. 

   

3,700,118

 

150,779,808

 

Citigroup, Inc. 

   

783,548

 

49,081,447

 

First Horizon Corp. 

   

5,901,142

 

97,899,946

 

JPMorgan Chase & Co. 

   

1,029,379

 

231,404,399

 
    

529,165,600

 

Capital Goods - 10.7% 

     

3M Co. 

   

453,478

 

61,078,952

 

AMETEK, Inc. 

   

336,890

 

57,625,034

 

Eaton Corp. PLC 

   

207,795

 

63,778,519

 

GE Vernova, Inc. 

   

443,054

a 

89,053,854

 

Howmet Aerospace, Inc. 

   

756,803

 

73,152,578

 

Hubbell, Inc. 

   

251,781

 

100,692,257

 

Johnson Controls International PLC 

   

1,421,722

 

103,572,448

 

L3Harris Technologies, Inc. 

   

590,401

 

139,730,205

 
    

688,683,847

 

Commercial & Professional Services - 1.9% 

     

CACI International, Inc., Cl. A 

   

104,966

a 

51,236,004

 

Veralto Corp. 

   

620,671

 

69,782,041

 
    

121,018,045

 

Consumer Discretionary Distribution & Retail - .8% 

     

Best Buy Co., Inc. 

   

529,558

 

53,167,623

 

Consumer Services - 1.0% 

     

Las Vegas Sands Corp. 

   

1,690,074

 

65,895,985

 

Energy - 8.7% 

     

ConocoPhillips 

   

993,262

 

113,023,283

 

Diamondback Energy, Inc. 

   

370,968

 

72,379,566

 

EQT Corp. 

   

2,990,834

 

100,222,847

 

Hess Corp. 

   

165,099

 

22,793,568

 

Marathon Petroleum Corp. 

   

362,166

 

64,146,842

 

Occidental Petroleum Corp. 

   

1,006,364

 

57,342,621

 

Phillips 66 

   

924,066

 

129,655,700

 
    

559,564,427

 

Financial Services - 10.2% 

     

Berkshire Hathaway, Inc., Cl. B 

   

658,352

a 

313,322,884

 

CME Group, Inc. 

   

458,705

 

98,961,017

 

The Goldman Sachs Group, Inc. 

   

337,984

 

172,456,336

 

Voya Financial, Inc. 

   

1,054,917

 

74,719,771

 
    

659,460,008

 

Food, Beverage & Tobacco - 2.0% 

     

Philip Morris International, Inc. 

   

1,061,780

 

130,906,856

 

Health Care Equipment & Services - 12.8% 

     

Alcon, Inc. 

   

664,902

b 

64,947,627

 

Baxter International, Inc. 

   

2,241,688

 

85,049,643

 

Becton, Dickinson and Co. 

   

708,698

 

171,795,482

 

Boston Scientific Corp. 

   

414,181

a 

33,875,864

 

3

Statement of Investments (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Health Care Equipment & Services - 12.8%  (continued)

     

Centene Corp. 

   

928,739

a 

73,212,495

 

Globus Medical, Inc., Cl. A 

   

687,226

a 

49,961,330

 

Labcorp Holdings, Inc. 

   

271,742

 

62,470,768

 

Medtronic PLC 

   

1,401,871

 

124,177,733

 

UnitedHealth Group, Inc. 

   

267,833

 

158,075,037

 
    

823,565,979

 

Household & Personal Products - 2.6% 

     

Kenvue, Inc. 

   

7,640,188

 

167,702,127

 

Insurance - 9.0% 

     

American International Group, Inc. 

   

954,173

 

73,519,030

 

Aon PLC, Cl. A 

   

204,718

 

70,365,671

 

Assurant, Inc. 

   

524,306

 

102,947,483

 

Globe Life, Inc. 

   

382,962

 

40,230,158

 

RenaissanceRe Holdings Ltd. 

   

202,371

 

51,562,107

 

The Allstate Corp. 

   

741,845

 

140,164,194

 

Willis Towers Watson PLC 

   

356,079

 

104,014,237

 
    

582,802,880

 

Materials - 6.6% 

     

CRH PLC 

   

699,814

 

63,522,117

 

Freeport-McMoRan, Inc. 

   

1,730,416

 

76,622,820

 

International Paper Co. 

   

2,195,464

b 

106,304,367

 

Newmont Corp. 

   

3,312,698

 

176,864,946

 
    

423,314,250

 

Media & Entertainment - 1.4% 

     

Omnicom Group, Inc. 

   

558,546

 

56,094,775

 

The Interpublic Group of Companies, Inc. 

   

1,088,429

 

35,493,670

 
    

91,588,445

 

Pharmaceuticals, Biotechnology & Life Sciences - 8.0% 

     

Amgen, Inc. 

   

93,291

 

31,143,335

 

BioMarin Pharmaceutical, Inc. 

   

523,724

a 

47,768,867

 

Bristol-Myers Squibb Co. 

   

1,145,811

 

57,233,259

 

Danaher Corp. 

   

644,599

 

173,596,957

 

Illumina, Inc. 

   

494,703

a 

65,003,974

 

Regeneron Pharmaceuticals, Inc. 

   

50,150

a 

59,412,203

 

Sanofi SA, ADR 

   

1,445,853

 

81,343,690

 
    

515,502,285

 

Semiconductors & Semiconductor Equipment - 2.3% 

     

Advanced Micro Devices, Inc. 

   

356,982

a 

53,033,246

 

Applied Materials, Inc. 

   

347,053

 

68,459,675

 

Micron Technology, Inc. 

   

285,953

 

27,520,117

 
    

149,013,038

 

Software & Services - 2.9% 

     

Akamai Technologies, Inc. 

   

518,364

a 

52,790,190

 

Dolby Laboratories, Inc., Cl. A 

   

665,284

 

47,474,666

 

International Business Machines Corp. 

   

437,008

 

88,332,427

 
    

188,597,283

 

Technology Hardware & Equipment - 3.3% 

     

Cisco Systems, Inc. 

   

4,176,677

 

211,089,256

 

Telecommunication Services - 2.9% 

     

AT&T, Inc. 

   

5,707,028

 

113,569,857

 

4

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 99.2% (continued)

     

Telecommunication Services - 2.9%  (continued)

     

T-Mobile US, Inc. 

   

358,200

 

71,181,504

 
    

184,751,361

 

Transportation - 1.5% 

     

FedEx Corp. 

   

312,134

 

93,256,275

 

Utilities - 1.3% 

     

Constellation Energy Corp. 

   

410,324

 

80,710,731

 

Total Common Stocks (cost $5,384,333,935)

   

6,389,011,880

 
  

1-Day
Yield (%)

     

Investment Companies - .6% 

     

Registered Investment Companies - .6% 

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares 
(cost $37,223,863)

 

5.40

 

37,223,863

c 

37,223,863

 
        

Investment of Cash Collateral for Securities Loaned - .0% 

     

Registered Investment Companies - .0% 

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares 
(cost $1,434,015)

 

5.40

 

1,434,015

c 

1,434,015

 

Total Investments (cost $5,422,991,813)

 

99.8%

 

6,427,669,758

 

Cash and Receivables (Net)

 

.2%

 

15,506,309

 

Net Assets

 

100.0%

 

6,443,176,067

 

ADR—American Depositary Receipt

a Non-income producing security.

b Security, or portion thereof, on loan. At August 31, 2024, the value of the fund’s securities on loan was $20,486,193 and the value of the collateral was $20,810,646, consisting of cash collateral of $1,434,015 and U.S. Government & Agency securities valued at $19,376,631. In addition, the value of collateral may include pending sales that are also on loan.

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

See notes to financial statements.

       

Affiliated Issuers

   

Description

Value ($)
8/31/2023

Purchases ($)†

Sales ($)

Value ($)
8/31/2024

Dividends/
Distributions ($)

 

Registered Investment Companies - .6%

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - .6%

44,146,863

1,719,296,464

(1,726,219,464)

37,223,863

2,365,848

 

Investment of Cash Collateral for Securities Loaned - .0%

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - .0%

-

285,996,747

(284,562,732)

1,434,015

29,785

†† 

Total - .6%

44,146,863

2,005,293,211

(2,010,782,196)

38,657,878

2,395,633

 

† Includes reinvested dividends/distributions.

†† 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.

5

STATEMENT OF ASSETS AND LIABILITIES

August 31, 2024

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $20,486,193)—Note 1(c):

 

 

 

Unaffiliated issuers

5,384,333,935

 

6,389,011,880

 

Affiliated issuers

 

38,657,878

 

38,657,878

 

Receivable for investment securities sold

 

28,290,265

 

Dividends and securities lending income receivable

 

8,905,268

 

Receivable for shares of Common Stock subscribed

 

6,867,523

 

Tax reclaim receivable—Note 1(b)

 

540,671

 

Prepaid expenses

 

 

 

 

206,151

 

 

 

 

 

 

6,472,479,636

 

Liabilities ($):

 

 

 

 

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

 

3,383,429

 

Payable for investment securities purchased

 

17,409,747

 

Payable for shares of Common Stock redeemed

 

6,070,120

 

Liability for securities on loan—Note 1(c)

 

1,434,015

 

Directors’ fees and expenses payable

 

95,616

 

Other accrued expenses

 

 

 

 

910,642

 

 

 

 

 

 

29,303,569

 

Net Assets ($)

 

 

6,443,176,067

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

5,165,493,648

 

Total distributable earnings (loss)

 

 

 

 

1,277,682,419

 

Net Assets ($)

 

 

6,443,176,067

 

      

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

1,261,867,415

66,246,026

4,673,939,994

441,122,632

 

Shares Outstanding

26,556,507

1,592,970

97,568,013

9,230,316

 

Net Asset Value Per Share ($)

47.52

41.59

47.90

47.79

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

6

STATEMENT OF OPERATIONS

Year Ended August 31, 2024

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $447,383 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

90,864,389

 

Affiliated issuers

 

 

2,365,848

 

Income from securities lending—Note 1(c)

 

 

29,785

 

Total Income

 

 

93,260,022

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

28,317,524

 

Shareholder servicing costs—Note 3(c)

 

 

6,290,712

 

Registration fees

 

 

579,824

 

Directors’ fees and expenses—Note 3(d)

 

 

471,366

 

Distribution fees—Note 3(b)

 

 

344,105

 

Prospectus and shareholders’ reports

 

 

289,084

 

Custodian fees—Note 3(c)

 

 

114,608

 

Loan commitment fees—Note 2

 

 

112,781

 

Professional fees

 

 

109,048

 

Chief Compliance Officer fees—Note 3(c)

 

 

23,792

 

Miscellaneous

 

 

174,694

 

Total Expenses

 

 

36,827,538

 

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

 

 

(1,524,814)

 

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

 

 

(80,252)

 

Net Expenses

 

 

35,222,472

 

Net Investment Income

 

 

58,037,550

 

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

 

 

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

289,512,222

 

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

655,754,173

 

Net Realized and Unrealized Gain (Loss) on Investments

945,266,395

 

Net Increase in Net Assets Resulting from Operations

1,003,303,945

 

 

 

 

 

 

 

 

See notes to financial statements.

     

7

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended August 31,

 

 

 

 

2024

 

2023

 

Operations ($):

 

 

 

 

 

 

 

 

Net investment income

 

 

58,037,550

 

 

 

29,211,781

 

Net realized gain (loss) on investments

 

289,512,222

 

 

 

124,493,258

 

Net change in unrealized appreciation
(depreciation) on investments

 

655,754,173

 

 

 

197,353,064

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

1,003,303,945

 

 

 

351,058,103

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Class A

 

 

(52,081,891)

 

 

 

(82,406,100)

 

Class C

 

 

(1,834,464)

 

 

 

(1,747,344)

 

Class I

 

 

(127,505,121)

 

 

 

(94,067,152)

 

Class Y

 

 

(15,087,998)

 

 

 

(20,632,403)

 

Total Distributions

 

 

(196,509,474)

 

 

 

(198,852,999)

 

Capital Stock Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

213,686,487

 

 

 

160,101,228

 

Class C

 

 

32,082,454

 

 

 

25,244,240

 

Class I

 

 

2,976,555,683

 

 

 

1,503,418,033

 

Class Y

 

 

174,208,953

 

 

 

116,795,687

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

48,179,387

 

 

 

77,017,420

 

Class C

 

 

1,760,950

 

 

 

1,656,007

 

Class I

 

 

121,882,943

 

 

 

88,854,229

 

Class Y

 

 

12,584,536

 

 

 

16,158,925

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(190,537,802)

 

 

 

(158,170,478)

 

Class C

 

 

(7,978,079)

 

 

 

(6,781,231)

 

Class I

 

 

(856,270,424)

 

 

 

(583,867,642)

 

Class Y

 

 

(78,865,202)

 

 

 

(109,842,575)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

2,447,289,886

 

 

 

1,130,583,843

 

Total Increase (Decrease) in Net Assets

3,254,084,357

 

 

 

1,282,788,947

 

Net Assets ($):

 

Beginning of Period

 

 

3,189,091,710

 

 

 

1,906,302,763

 

End of Period

 

 

6,443,176,067

 

 

 

3,189,091,710

 

8

          

 

 

 

 

Year Ended August 31,

 

 

 

 

2024

 

2023

 

Capital Share Transactions (Shares):

 

Class Aa,b

 

 

 

 

 

 

 

 

Shares sold

 

 

5,009,362

 

 

 

4,061,975

 

Shares issued for distributions reinvested

 

 

1,231,894

 

 

 

2,001,492

 

Shares redeemed

 

 

(4,449,421)

 

 

 

(4,027,566)

 

Net Increase (Decrease) in Shares Outstanding

1,791,835

 

 

 

2,035,901

 

Class Ca

 

 

 

 

 

 

 

 

Shares sold

 

 

849,896

 

 

 

722,248

 

Shares issued for distributions reinvested

 

 

51,161

 

 

 

48,478

 

Shares redeemed

 

 

(214,415)

 

 

 

(196,062)

 

Net Increase (Decrease) in Shares Outstanding

686,642

 

 

 

574,664

 

Class Ib

 

 

 

 

 

 

 

 

Shares sold

 

 

69,722,669

 

 

 

38,041,141

 

Shares issued for distributions reinvested

 

 

3,096,619

 

 

 

2,295,382

 

Shares redeemed

 

 

(19,900,770)

 

 

 

(14,758,742)

 

Net Increase (Decrease) in Shares Outstanding

52,918,518

 

 

 

25,577,781

 

Class Yb

 

 

 

 

 

 

 

 

Shares sold

 

 

4,074,798

 

 

 

2,954,760

 

Shares issued for distributions reinvested

 

 

320,625

 

 

 

418,517

 

Shares redeemed

 

 

(1,853,961)

 

 

 

(2,758,559)

 

Net Increase (Decrease) in Shares Outstanding

2,541,462

 

 

 

614,718

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended August 31, 2024, 929 Class C shares representing $34,672 were automatically converted to 817 Class A shares and during the period ended August 31, 2023, 1,627 Class C shares representing $56,584 were automatically converted to 1,455 Class A shares.

 

b

During the period ended August 31, 2024, 20,238 Class A shares representing $929,038 were exchanged for 20,075 Class I shares, 16,041 Class Y shares representing $688,093 were exchanged for 16,001 Class I shares and 781 Class A shares representing $32,657 were exchanged for 778 Class Y shares. During the period ended August 31, 2023, 44,051 Class Y shares representing $1,754,656 were exchanged for 43,942 Class I shares and 5,457 Class A shares representing $225,051 were exchanged for 5,415 Class I shares.

 

See notes to financial statements.

        

9

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.

        
 

Year Ended August 31,

 

Class A Shares

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

41.26

39.43

47.84

33.28

34.61

Investment Operations:

      

Net investment incomea

 

.45

.38

.32

.36

.47

Net realized and unrealized gain (loss) on investments

 

7.90

4.99

.86

15.20

(.56)

Total from Investment Operations

 

8.35

5.37

1.18

15.56

(.09)

Distributions:

      

Dividends from net investment income

 

(.32)

(.28)

(.46)

(.22)

(.57)

Dividends from net realized gain on investments

 

(1.77)

(3.26)

(9.13)

(.78)

(.67)

Total Distributions

 

(2.09)

(3.54)

(9.59)

(1.00)

(1.24)

Net asset value, end of period

 

47.52

41.26

39.43

47.84

33.28

Total Return (%)b

 

21.30

14.27

2.34

47.60

(.55)

Ratios/Supplemental Data (%):

      

Ratio of total expenses to average net assets

 

.95

.94

.94

.95

.97

Ratio of net expenses to average net assets

 

.93

.93

.93

.93

.93

Ratio of net investment income to average net assets

 

1.04

.97

.76

.88

1.42

Portfolio Turnover Rate

 

90.65

106.44

115.23

108.10

103.12

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

 

1,261,867

1,021,797

896,291

881,741

648,545

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

10

           
      
 

Year Ended August 31,

Class C Shares

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

36.42

35.34

43.80

30.58

31.84

Investment Operations:

     

 

Net investment incomea

 

.11

.08

.01

.04

.20

Net realized and unrealized gain (loss) on investments

 

6.94

4.42

.79

13.96

(.53)

Total from Investment Operations

 

7.05

4.50

.80

14.00

(.33)

Distributions:

      

Dividends from net investment income

 

(.11)

(.16)

(.13)

-

(.26)

Dividends from net realized gain on investments

 

(1.77)

(3.26)

(9.13)

(.78)

(.67)

Total Distributions

 

(1.88)

(3.42)

(9.26)

(.78)

(.93)

Net asset value, end of period

 

41.59

36.42

35.34

43.80

30.58

Total Return (%)b

 

20.38

13.40

1.59

46.48

(1.29)

Ratios/Supplemental Data (%):

      

Ratio of total expenses to average net assets

 

1.71

1.73

1.72

1.73

1.73

Ratio of net expenses to average net assets

 

1.68

1.68

1.68

1.68

1.68

Ratio of net investment income to average net assets

 

.29

.23

.02

.11

.66

Portfolio Turnover Rate

 

90.65

106.44

115.23

108.10

103.12

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

 

66,246

33,013

11,719

7,011

9,372

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

11

FINANCIAL HIGHLIGHTS (continued)

         
    
 

Year Ended August 31,

Class I Shares

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

41.59

39.72

48.13

33.47

34.80

Investment Operations:

      

Net investment incomea

 

.57

.49

.43

.47

.56

Net realized and unrealized gain (loss) on investments

 

7.93

5.02

.86

15.28

(.56)

Total from Investment Operations

 

8.50

5.51

1.29

15.75

(.00)b

Distributions:

      

Dividends from net investment income

 

(.42)

(.38)

(.57)

(.31)

(.66)

Dividends from net realized gain on investments

 

(1.77)

(3.26)

(9.13)

(.78)

(.67)

Total Distributions

 

(2.19)

(3.64)

(9.70)

(1.09)

(1.33)

Net asset value, end of period

 

47.90

41.59

39.72

48.13

33.47

Total Return (%)

 

21.60

14.56

2.60

47.97

(.30)

Ratios/Supplemental Data (%):

      

Ratio of total expenses to average net assets

 

.73

.72

.69

.70

.71

Ratio of net expenses to average net assets

 

.68

.68

.68

.68

.68

Ratio of net investment income to average net assets

 

1.30

1.22

1.02

1.13

1.67

Portfolio Turnover Rate

 

90.65

106.44

115.23

108.10

103.12

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

 

4,673,940

1,856,784

757,567

476,540

342,508

a Based on average shares outstanding.

b Amount represents less than $.01 per share.

See notes to financial statements.

12

          
    
 

Year Ended August 31,

Class Y Shares

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

41.49

39.63

48.05

33.41

34.74

Investment Operations:

      

Net investment incomea

 

.57

.50

.45

.49

.57

Net realized and unrealized gain (loss) on investments

 

7.94

5.01

.85

15.25

(.56)

Total from Investment Operations

 

8.51

5.51

1.30

15.74

.01

Distributions:

      

Dividends from net investment income

 

(.44)

(.39)

(.59)

(.32)

(.67)

Dividends from net realized gain on investments

 

(1.77)

(3.26)

(9.13)

(.78)

(.67)

Total Distributions

 

(2.21)

(3.65)

(9.72)

(1.10)

(1.34)

Net asset value, end of period

 

47.79

41.49

39.63

48.05

33.41

Total Return (%)

 

21.67

14.60

2.64

48.06

(.27)

Ratios/Supplemental Data (%):

      

Ratio of total expenses to average net assets

 

.64

.64

.63

.64

.65

Ratio of net expenses to average net assets

 

.63

.63

.63

.64

.65

Ratio of net investment income to average net assets

 

1.34

1.26

1.04

1.18

1.70

Portfolio Turnover Rate

 

90.65

106.44

115.23

108.10

103.12

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

 

441,123

277,499

240,726

338,408

204,901

a Based on average shares outstanding.

See notes to financial statements.

13

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Dynamic Value Fund (the “fund”) is a separate diversified series of BNY Mellon Advantage 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 seven series, including the fund. The fund’s investment objective is to seek capital appreciation. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY”), serves as the fund’s investment adviser. Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”), an indirect wholly-owned subsidiary of BNY and an affiliate of the Adviser, serves as the fund’s sub-adviser. NIMNA has entered into a sub-sub-investment advisory agreement with its affiliate, Newton Investment Management Limited (“NIM”), which enables NIM to provide certain advisory services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services. NIM is subject to the supervision of NIMNA and the Adviser. NIM is also an affiliate of the Adviser. NIM, located at 160 Queen Victoria Street, London, EC4V, 4LA, England, was formed in 1978. NIM is an indirect subsidiary of BNY.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. The fund is authorized to issue 800 million shares of $.001 par value Common Stock. The fund currently has authorized four classes of shares: Class A (300 million shares authorized), Class C (100 million shares authorized), Class I (250 million shares authorized), and Class Y (150 million shares authorized). Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including BNY and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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 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.

14

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

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

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

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

The Company’s Board of Directors (the “Board”) has designated the Adviser as the fund’s valuation designee to make all fair value determinations with respect to the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.

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

Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.

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

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the 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.

The following is a summary of the inputs used as of August 31, 2024 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

6,389,011,880

-

 

-

6,389,011,880

 

Investment Companies

38,657,878

-

 

-

38,657,878

 

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

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

15

NOTES TO FINANCIAL STATEMENTS (continued)

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 August 31, 2024, if any, are disclosed in the fund’s Statement of Assets and Liabilities.

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

Pursuant to a securities lending agreement with BNY, 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. Any non-cash collateral received cannot be sold or re-pledged by the fund, except in the event of borrower default. The securities on loan, if any, are also disclosed in the fund’s Statement of Investments. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, BNY 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 August 31, 2024, BNY earned $4,061 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

For financial reporting purposes, the fund elects not to offset assets and liabilities subject to a securities lending agreement, if any, in the Statement of Assets and Liabilities. Therefore, all qualifying transactions are presented on a gross basis in the Statement of Assets and Liabilities. As of August 31, 2024, the fund had securities lending and the impact of netting of assets and liabilities and the offsetting of collateral pledged or received, if any, based on contractual netting/set-off provisions in the securities lending agreement are detailed in the following table:

       

 

 

 

Assets ($)

  

Liabilities ($)

 

Securities Lending

 

20,486,193

 

-

 

Total gross amount of assets and
liabilities in the Statement
of Assets and Liabilities

 

20,486,193

 

-

 

Collateral (received)/posted not offset
in the Statement of
Assets and Liabilities

 

(20,486,193)

1 

-

 

Net amount

 

-

 

-

 

1

The value of the related collateral received by the fund normally exceeded the value of the securities loaned by the fund pursuant to the securities lending agreement. In addition, the value of collateral may include pending sales that are also on loan. See Statement of Investments for detailed information regarding collateral received for open securities lending.

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

(e) Market Risk: The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed-income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide.

16

Foreign Investment Risk: To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social and economic factors affecting investments in foreign issuers. Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards.

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

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

As of and during the period ended August 31, 2024, 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 August 31, 2024, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended August 31, 2024 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At August 31, 2024, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $58,694,020, undistributed capital gains $254,338,876 and unrealized appreciation $964,649,523.

The tax character of distributions paid to shareholders during the fiscal years ended August 31, 2024 and August 31, 2023 were as follows: ordinary income $35,499,698 and $41,551,859, and long-term capital gains $161,009,776 and $157,301,140, respectively.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $738 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY (the “BNY Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $618 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $120 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. Prior to September 27, 2023, the Citibank Credit Facility was $823.5 million with Tranche A available in an amount equal to $688.5 million and Tranche B available in an amount equal to $135 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNY Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended August 31, 2024, the fund did not borrow under either Facility.

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

(a) Pursuant to a management agreement with the Adviser the management fee is computed at the annual rate of .60% of the value of the fund’s average daily net assets and is payable monthly. The Adviser has contractually agreed, from September 1, 2023 through December 29, 2024, to waive receipt of its fees and/or assume the direct expenses of the fund so that the direct expenses of none of the fund’s share classes (excluding Rule 12b-1 Distribution plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed .68% of the value of the fund’s average daily net assets. On or after December 29, 2024, the Adviser may terminate this expense limitation agreement at any time. The reduction in expenses, pursuant to the undertaking amounted to $1,524,814 during the period ended August 31, 2024.

Pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .288% of the value of the fund’s average daily net assets.

During the period ended August 31, 2024, the Distributor retained $86,953 from commissions earned on sales of the fund’s Class A shares, $1,003 and $12,637 from CDSC fees on redemptions of the fund’s Class A and Class C shares, respectively.

17

NOTES TO FINANCIAL STATEMENTS (continued)

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended August 31, 2024, Class C shares were charged $344,105 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended August 31, 2024, Class A and Class C shares were charged $2,790,188 and $114,702, respectively, pursuant to the Shareholder Services Plan.

The fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY and an affiliate of the Adviser, whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement of Operations.

The fund has an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY and an affiliate of the Adviser, whereby the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.

The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services for the fund. The majority of Transfer Agent fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended August 31, 2024, the fund was charged $164,152 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $80,252.

The fund compensates the Custodian, under a custody agreement, for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended August 31, 2024, the fund was charged $114,608 pursuant to the custody agreement.

During the period ended August 31, 2024, the fund was charged $23,792 for services performed by the fund’s Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: Management fee of $3,123,574, Distribution Plan fees of $39,913, Shareholder Services Plan fees of $270,799, Custodian fees of $42,789, Chief Compliance Officer fees of $3,298 and Transfer Agent fees of $43,132, which are offset against an expense reimbursement currently in effect in the amount of $140,076.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended August 31, 2024, amounted to $6,557,852,876 and $4,256,717,820, respectively.

At August 31, 2024, the cost of investments for federal income tax purposes was $5,463,025,347; accordingly, accumulated net unrealized appreciation on investments was $964,644,411, consisting of $1,034,829,998 gross unrealized appreciation and $70,185,587 gross unrealized depreciation.

18

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon Dynamic Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Dynamic Value Fund (the “Fund”) (one of the funds constituting BNY Mellon Advantage Funds, Inc. (the “Company”)), including the statement of investments, as of August 31, 2024, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Advantage Funds, Inc.) at August 31, 2024, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2024, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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

New York, New York
October 23, 2024

19

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby reports 100% of the ordinary dividends paid during the fiscal year ended August 31, 2024 as qualifying for the corporate dividends received deduction. Also certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $35,499,698 represents the maximum amount that may be considered qualified dividend income. The fund also hereby reports $1.7741 per share as a long-term capital gain distribution paid on December 6, 2023. Shareholders will receive notification in early 2025 of the percentage applicable to the preparation of their 2024 income tax returns.

20

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment

Companies. (Unaudited)

N/A

21

Item 9. Proxy Disclosures for Open-End Management Investment Companies. (Unaudited)

N/A

22

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies. (Unaudited)

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. Directors fees paid by the fund are within Item 7. Statement of Operations as Directors’ fees and expenses.

23

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract. (Unaudited)

At a meeting of the fund’s Board of Directors (the “Board”) held on March 5-6, 2024, 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 Sub-Investment Advisory Agreement, pursuant to which Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”) provides day-to-day management of the fund’s investments, and the Sub-Sub-Investment Advisory Agreement (collectively with the Management Agreement and Sub-Investment Advisory Agreement, the “Agreements”) between NIMNA and Newton Investment Management Limited (“NIM”), pursuant to which NIMNA may use the investment advisory personnel, resources and capabilities available at its sister company, NIM, in providing the day-to-day management of the fund’s investments. The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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, as well as the Adviser’s supervisory activities over the Sub-Adviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper (“Lipper”), which included information comparing (1) the performance of the fund’s Class I shares with the performance of a group of institutional multi-cap value 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 multi-cap value funds (the “Performance Universe”), all for various periods ended December 31, 2023, 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 funds consisting of all institutional multi-cap value funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board also considered the fund’s performance in light of overall financial market conditions. The Board discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was above the Performance Group and Performance Universe medians for all periods and ranked first in the Performance Group for the two-, three-, four-, five and ten-year periods. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index, and it was noted that the fund’s returns were above the returns of the index in eight of the ten calendar years shown. The Board noted that the fund had a five star rating for each of the three- and five-year periods and a five 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 and the sub-advisory services provided

24

by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year, which included reductions for a fee waiver and expense reimbursement arrangement in place that reduced the management fee paid to the Adviser. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

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

Representatives of the Adviser stated that the Adviser has contractually agreed, until December 29, 2024 to waive receipt of its fees and/or assume the direct expenses of the fund so that the direct expenses of none of the fund’s share classes (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed .68% of the fund’s average daily net assets.

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

The Board considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its fee from the fund, and not the fund.

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

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

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

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

25

 

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

· The Board concluded that the fees paid to the Adviser and the Sub-Adviser continued to be appropriate under the circumstances and in light of the factors 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 Management Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

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

26

 

  

© 2024 BNY Mellon Securities Corporation

Code-0257NCSRAR0824

 

 

BNY Mellon Opportunistic Midcap Value Fund

 

ANNUAL FINANCIALS AND OTHER INFORMATION

August 31, 2024

 

  

Class

Ticker

A

DMCVX

C

DVLCX

I

DVLIX

Y

DMCYX

  

 

IMPORTANT NOTICE – CHANGES TO ANNUAL AND SEMI-ANNUAL REPORTS

The Securities and Exchange Commission (the “SEC”) has adopted rule and form amendments which have resulted in changes to the design and delivery of annual and semi-annual fund reports (“Reports”). Reports are now streamlined to highlight key information.  Certain information previously included in Reports, including financial statements, no longer appear in the Reports but will be available online within the Semi-Annual and Annual Financials and Other Information, delivered free of charge to shareholders upon request, and filed with the SEC.

 

Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.bny.com/investments 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

T H E F U N D

Please note the Annual Financials and Other Information only contains Items 7-11 required in
Form N-CSR. All other required items will be filed with the SEC.

  

Item 7. Financial Statements and Financial Highlights for Open-End Management
Investment Companies

3

Statement of Investments

3

Statement of Assets and Liabilities

7

Statement of Operations

8

Statement of Changes in Net Assets

9

Financial Highlights

11

Notes to Financial Statements

15

Report of Independent Registered
Public Accounting Firm

21

Important Tax Information

22

Item 8. Changes in and Disagreements with Accountants for
Open-End Management Investment Companies

23

Item 9. Proxy Disclosures for Open-End Management Investment Companies

24

Item 10. Remuneration Paid to Directors, Officers, and Others of
Open-End Management Investment Companies

25

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract

26

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

BNY Mellon Opportunistic Midcap Value Fund

Statement of Investments

August 31, 2024

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.3% 

     

Automobiles & Components - .7% 

     

Mobileye Global, Inc., Cl. A 

   

187,434

a,b 

2,676,558

 

Banks - 3.4% 

     

First Horizon Corp. 

   

382,080

 

6,338,707

 

Popular, Inc. 

   

72,846

 

7,466,715

 
    

13,805,422

 

Capital Goods - 10.0% 

     

AECOM 

   

52,495

 

5,256,849

 

Ferguson Enterprises, Inc. 

   

21,357

 

4,393,348

 

GE Vernova, Inc. 

   

28,738

b 

5,776,338

 

Hubbell, Inc. 

   

5,287

 

2,114,377

 

Huntington Ingalls Industries, Inc. 

   

25,337

 

7,164,544

 

Johnson Controls International PLC 

   

120,901

 

8,807,638

 

Quanta Services, Inc. 

   

26,590

a 

7,315,707

 
    

40,828,801

 

Commercial & Professional Services - 6.8% 

     

CACI International, Inc., Cl. A 

   

12,833

b 

6,264,044

 

Equifax, Inc. 

   

23,028

 

7,072,590

 

Rentokil Initial PLC, ADR 

   

266,086

a 

8,575,952

 

Waste Connections, Inc. 

   

32,642

a 

6,087,733

 
    

28,000,319

 

Consumer Discretionary Distribution & Retail - 3.7% 

     

Burlington Stores, Inc. 

   

38,450

b 

10,313,828

 

Pool Corp. 

   

13,555

a 

4,766,209

 
    

15,080,037

 

Consumer Durables & Apparel - 3.1% 

     

Hasbro, Inc. 

   

87,088

 

5,935,918

 

Skechers USA, Inc., Cl. A 

   

100,663

b 

6,893,402

 
    

12,829,320

 

Consumer Services - 5.3% 

     

ADT, Inc. 

   

561,666

 

4,094,545

 

Aramark 

   

297,249

 

10,888,231

 

Expedia Group, Inc. 

   

47,193

b 

6,564,074

 
    

21,546,850

 

Consumer Staples Distribution & Retail - .8% 

     

Dollar Tree, Inc. 

   

38,362

b 

3,241,205

 

Energy - 5.0% 

     

Antero Resources Corp. 

   

161,124

b 

4,348,736

 

Diamondback Energy, Inc. 

   

15,902

 

3,102,639

 

NOV, Inc. 

   

359,180

 

6,382,629

 

Valero Energy Corp. 

   

44,196

 

6,484,879

 
    

20,318,883

 

Equity Real Estate Investment Trusts - 2.8% 

     

Digital Realty Trust, Inc. 

   

56,267

c 

8,530,640

 

Weyerhaeuser Co. 

   

102,660

c 

3,130,103

 
    

11,660,743

 

Financial Services - 6.3% 

     

Fidelity National Information Services, Inc. 

   

90,044

 

7,424,128

 

3

Statement of Investments (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.3% (continued)

     

Financial Services - 6.3%  (continued)

     

Global Payments, Inc. 

   

54,213

 

6,018,185

 

LPL Financial Holdings, Inc. 

   

22,014

 

4,938,621

 

Voya Financial, Inc. 

   

106,504

 

7,543,678

 
    

25,924,612

 

Food, Beverage & Tobacco - 4.9% 

     

Conagra Brands, Inc. 

   

139,629

 

4,356,425

 

Darling Ingredients, Inc. 

   

120,508

b 

5,028,799

 

Molson Coors Beverage Co., Cl. B 

   

87,248

 

4,708,775

 

Tyson Foods, Inc., Cl. A 

   

95,852

 

6,164,242

 
    

20,258,241

 

Health Care Equipment & Services - 6.4% 

     

Baxter International, Inc. 

   

191,655

 

7,271,391

 

Centene Corp. 

   

77,122

b 

6,079,527

 

Encompass Health Corp. 

   

81,469

 

7,580,690

 

Labcorp Holdings, Inc. 

   

23,577

 

5,420,117

 
    

26,351,725

 

Household & Personal Products - .9% 

     

Kenvue, Inc. 

   

161,262

 

3,539,701

 

Insurance - 7.0% 

     

Arch Capital Group Ltd. 

   

67,792

b 

7,666,597

 

Assurant, Inc. 

   

31,982

 

6,279,666

 

Reinsurance Group of America, Inc. 

   

31,294

 

6,908,463

 

RenaissanceRe Holdings Ltd. 

   

30,584

 

7,792,497

 
    

28,647,223

 

Materials - 6.8% 

     

CRH PLC 

   

67,203

 

6,100,016

 

Freeport-McMoRan, Inc. 

   

111,987

 

4,958,784

 

International Paper Co. 

   

131,170

 

6,351,251

 

Newmont Corp. 

   

198,558

 

10,601,012

 
    

28,011,063

 

Media & Entertainment - 2.3% 

     

Pinterest, Inc., Cl. A 

   

205,098

b 

6,571,340

 

Reddit, Inc., Cl. A 

   

50,084

b 

3,006,543

 
    

9,577,883

 

Pharmaceuticals, Biotechnology & Life Sciences - 3.5% 

     

BioMarin Pharmaceutical, Inc. 

   

49,563

b 

4,520,641

 

Charles River Laboratories International, Inc. 

   

25,664

b 

5,075,056

 

Sarepta Therapeutics, Inc. 

   

34,503

b 

4,684,817

 
    

14,280,514

 

Real Estate Management & Development - 1.8% 

     

CoStar Group, Inc. 

   

62,414

b 

4,824,602

 

Zillow Group, Inc., Cl. C 

   

46,715

b 

2,583,340

 
    

7,407,942

 

Semiconductors & Semiconductor Equipment - 2.5% 

     

MKS Instruments, Inc. 

   

54,063

 

6,445,932

 

Rambus, Inc. 

   

86,588

b 

3,872,215

 
    

10,318,147

 

Software & Services - 4.1% 

     

Akamai Technologies, Inc. 

   

30,747

b 

3,131,275

 

Cognizant Technology Solutions Corp., Cl. A 

   

60,273

 

4,687,431

 

Dolby Laboratories, Inc., Cl. A 

   

81,109

 

5,787,938

 

4

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.3% (continued)

     

Software & Services - 4.1%  (continued)

     

Twilio, Inc., Cl. A 

   

47,484

b 

2,980,096

 
    

16,586,740

 

Transportation - 4.2% 

     

Knight-Swift Transportation Holdings, Inc. 

   

105,637

 

5,533,266

 

Lyft, Inc., Cl. A 

   

430,691

b 

5,026,164

 

Norfolk Southern Corp. 

   

26,673

 

6,832,556

 
    

17,391,986

 

Utilities - 5.0% 

     

Constellation Energy Corp. 

   

47,346

 

9,312,958

 

Dominion Energy, Inc. 

   

161,463

 

9,025,782

 

Exelon Corp. 

   

50,555

 

1,925,640

 
    

20,264,380

 

Total Common Stocks (cost $317,723,976)

   

398,548,295

 
        

Private Equity - .7% 

     

Software & Services - .7% 

     

Databricks, Inc., Ser. H 

   

32,643

b,d 

2,821,661

 

Databricks, Inc., Ser. I 

   

2,689

b,d 

232,437

 

Total Private Equity (cost $2,596,384)

   

3,054,098

 
  

1-Day
Yield (%)

     

Investment Companies - 1.9% 

     

Registered Investment Companies - 1.9% 

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares 
(cost $7,718,784)

 

5.40

 

7,718,784

e 

7,718,784

 
        

Investment of Cash Collateral for Securities Loaned - 2.0% 

     

Registered Investment Companies - 2.0% 

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares 
(cost $8,306,925)

 

5.40

 

8,306,925

e 

8,306,925

 

Total Investments (cost $336,346,069)

 

101.9%

 

417,628,102

 

Liabilities, Less Cash and Receivables

 

(1.9%)

 

(7,972,350)

 

Net Assets

 

100.0%

 

409,655,752

 

ADR—American Depositary Receipt

a Security, or portion thereof, on loan. At August 31, 2024, the value of the fund’s securities on loan was $13,632,483 and the value of the collateral was $13,885,758, consisting of cash collateral of $8,306,925 and U.S. Government & Agency securities valued at $5,578,833. In addition, the value of collateral may include pending sales that are also on loan.

b Non-income producing security.

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

d The fund held Level 3 securities at August 31, 2024. These securities were valued at $3,054,098 or .7% of net assets.

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.

See notes to financial statements.

5

Statement of Investments (continued)

       

Affiliated Issuers

   

Description

Value ($)
8/31/2023

Purchases ($)†

Sales ($)

Value ($)
8/31/2024

Dividends/
Distributions ($)

 

Registered Investment Companies - 1.9%

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 1.9%

7,196,897

107,787,918

(107,266,031)

7,718,784

348,231

 

Investment of Cash Collateral for Securities Loaned - 2.0%

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 2.0%

2,741,239

116,109,147

(110,543,461)

8,306,925

44,268

†† 

Total - 3.9%

9,938,136

223,897,065

(217,809,492)

16,025,709

392,499

 

† Includes reinvested dividends/distributions.

†† 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.

6

STATEMENT OF ASSETS AND LIABILITIES

August 31, 2024

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $13,632,483)—Note 1(c):

 

 

 

Unaffiliated issuers

320,320,360

 

401,602,393

 

Affiliated issuers

 

16,025,709

 

16,025,709

 

Dividends and securities lending income receivable

 

739,042

 

Receivable for shares of Common Stock subscribed

 

143,407

 

Tax reclaim receivable—Note 1(b)

 

38,132

 

Prepaid expenses

 

 

 

 

63,574

 

 

 

 

 

 

418,612,257

 

Liabilities ($):

 

 

 

 

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

 

335,231

 

Liability for securities on loan—Note 1(c)

 

8,306,925

 

Payable for shares of Common Stock redeemed

 

184,241

 

Directors’ fees and expenses payable

 

7,757

 

Other accrued expenses

 

 

 

 

122,351

 

 

 

 

 

 

8,956,505

 

Net Assets ($)

 

 

409,655,752

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

291,669,217

 

Total distributable earnings (loss)

 

 

 

 

117,986,535

 

Net Assets ($)

 

 

409,655,752

 

      

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

292,432,372

3,778,421

110,340,218

3,104,741

 

Shares Outstanding

8,778,233

149,705

3,330,464

93,611

 

Net Asset Value Per Share ($)

33.31

25.24

33.13

33.17

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

7

STATEMENT OF OPERATIONS

Year Ended August 31, 2024

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $31,120 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

5,652,742

 

Affiliated issuers

 

 

348,231

 

Income from securities lending—Note 1(c)

 

 

44,268

 

Total Income

 

 

6,045,241

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

2,963,765

 

Shareholder servicing costs—Note 3(c)

 

 

1,094,671

 

Professional fees

 

 

100,740

 

Registration fees

 

 

70,833

 

Prospectus and shareholders’ reports

 

 

43,188

 

Directors’ fees and expenses—Note 3(d)

 

 

37,572

 

Distribution fees—Note 3(b)

 

 

32,142

 

Chief Compliance Officer fees—Note 3(c)

 

 

21,529

 

Custodian fees—Note 3(c)

 

 

11,304

 

Loan commitment fees—Note 2

 

 

9,334

 

Miscellaneous

 

 

38,931

 

Total Expenses

 

 

4,424,009

 

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

 

 

(30,413)

 

Net Expenses

 

 

4,393,596

 

Net Investment Income

 

 

1,651,645

 

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

 

 

Net realized gain (loss) on investments

43,583,430

 

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

16,895,159

 

Net Realized and Unrealized Gain (Loss) on Investments

60,478,589

 

Net Increase in Net Assets Resulting from Operations

62,130,234

 

 

 

 

 

 

 

 

See notes to financial statements.

     

8

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended August 31,

 

 

 

 

2024

 

2023

 

Operations ($):

 

 

 

 

 

 

 

 

Net investment income

 

 

1,651,645

 

 

 

2,692,734

 

Net realized gain (loss) on investments

 

43,583,430

 

 

 

10,169,450

 

Net change in unrealized appreciation
(depreciation) on investments

 

16,895,159

 

 

 

12,009,527

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

62,130,234

 

 

 

24,871,711

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Class A

 

 

(10,956,006)

 

 

 

(18,374,302)

 

Class C

 

 

(194,284)

 

 

 

(544,018)

 

Class I

 

 

(4,221,736)

 

 

 

(7,575,781)

 

Class Y

 

 

(143,598)

 

 

 

(125,326)

 

Total Distributions

 

 

(15,515,624)

 

 

 

(26,619,427)

 

Capital Stock Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

8,276,677

 

 

 

11,085,467

 

Class C

 

 

85,011

 

 

 

276,690

 

Class I

 

 

10,142,296

 

 

 

15,105,410

 

Class Y

 

 

1,966,813

 

 

 

835,567

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

10,346,506

 

 

 

17,446,253

 

Class C

 

 

191,640

 

 

 

533,414

 

Class I

 

 

4,026,401

 

 

 

7,210,248

 

Class Y

 

 

72,877

 

 

 

67,690

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(42,574,320)

 

 

 

(38,336,640)

 

Class C

 

 

(1,952,446)

 

 

 

(3,615,008)

 

Class I

 

 

(20,950,255)

 

 

 

(35,974,627)

 

Class Y

 

 

(1,512,502)

 

 

 

(553,514)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

(31,881,302)

 

 

 

(25,919,050)

 

Total Increase (Decrease) in Net Assets

14,733,308

 

 

 

(27,666,766)

 

Net Assets ($):

 

Beginning of Period

 

 

394,922,444

 

 

 

422,589,210

 

End of Period

 

 

409,655,752

 

 

 

394,922,444

 

9

STATEMENT OF CHANGES IN NET ASSETS (continued)

          

 

 

 

 

Year Ended August 31,

 

 

 

 

2024

 

2023

 

Capital Share Transactions (Shares):

 

Class Aa,b

 

 

 

 

 

 

 

 

Shares sold

 

 

271,547

 

 

 

388,457

 

Shares issued for distributions reinvested

 

 

357,145

 

 

 

621,084

 

Shares redeemed

 

 

(1,388,194)

 

 

 

(1,342,544)

 

Net Increase (Decrease) in Shares Outstanding

(759,502)

 

 

 

(333,003)

 

Class Ca

 

 

 

 

 

 

 

 

Shares sold

 

 

3,604

 

 

 

12,726

 

Shares issued for distributions reinvested

 

 

8,683

 

 

 

24,615

 

Shares redeemed

 

 

(83,832)

 

 

 

(162,950)

 

Net Increase (Decrease) in Shares Outstanding

(71,545)

 

 

 

(125,609)

 

Class Ib

 

 

 

 

 

 

 

 

Shares sold

 

 

329,501

 

 

 

533,703

 

Shares issued for distributions reinvested

 

 

139,951

 

 

 

258,339

 

Shares redeemed

 

 

(690,044)

 

 

 

(1,269,791)

 

Net Increase (Decrease) in Shares Outstanding

(220,592)

 

 

 

(477,749)

 

Class Y

 

 

 

 

 

 

 

 

Shares sold

 

 

66,501

 

 

 

29,768

 

Shares issued for distributions reinvested

 

 

2,533

 

 

 

2,425

 

Shares redeemed

 

 

(48,346)

 

 

 

(19,369)

 

Net Increase (Decrease) in Shares Outstanding

20,688

 

 

 

12,824

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended August 31, 2024, 480 Class C shares representing $10,892 were automatically converted to 368 Class A shares and during the period ended August 31, 2023, 26 Class C shares representing $561 were automatically converted to 20 Class A shares.

 

b

During the period ended August 31, 2023, 198 Class I shares representing $5,577 were exchanged for 197 Class A shares.

 

See notes to financial statements.

        

10

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.

        
  
  
 

Year Ended August 31,

Class A Shares

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value,
beginning of period

 

29.67

29.73

35.79

26.76

24.10

Investment Operations:

      

Net investment incomea

 

.11

.18

.08

.01

.03

Net realized and unrealized gain
(loss) on investments

 

4.71

1.66

(2.00)

9.05

2.70

Total from Investment Operations

 

4.82

1.84

(1.92)

9.06

2.73

Distributions:

      

Dividends from net investment income

 

(.19)

(.08)

(.01)

(.03)

(.07)

Dividends from net realized gain
on investments

 

(.99)

(1.82)

(4.13)

-

-

Total Distributions

 

(1.18)

(1.90)

(4.14)

(.03)

(.07)

Net asset value, end of period

 

33.31

29.67

29.73

35.79

26.76

Total Return (%)b

 

16.86

6.56

(6.05)

33.88

11.34

Ratios/Supplemental Data (%):

      

Ratio of total expenses to
average net assets

 

1.17

1.16

1.14

1.14

1.18

Ratio of net expenses to
average net assets

 

1.16

1.13

1.12

1.14

1.18

Ratio of net investment income
to average net assets

 

.37

.62

.25

.04

.13

Portfolio Turnover Rate

 

58.67

32.73

28.31

63.23

91.55

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

 

292,432

282,947

293,476

347,690

288,719

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

11

FINANCIAL HIGHLIGHTS (continued)

         
  
  
 

Year Ended August 31,

Class C Shares

 

2024

2023

2022

2021

2020

Per Share Data ($):

       

Net asset value, beginning of period

  

22.75

23.34

29.19

21.97

19.89

Investment Operations:

       

Net investment (loss)a

  

(.10)

(.03)

(.14)

(.20)

(.13)

Net realized and unrealized gain
(loss) on investments

  

3.58

1.26

(1.58)

7.42

2.21

Total from Investment Operations

  

3.48

1.23

(1.72)

7.22

2.08

Distributions:

       

Dividends from net investment income

  

-

-

-

-

(.00)b

Dividends from net realized gain
on investments

  

(.99)

(1.82)

(4.13)

-

-

Total Distributions

  

(.99)

(1.82)

(4.13)

-

(.00)b

Net asset value, end of period

  

25.24

22.75

23.34

29.19

21.97

Total Return (%)c

  

15.92

5.67

(6.79)

32.86

10.46

Ratios/Supplemental Data (%):

       

Ratio of total expenses to
average net assets

  

1.98

1.97

1.94

1.94

1.97

Ratio of net expenses to
average net assets

  

1.97

1.94

1.92

1.94

1.97

Ratio of net investment (loss)
to average net assets

  

(.44)

(.16)

(.54)

(.75)

(.64)

Portfolio Turnover Rate

  

58.67

32.73

28.31

63.23

91.55

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

  

3,778

5,033

8,094

15,035

18,431

a Based on average shares outstanding.

b Amount represents less than $.01 per share.

c Exclusive of sales charge.

See notes to financial statements.

12

        
  
  
 

Year Ended August 31,

Class I Shares

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

29.51

29.60

35.65

26.65

24.00

Investment Operations:

      

Net investment incomea

 

.17

.24

.15

.08

.09

Net realized and unrealized gain
(loss) on investments

 

4.69

1.64

(1.99)

9.01

2.68

Total from Investment Operations

 

4.86

1.88

(1.84)

9.09

2.77

Distributions:

      

Dividends from net investment income

 

(.25)

(.15)

(.08)

(.09)

(.12)

Dividends from net realized gain
on investments

 

(.99)

(1.82)

(4.13)

-

-

Total Distributions

 

(1.24)

(1.97)

(4.21)

(.09)

(.12)

Net asset value, end of period

 

33.13

29.51

29.60

35.65

26.65

Total Return (%)

 

17.11

6.73

(5.84)

34.17

11.55

Ratios/Supplemental Data (%):

      

Ratio of total expenses to
average net assets

 

.97

.97

.94

.94

.96

Ratio of net expenses to
average net assets

 

.96

.94

.92

.94

.96

Ratio of net investment income
to average net assets

 

.57

.83

.45

.24

.35

Portfolio Turnover Rate

 

58.67

32.73

28.31

63.23

91.55

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

 

110,340

104,788

119,238

146,592

121,710

a Based on average shares outstanding.

See notes to financial statements.

13

FINANCIAL HIGHLIGHTS (continued)

        
  
  
 

Year Ended August 31,

Class Y Shares

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

29.55

29.63

35.70

26.69

24.05

Investment Operations:

      

Net investment incomea

 

.21

.26

.21

.12

.12

Net realized and unrealized gain
(loss) on investments

 

4.69

1.66

(2.03)

9.02

2.69

Total from Investment Operations

 

4.90

1.92

(1.82)

9.14

2.81

Distributions:

      

Dividends from net investment income

 

(.29)

(.18)

(.12)

(.13)

(.17)

Dividends from net realized gain
on investments

 

(.99)

(1.82)

(4.13)

-

-

Total Distributions

 

(1.28)

(2.00)

(4.25)

(.13)

(.17)

Net asset value, end of period

 

33.17

29.55

29.63

35.70

26.69

Total Return (%)

 

17.20

6.89

(5.78)

34.33

11.71

Ratios/Supplemental Data (%):

      

Ratio of total expenses to
average net assets

 

.86

.86

.83

.83

.84

Ratio of net expenses to
average net assets

 

.85

.83

.81

.83

.84

Ratio of net investment income
to average net assets

 

.68

.92

.65

.36

.47

Portfolio Turnover Rate

 

58.67

32.73

28.31

63.23

91.55

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

 

3,105

2,155

1,781

5,634

5,215

a Based on average shares outstanding.

See notes to financial statements.

14

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Opportunistic Midcap Value Fund (the “fund”) is a separate diversified series of BNY Mellon Advantage 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 seven series, including the fund. The fund’s investment objective is to seek to surpass the performance of the Russell Midcap® Value Index. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY”), serves as the fund’s investment adviser. Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”), an indirect wholly-owned subsidiary of BNY and an affilate of the Adviser, serves as the fund’s sub-adviser. NIMNA has entered into a sub-sub-investment advisory agreement with its affiliate, Newton Investment Management Limited (“NIM”), which enables NIM to provide certain advisory services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services. NIM is subject to the supervision of NIMNA and the Adviser. NIM is also an affiliate of the Adviser. NIM, located at 160 Queen Victoria Street, London, EC4V, 4LA, England, was formed in 1978. NIM is an indirect subsidiary of BNY.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. The fund is authorized to issue 800 million shares of $.001 par value Common Stock. The fund currently has authorized four classes of shares: Class A (350 million shares authorized), Class C (125 million shares authorized), Class I (175 million shares authorized) and Class Y (150 million shares authorized). Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including BNY and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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 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.

15

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

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

The Company’s Board of Directors (the “Board”) has designated the Adviser as the fund’s valuation designee to make all fair value determinations with respect to the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.

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

Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.

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

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, 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.

Investment in private equity securities will be fair valued by the Board in accordance with valuation procedures approved by the Board. Those portfolio valuations will be based on unobservable inputs and certain assumptions about how market participants would price the instrument. The fund expects that inputs into the determination of fair value of those investments will require significant management judgment or estimation. Because valuations may fluctuate over short periods of time and may be based on estimates, fair value determinations may differ materially from the value received in an actual transaction. Additionally, valuations of private companies are inherently uncertain. The fund’s net asset value could be adversely affected if the fund’s determinations regarding the fair value of those investments were materially higher or lower than the values that it ultimately realized upon the disposal of such investments. These securities are categorized within Level 3 of the fair value hierarchy.

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

The following is a summary of the inputs used as of August 31, 2024 in valuing the fund’s investments:

16

       
 

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

398,548,295

-

 

-

398,548,295

 

Equity Securities - Private Equity

-

-

 

3,054,098

3,054,098

 

Investment Companies

16,025,709

-

 

-

16,025,709

 

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

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

  
 

Equity Securities-Private Equity ($)

Balance as of 8/31/2023†

2,171,086

Purchases/Issuances

197,642

Sales/Dispositions

-

Net realized gain (loss)

-

Change in unrealized appreciation (depreciation)

685,370

Transfers into Level 3

-

Transfer out of Level 3

-

Balances as of 8/31/2024†

3,054,098

The amount of total net realized gains (loss) for the period included in earnings attributable to the net change in unrealized appreciation (depreciation) relating to investments still held at 8/31/2024

685,370

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

The following table summarizes the significant unobservable inputs the fund used to value its investment categorized within Level 3 as of August 31, 2024. In addition to the techniques and inputs noted in the table below, according to the fund’s valuation policy, other valuation techniques and methodologies when determining the fund’s fair value measurements may be used. The below table is not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they are to the fund’s determination of fair values.

       

Asset

Category-

Issuer Name

Value ($)

Valuation
Techniques/
Methodologies

Unobservable
Inputs

Range

Median

Low

High

Private Equity:

     

Databricks,
Ser. H

2,821,661

Public

Comparables/

Enterprise Value

Enterprise Value

as Multiple

of Revenue

6.9x

12.5x

7.9x

Databricks,
Ser. I

232,437

Public

Comparables/

Enterprise Value

Enterprise Value

as Multiple

of Revenue

6.9x

12.5x

7.9x

(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.

17

NOTES TO FINANCIAL STATEMENTS (continued)

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 August 31, 2024, if any, are disclosed in the fund’s Statement of Assets and Liabilities.

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

Pursuant to a securities lending agreement with BNY, 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. Any non-cash collateral received cannot be sold or re-pledged by the fund, except in the event of borrower default. The securities on loan, if any, are also disclosed in the fund’s Statement of Investments. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, BNY 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 August 31, 2024, BNY earned $6,035 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

For financial reporting purposes, the fund elects not to offset assets and liabilities subject to a securities lending agreement, if any, in the Statement of Assets and Liabilities. Therefore, all qualifying transactions are presented on a gross basis in the Statement of Assets and Liabilities. As of August 31, 2024, the fund had securities lending and the impact of netting of assets and liabilities and the offsetting of collateral pledged or received, if any, based on contractual netting/set-off provisions in the securities lending agreement are detailed in the following table:

       

 

 

 

Assets ($)

  

Liabilities ($)

 

Securities Lending

 

13,632,483

 

-

 

Total gross amount of assets and
liabilities in the Statement
of Assets and Liabilities

 

13,632,483

 

-

 

Collateral (received)/posted not offset
in the Statement of
Assets and Liabilities

 

(13,632,483)

1 

-

 

Net amount

 

-

 

-

 

1

The value of the related collateral received by the fund normally exceeded the value of the securities loaned by the fund pursuant to the securities lending agreement. In addition, the value of collateral may include pending sales that are also on loan. See Statement of Investments for detailed information regarding collateral received for open securities lending.

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

(e) Market Risk: The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed-income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide.

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

18

(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 August 31, 2024, 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 August 31, 2024, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended August 31, 2024 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At August 31, 2024, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $1,908,950, undistributed capital gains $36,038,104 and unrealized appreciation $80,039,481.

The tax character of distributions paid to shareholders during the fiscal years ended August 31, 2024 and August 31, 2023 were as follows: ordinary income $2,680,360 and $1,349,670 and long-term capital gains $12,835,264 and $25,269,757, respectively.

During the period ended August 31, 2024, as a result of permanent book to tax differences, primarily due to the tax treatment for treating a portion of the proceeds from redemptions as a distribution for tax purposes, the fund decreased total distributable earnings (loss) by $3,285,836 and increased paid-in capital by the same amount. Net assets and net asset value per share were not affected by this reclassification.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $738 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY (the “BNY Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $618 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $120 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. Prior to September 27, 2023, the Citibank Credit Facility was $823.5 million with Tranche A available in an amount equal to $688.5 million and Tranche B available in an amount equal to $135 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNY Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended August 31, 2024, the fund did not borrow under either Facility.

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

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

Pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .36% of the value of the fund’s average daily net assets.

During the period ended August 31, 2024, the Distributor retained $1,203 from commissions earned on sales of the fund’s Class A shares.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended August 31, 2024, Class C shares were charged $32,142 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended August 31, 2024, Class A and Class C shares were charged $708,084 and $10,714, respectively, pursuant to the Shareholder Services Plan.

19

NOTES TO FINANCIAL STATEMENTS (continued)

The fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY and an affiliate of the Adviser, whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement of Operations.

The fund has an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY and an affiliate of the Adviser, whereby the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.

The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services for the fund. The majority of Transfer Agent fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended August 31, 2024, the fund was charged $56,198 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $30,413.

The fund compensates the Custodian, under a custody agreement, for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended August 31, 2024, the fund was charged $11,304 pursuant to the custody agreement.

During the period ended August 31, 2024, the fund was charged $21,529 for services performed by the fund’s Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: Management fee of $251,947, Distribution Plan fees of $2,386, Shareholder Services Plan fees of $60,815, Custodian fees of $4,537, Chief Compliance Officer fees of $2,932 and Transfer Agent fees of $12,614.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended August 31, 2024, amounted to $229,010,688 and $274,715,561, respectively.

At August 31, 2024, the cost of investments for federal income tax purposes was $337,589,129; accordingly, accumulated net unrealized appreciation on investments was $80,038,973, consisting of $99,051,925 gross unrealized appreciation and $19,012,952 gross unrealized depreciation.

20

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon Opportunistic Midcap Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Opportunistic Midcap Value Fund (the “Fund”) (one of the funds constituting BNY Mellon Advantage Funds, Inc. (the “Company”)), including the statement of investments, as of August 31, 2024, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Advantage Funds, Inc.) at August 31, 2024, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2024, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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

New York, New York
October 23, 2024

21

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby reports 100% of the ordinary dividends paid during the fiscal year ended August 31, 2024 as qualifying for the corporate dividends received deduction. Also, certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $2,680,360 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2025 of the percentage applicable to the preparation of their 2024 income tax returns. The fund also hereby reports $.9896 per share as a long-term capital gain distribution paid on December 12, 2023.

22

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment

Companies. (Unaudited)

N/A

23

Item 9. Proxy Disclosures for Open-End Management Investment Companies. (Unaudited)

N/A

24

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies. (Unaudited)

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. Directors fees paid by the fund are within Item 7. Statement of Operations as Directors’ fees and expenses.

25

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract. (Unaudited)

At a meeting of the fund’s Board of Directors (the “Board”) held on March 5-6, 2024, 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 Sub-Investment Advisory Agreement, pursuant to which Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”) provides day-to-day management of the fund’s investments, and the Sub-Sub-Investment Advisory Agreement (collectively with the Management Agreement and Sub-Investment Advisory Agreement, the “Agreements”) between NIMNA and Newton Investment Management Limited (“NIM”), pursuant to which NIMNA may use the investment advisory personnel, resources and capabilities available at its sister company, NIM, in providing the day-to-day management of the fund’s investments. The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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, as well as the Adviser’s supervisory activities over the Sub-Adviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper (“Lipper”), which included information comparing (1) the performance of the fund’s Class I shares with the performance of a group of institutional mid-cap core 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 mid-cap core funds (the “Performance Universe”), all for various periods ended December 31, 2023, 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 funds consisting of all institutional mid-cap core funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board also considered the fund’s performance in light of overall financial market conditions. The Board discussed with representatives of the Adviser and the Sub-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, except for the one-, three- and ten-year periods when the fund’s total return performance was below the Performance Group median, and was above the Performance Universe median for all periods, except for the one-, three- and ten-year periods when the fund’s total return performance was below 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 rating for the five-year period from Morningstar based on Morningstar’s risk-adjusted return measures.

26

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

The Board considered that the fund’s contractual management fee was lower than the Expense Group median contractual management fee, the fund’s actual management fee was equal to the Expense Group median and higher than the Expense Universe median actual management fee, and the fund’s total expenses were 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 paid to the Adviser or the Sub-Adviser or its affiliates for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee. Representatives of the Adviser noted that there were no other funds advised by the Adviser that are in the same Lipper category as the fund.

The Board considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its fee from the fund, and not the fund.

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

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

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

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

27

 

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

· The Board concluded that the fees paid to the Adviser and the Sub-Adviser continued to be appropriate under the circumstances and in light of the factors 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 Management Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

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

28

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29

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30

 

  

© 2024 BNY Mellon Securities Corporation

Code-0258NCSRAR0824

 

 

BNY Mellon Opportunistic Small Cap Fund

 

ANNUAL FINANCIALS AND OTHER INFORMATION

August 31, 2024

 

  

Class

Ticker

Investor

DSCVX

I

DOPIX

Y

DSCYX

  
  

 

IMPORTANT NOTICE – CHANGES TO ANNUAL AND SEMI-ANNUAL REPORTS

The Securities and Exchange Commission (the “SEC”) has adopted rule and form amendments which have resulted in changes to the design and delivery of annual and semi-annual fund reports (“Reports”). Reports are now streamlined to highlight key information.  Certain information previously included in Reports, including financial statements, no longer appear in the Reports but will be available online within the Semi-Annual and Annual Financials and Other Information, delivered free of charge to shareholders upon request, and filed with the SEC.

 

Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.bny.com/investments 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

T H E F U N D

Please note the Annual Financials and Other Information only contains Items 7-11 required in
Form N-CSR. All other required items will be filed with the SEC.

  

Item 7. Financial Statements and Financial Highlights for Open-End Management
Investment Companies

3

Statement of Investments

3

Statement of Assets and Liabilities

7

Statement of Operations

8

Statement of Changes in Net Assets

9

Financial Highlights

10

Notes to Financial Statements

13

Report of Independent Registered
Public Accounting Firm

19

Important Tax Information

20

Item 8. Changes in and Disagreements with Accountants for
Open-End Management Investment Companies

21

Item 9. Proxy Disclosures for Open-End Management Investment Companies

22

Item 10. Remuneration Paid to Directors, Officers, and Others of
Open-End Management Investment Companies

23

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract

24

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

BNY Mellon Opportunistic Small Cap Fund

Statement of Investments

August 31, 2024

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.7% 

     

Banks - 9.6% 

     

BankUnited, Inc. 

   

60,671

 

2,331,587

 

Columbia Banking System, Inc. 

   

173,080

 

4,358,154

 

First Bancorp./Puerto Rico 

   

204,575

 

4,373,814

 

Fulton Financial Corp. 

   

76,784

 

1,485,770

 

Seacoast Banking Corp. of Florida 

   

162,087

 

4,434,700

 

Synovus Financial Corp. 

   

76,917

 

3,547,412

 

Texas Capital Bancshares, Inc. 

   

67,669

a 

4,548,710

 
    

25,080,147

 

Capital Goods - 11.4% 

     

Enerpac Tool Group Corp. 

   

111,058

 

4,580,032

 

EnerSys 

   

39,212

 

3,973,352

 

Flowserve Corp. 

   

98,663

 

4,921,310

 

Fluor Corp. 

   

150,687

a 

7,544,898

 

JELD-WEN Holding, Inc. 

   

222,477

a 

3,168,072

 

MYR Group, Inc. 

   

7,323

a 

738,158

 

SiteOne Landscape Supply, Inc. 

   

7,382

a 

1,047,211

 

Valmont Industries, Inc. 

   

13,563

 

3,875,763

 
    

29,848,796

 

Commercial & Professional Services - 3.4% 

     

ACV Auctions, Inc., Cl. A 

   

171,425

a 

3,207,362

 

Montrose Environmental Group, Inc. 

   

55,551

a 

1,827,628

 

The Brink's Company 

   

35,345

 

3,920,821

 
    

8,955,811

 

Consumer Discretionary Distribution & Retail - 3.1% 

     

American Eagle Outfitters, Inc. 

   

72,609

 

1,494,293

 

Arhaus, Inc. 

   

45,770

a,b 

563,429

 

Caleres, Inc. 

   

103,508

 

4,360,792

 

Ollie's Bargain Outlet Holdings, Inc. 

   

18,863

a 

1,689,370

 
    

8,107,884

 

Consumer Durables & Apparel - 2.0% 

     

Capri Holdings Ltd. 

   

30,131

a 

1,076,279

 

Levi Strauss & Co., Cl. A 

   

139,744

 

2,692,867

 

PVH Corp. 

   

15,784

 

1,557,723

 
    

5,326,869

 

Consumer Services - 3.1% 

     

Genius Sports Ltd. 

   

654,435

a 

4,986,795

 

Six Flags Entertainment Corp. 

   

53,070

 

2,323,405

 

The Cheesecake Factory, Inc. 

   

22,734

 

893,674

 
    

8,203,874

 

Energy - 9.0% 

     

Centrus Energy Corp., Cl. A 

   

22,029

a 

872,348

 

CNX Resources Corp. 

   

191,867

a 

5,308,960

 

Crescent Energy Co., Cl. A 

   

105,211

 

1,255,167

 

Dril-Quip, Inc. 

   

95,942

a 

1,564,814

 

Expro Group Holdings NV 

   

130,079

a 

2,583,369

 

Frontline PLC 

   

95,591

b 

2,307,567

 

PBF Energy, Inc., Cl. A 

   

75,351

 

2,566,455

 

3

Statement of Investments (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.7% (continued)

     

Energy - 9.0%  (continued)

     

Transocean Ltd. 

   

373,025

a,b 

1,768,139

 

Viper Energy, Inc. 

   

108,033

 

5,142,371

 
    

23,369,190

 

Equity Real Estate Investment Trusts - 2.6% 

     

EPR Properties 

   

58,641

c 

2,783,688

 

Equity Commonwealth 

   

192,739

a,c 

3,906,820

 
    

6,690,508

 

Financial Services - 6.5% 

     

Burford Capital Ltd. 

   

115,037

b 

1,554,150

 

Essent Group Ltd. 

   

95,860

 

6,162,839

 

HA Sustainable Infrastructure Capital, Inc. 

   

52,727

b 

1,707,300

 

PJT Partners, Inc., Cl. A 

   

30,604

b 

3,779,594

 

PRA Group, Inc. 

   

165,137

a 

3,850,995

 
    

17,054,878

 

Food, Beverage & Tobacco - 1.7% 

     

Nomad Foods Ltd. 

   

186,290

 

3,502,252

 

Primo Water Corp. 

   

46,249

 

1,022,103

 
    

4,524,355

 

Health Care Equipment & Services - 11.6% 

     

Acadia Healthcare Co., Inc. 

   

53,050

a 

4,346,387

 

Evolent Health, Inc., Cl. A 

   

124,942

a 

3,995,645

 

Health Catalyst, Inc. 

   

286,975

a 

2,063,350

 

Integer Holdings Corp. 

   

12,546

a,b 

1,631,858

 

Omnicell, Inc. 

   

75,255

a 

3,347,342

 

Privia Health Group, Inc. 

   

186,986

a,b 

3,765,898

 

R1 RCM, Inc. 

   

184,025

a 

2,596,593

 

Select Medical Holdings Corp. 

   

94,368

 

3,403,854

 

TransMedics Group, Inc. 

   

30,303

a 

5,092,722

 
    

30,243,649

 

Household & Personal Products - 1.5% 

     

Spectrum Brands Holdings, Inc. 

   

41,326

 

3,897,868

 

Insurance - 3.7% 

     

Oscar Health, Inc., Cl. A 

   

60,206

a 

1,101,770

 

The Baldwin Insurance Group, Inc. 

   

183,310

a,b 

8,595,406

 
    

9,697,176

 

Materials - 4.3% 

     

Alamos Gold, Inc., Cl. A 

   

434,589

 

8,378,876

 

Alcoa Corp. 

   

16,317

 

523,776

 

Tronox Holdings PLC 

   

168,013

 

2,340,421

 
    

11,243,073

 

Media & Entertainment - 4.2% 

     

John Wiley & Sons, Inc., Cl. A 

   

75,778

 

3,660,835

 

Magnite, Inc. 

   

336,971

a 

4,646,830

 

Shutterstock, Inc. 

   

76,927

b 

2,760,141

 
    

11,067,806

 

Pharmaceuticals, Biotechnology & Life Sciences - 4.9% 

     

Alkermes PLC 

   

106,767

a 

3,037,521

 

Denali Therapeutics, Inc. 

   

148,397

a 

3,626,823

 

Insmed, Inc. 

   

80,478

a 

6,154,153

 
    

12,818,497

 

4

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 97.7% (continued)

     

Semiconductors & Semiconductor Equipment - 2.1% 

     

MaxLinear, Inc. 

   

83,678

a 

1,270,232

 

Synaptics, Inc. 

   

50,596

a 

4,119,526

 
    

5,389,758

 

Software & Services - 3.6% 

     

DoubleVerify Holdings, Inc. 

   

60,254

a 

1,187,004

 

JFrog Ltd. 

   

148,878

a 

4,132,853

 

Zuora, Inc., Cl. A 

   

465,605

a 

4,092,668

 
    

9,412,525

 

Technology Hardware & Equipment - 3.8% 

     

Advanced Energy Industries, Inc. 

   

31,688

 

3,361,780

 

Lumentum Holdings, Inc. 

   

67,699

a,b 

3,900,139

 

nLight, Inc. 

   

230,281

a 

2,749,555

 
    

10,011,474

 

Transportation - 2.5% 

     

Heartland Express, Inc. 

   

221,441

 

2,741,440

 

SkyWest, Inc. 

   

48,759

a 

3,780,773

 
    

6,522,213

 

Utilities - 3.1% 

     

Clearway Energy, Inc., Cl. C 

   

174,072

 

5,041,125

 

NextEra Energy Partners LP 

   

120,486

b 

3,018,174

 
    

8,059,299

 

Total Common Stocks (cost $203,935,025)

   

255,525,650

 
        

Private Equity - .7% 

     

Food, Beverage & Tobacco - .4% 

     

Supplying Demand, Inc., Ser. E 

   

66,937

a,d 

886,246

 

Real Estate - .1% 

     

Roofstock, Ser. E 

   

41,269

a,d 

249,677

 

Software & Services - .2% 

     

Locus Robotics, Ser. F 

   

14,518

a,d 

605,981

 

Total Private Equity (cost $2,487,393)

   

1,741,904

 
  

1-Day
Yield (%)

     

Investment Companies - 1.7% 

     

Registered Investment Companies - 1.7% 

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares 
(cost $4,454,683)

 

5.40

 

4,454,683

e 

4,454,683

 

5

Statement of Investments (continued)

        
 

Description

 

1-Day
Yield (%)

 

Shares

 

Value ($)

 

Investment of Cash Collateral for Securities Loaned - 1.4% 

     

Registered Investment Companies - 1.4% 

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares 
(cost $3,602,976)

 

5.40

 

3,602,976

e 

3,602,976

 

Total Investments (cost $214,480,077)

 

101.5%

 

265,325,213

 

Liabilities, Less Cash and Receivables

 

(1.5%)

 

(3,859,163)

 

Net Assets

 

100.0%

 

261,466,050

 

a Non-income producing security.

b Security, or portion thereof, on loan. At August 31, 2024, the value of the fund’s securities on loan was $23,176,895 and the value of the collateral was $23,623,116, consisting of cash collateral of $3,602,976 and U.S. Government & Agency securities valued at $20,020,140. In addition, the value of collateral may include pending sales that are also on loan.

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

d The fund held Level 3 securities at August 31, 2024. These securities were valued at $1,741,904 or .7% of net assets.

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.

See notes to financial statements.

       

Affiliated Issuers

   

Description

Value ($)
8/31/2023

Purchases ($)†

Sales ($)

Value ($)
8/31/2024

Dividends/
Distributions ($)

 

Registered Investment Companies - 1.7%

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 1.7%

5,378,402

114,977,833

(115,901,552)

4,454,683

291,746

 

Investment of Cash Collateral for Securities Loaned - 1.4%

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 1.4%

2,097,644

150,375,477

(148,870,145)

3,602,976

38,459

†† 

Total - 3.1%

7,476,046

265,353,310

(264,771,697)

8,057,659

330,205

 

† Includes reinvested dividends/distributions.

†† 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.

6

STATEMENT OF ASSETS AND LIABILITIES

August 31, 2024

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $23,176,895)—Note 1(c):

 

 

 

Unaffiliated issuers

206,422,418

 

257,267,554

 

Affiliated issuers

 

8,057,659

 

8,057,659

 

Dividends and securities lending income receivable

 

243,705

 

Receivable for shares of Common Stock subscribed

 

1,800

 

Tax reclaim receivable—Note 1(b)

 

297

 

Prepaid expenses

 

 

 

 

45,680

 

 

 

 

 

 

265,616,695

 

Liabilities ($):

 

 

 

 

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

 

222,236

 

Liability for securities on loan—Note 1(c)

 

3,602,976

 

Payable for investment securities purchased

 

194,213

 

Payable for shares of Common Stock redeemed

 

10,141

 

Directors’ fees and expenses payable

 

6,700

 

Other accrued expenses

 

 

 

 

114,379

 

 

 

 

 

 

4,150,645

 

Net Assets ($)

 

 

261,466,050

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

225,461,436

 

Total distributable earnings (loss)

 

 

 

 

36,004,614

 

Net Assets ($)

 

 

261,466,050

 

     

Net Asset Value Per Share

Investor Shares

Class I

Class Y

 

Net Assets ($)

220,081,906

18,740,499

22,643,645

 

Shares Outstanding

6,877,873

578,369

695,908

 

Net Asset Value Per Share ($)

32.00

32.40

32.54

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

7

STATEMENT OF OPERATIONS

Year Ended August 31, 2024

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $34,992 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

3,966,606

 

Affiliated issuers

 

 

291,746

 

Income from securities lending—Note 1(c)

 

 

38,459

 

Interest

 

 

8,468

 

Total Income

 

 

4,305,279

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

2,143,862

 

Shareholder servicing costs—Note 3(b)

 

 

690,106

 

Professional fees

 

 

98,371

 

Registration fees

 

 

53,157

 

Prospectus and shareholders’ reports

 

 

38,722

 

Directors’ fees and expenses—Note 3(c)

 

 

24,049

 

Chief Compliance Officer fees—Note 3(b)

 

 

22,076

 

Custodian fees—Note 3(b)

 

 

13,392

 

Loan commitment fees—Note 2

 

 

5,490

 

Miscellaneous

 

 

36,765

 

Total Expenses

 

 

3,125,990

 

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

 

 

(54,934)

 

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

 

 

(33,969)

 

Net Expenses

 

 

3,037,087

 

Net Investment Income

 

 

1,268,192

 

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

 

 

Net realized gain (loss) on investments

(14,584,450)

 

Net change in unrealized appreciation (depreciation) on
investments

34,312,191

 

Net Realized and Unrealized Gain (Loss) on Investments

19,727,741

 

Net Increase in Net Assets Resulting from Operations

20,995,933

 

 

 

 

 

 

 

 

See notes to financial statements.

     

8

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended August 31,

 

 

 

 

2024

 

2023

 

Operations ($):

 

 

 

 

 

 

 

 

Net investment income

 

 

1,268,192

 

 

 

1,460,028

 

Net realized gain (loss) on investments

 

(14,584,450)

 

 

 

3,178,939

 

Net change in unrealized appreciation
(depreciation) on investments

 

34,312,191

 

 

 

5,986,260

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

20,995,933

 

 

 

10,625,227

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Investor Shares

 

 

(3,041,860)

 

 

 

(8,919,043)

 

Class I

 

 

(310,779)

 

 

 

(922,135)

 

Class Y

 

 

(1,179,241)

 

 

 

(3,895,688)

 

Total Distributions

 

 

(4,531,880)

 

 

 

(13,736,866)

 

Capital Stock Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Investor Shares

 

 

1,169,819

 

 

 

1,382,237

 

Class I

 

 

2,811,579

 

 

 

3,094,535

 

Class Y

 

 

1,637,382

 

 

 

10,359,498

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Investor Shares

 

 

2,899,342

 

 

 

8,509,335

 

Class I

 

 

307,556

 

 

 

904,017

 

Class Y

 

 

435,348

 

 

 

1,971,901

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Investor Shares

 

 

(30,041,535)

 

 

 

(18,798,663)

 

Class I

 

 

(7,429,385)

 

 

 

(8,222,203)

 

Class Y

 

 

(66,564,999)

 

 

 

(34,223,649)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

(94,774,893)

 

 

 

(35,022,992)

 

Total Increase (Decrease) in Net Assets

(78,310,840)

 

 

 

(38,134,631)

 

Net Assets ($):

 

Beginning of Period

 

 

339,776,890

 

 

 

377,911,521

 

End of Period

 

 

261,466,050

 

 

 

339,776,890

 

Capital Share Transactions (Shares):

 

Investor Sharesa

 

 

 

 

 

 

 

 

Shares sold

 

 

40,362

 

 

 

47,379

 

Shares issued for distributions reinvested

 

 

104,594

 

 

 

305,432

 

Shares redeemed

 

 

(1,046,879)

 

 

 

(649,680)

 

Net Increase (Decrease) in Shares Outstanding

(901,923)

 

 

 

(296,869)

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

96,609

 

 

 

106,662

 

Shares issued for distributions reinvested

 

 

10,969

 

 

 

32,091

 

Shares redeemed

 

 

(254,357)

 

 

 

(282,608)

 

Net Increase (Decrease) in Shares Outstanding

(146,779)

 

 

 

(143,855)

 

Class Ya

 

 

 

 

 

 

 

 

Shares sold

 

 

55,999

 

 

 

349,175

 

Shares issued for distributions reinvested

 

 

15,476

 

 

 

69,752

 

Shares redeemed

 

 

(2,274,216)

 

 

 

(1,185,766)

 

Net Increase (Decrease) in Shares Outstanding

(2,202,741)

 

 

 

(766,839)

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended August 31, 2024, 1,324 Investor shares representing $40,911 were exchanged for 1,307 Class I shares and 33,545 Class Y shares representing $971,862 were exchanged for 33,676 Class I shares. During the period ended August 31, 2023, 52,090 Class Y shares representing $1,533,694 were exchanged for 52,286 Investor shares and 348 Class Y shares representing $9,696 were exchanged for 353 Class I shares.

 

See notes to financial statements.

        

9

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.

        
  

Investor Shares

 

Year Ended August 31,

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

29.64

29.83

37.97

27.26

25.18

Investment Operations:

      

Net investment income (loss)a

 

.11

.09

(.05)

(.13)

.03

Net realized and unrealized gain
(loss) on investments

 

2.66

.84

(4.69)

10.91

2.10

Total from Investment Operations

 

2.77

.93

(4.74)

10.78

2.13

Distributions:

      

Dividends from
net investment income

 

(.12)

-

-

(.07)

(.05)

Dividends from net realized
gain on investments

 

(.29)

(1.12)

(3.40)

-

-

Total Distributions

 

(.41)

(1.12)

(3.40)

(.07)

(.05)

Net asset value, end of period

 

32.00

29.64

29.83

37.97

27.26

Total Return (%)

 

9.54

3.36

(13.63)

39.58

8.44

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.16

1.14

1.11

1.11

1.13

Ratio of net expenses
to average net assets

 

1.13

1.12

1.11

1.11

1.13

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

 

.38

.32

(.14)

(.37)

.11

Portfolio Turnover Rate

 

61.03

38.26

41.25

85.56

95.32

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

 

220,082

230,628

240,926

318,464

248,201

a Based on average shares outstanding.

See notes to financial statements.

10

        
   

Class I Shares

 

Year Ended August 31,

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

30.01

30.14

38.25

27.45

25.38

Investment Operations:

      

Net investment income (loss)a

 

.16

.15

.01

(.07)

.08

Net realized and unrealized gain
(loss) on investments

 

2.69

.84

(4.72)

10.98

2.11

Total from Investment Operations

 

2.85

.99

(4.71)

10.91

2.19

Distributions:

      

Dividends from
net investment income

 

(.17)

-

-

(.11)

(.12)

Dividends from net realized
gain on investments

 

(.29)

(1.12)

(3.40)

-

-

Total Distributions

 

(.46)

(1.12)

(3.40)

(.11)

(.12)

Net asset value, end of period

 

32.40

30.01

30.14

38.25

27.45

Total Return (%)

 

9.72

3.53

(13.44)

39.80

8.63

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

.99

.96

.93

.93

.96

Ratio of net expenses
to average net assets

 

.95

.94

.93

.93

.96

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

 

.56

.50

.03

(.19)

.30

Portfolio Turnover Rate

 

61.03

38.26

41.25

85.56

95.32

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

 

18,740

21,765

26,191

25,047

21,448

a Based on average shares outstanding.

See notes to financial statements.

11

FINANCIAL HIGHLIGHTS (continued)

         
   

Class Y Shares

 

Year Ended August 31,

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

30.15

30.23

38.32

27.51

25.44

Investment Operations:

      

Net investment income (loss)a

 

.19

.18

.05

(.03)

.11

Net realized and unrealized gain
(loss) on investments

 

2.70

.86

(4.74)

11.00

2.13

Total from Investment Operations

 

2.89

1.04

(4.69)

10.97

2.24

Distributions:

      

Dividends from
net investment income

 

(.21)

-

-

(.16)

(.17)

Dividends from net realized
gain on investments

 

(.29)

(1.12)

(3.40)

-

-

Total Distributions

 

(.50)

(1.12)

(3.40)

(.16)

(.17)

Net asset value, end of period

 

32.54

30.15

30.23

38.32

27.51

Total Return (%)

 

9.84

3.69

(13.36)

39.97

8.81

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

.86

.84

.82

.82

.83

Ratio of net expenses
to average net assets

 

.84

.82

.82

.82

.83

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

 

.66

.62

.15

(.08)

.45

Portfolio Turnover Rate

 

61.03

38.26

41.25

85.56

95.32

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

 

22,644

87,384

110,795

170,407

139,832

a Based on average shares outstanding.

See notes to financial statements.

12

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Opportunistic Small Cap Fund (the “fund”) is a separate diversified series of BNY Mellon Advantage 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 seven series, including the fund. The fund’s investment objective is to seek capital appreciation. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY”), serves as the fund’s investment adviser. Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”), an indirect wholly-owned subsidiary of BNY and an affiliate of the Adviser, serves as the fund’s sub-adviser. NIMNA has entered into a sub-sub-investment advisory agreement with its affiliate, Newton Investment Management Limited (“NIM”), which enables NIM to provide certain advisory services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services. NIM is subject to the supervision of NIMNA and the Adviser. NIM is also an affiliate of the Adviser. NIM, located at 160 Queen Victoria Street, London, EC4V,4LA, England, was formed in 1978. NIM is an indirect subsidiary of BNY.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares, which are sold without a sales charge. The fund is authorized to issue 400 million shares of $.001 par value Common Stock. The fund currently has authorized three classes of shares: Investor (200 million shares authorized), Class I (100 million shares authorized) and Class Y shares (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 primarily to bank trust departments and other financial service providers (including BNY and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Shareholder Services Plan fees. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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 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).

13

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

The Company’s Board of Directors (the “Board”) has designated the Adviser as the fund’s valuation designee to make all fair value determinations with respect to the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.

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

Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depositary 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, 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.

Investment in private equity securities will be fair valued by the Board in accordance with valuation procedures approved by the Board. Those portfolio valuations will be based on unobservable inputs and certain assumptions about how market participants would price the instrument. The fund expects that inputs into the determination of fair value of those investments will require significant management judgment or estimation. Because valuations may fluctuate over short periods of time and may be based on estimates, fair value determinations may differ materially from the value received in an actual transaction. Additionally, valuations of private companies are inherently uncertain. The fund’s net asset value could be adversely affected if the fund’s determinations regarding the fair value of those investments were materially higher or lower than the values that it ultimately realized upon the disposal of such investments. These securities are categorized within Level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of August 31, 2024 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

255,525,650

-

 

-

255,525,650

 

Equity Securities - Private Equity

-

-

 

1,741,904

1,741,904

 

Investment Companies

8,057,659

-

 

-

8,057,659

 

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

14

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

  

Equity Securities-
Private Equity ($)

Balance as of 8/31/2023†

1,790,310

Purchases/Issuances

-

Sales/Dispositions

-

Net realized gain (loss)

-

Change in unrealized appreciation (depreciation)

(48,406)

Transfers into Level 3

-

Transfers out of Level 3

-

Balances as of 8/31/2024†

1,741,904

The amount of total net realized gains (loss) for the period included in earnings attributable to the net change in unrealized appreciation (depreciation) relating to investments still held at 8/31/2024

(48,406)

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

The following table summarizes the significant unobservable inputs the fund used to value its investment categorized within Level 3 as of August 31, 2024. In addition to the techniques and inputs noted in the table below, according to the fund’s valuation policy, other valuation techniques and methodologies when determining the fund’s fair value measurements may be used. The below table is not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they are to the fund’s determination of fair values.

       

Asset

Category-

Issuer Name

Value ($)

Valuation
Techniques/
Methodologies

Unobservable
Inputs

Range

Median

Low

High

Private Equity:

     

Locus
Robotics,
Ser. F

605,981

Public
Comparables/
Enterprise Value

Enterprise Value
as Multiple
of Revenue

1.2x

6.3x

3.8x

Roofstock,
Ser. E

249,677


Public

Comparables/

Enterprise Value

Enterprise Value

as Multiple

of Revenue

0.2x

11.1x

2.8x

Supplying
Demand,
Inc., Ser. E

886,246

Public

Comparables/

Enterprise Value

Enterprise Value

Change

of Comparables

-20.0%

12.0%

-7.0%

(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 August 31, 2024, if any, are disclosed in the fund’s Statement of Assets and Liabilities.

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

Pursuant to a securities lending agreement with BNY, 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. Any non-cash collateral received cannot be sold or re-pledged by the fund, except in the event of borrower default. The securities on loan, if any, are also disclosed in the fund’s Statement of Investments. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending

15

NOTES TO FINANCIAL STATEMENTS (continued)

transaction. Should a borrower fail to return the securities in a timely manner, BNY 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 August 31, 2024, BNY earned $5,241 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

For financial reporting purposes, the fund elects not to offset assets and liabilities subject to a securities lending agreement, if any, in the Statement of Assets and Liabilities. Therefore, all qualifying transactions are presented on a gross basis in the Statement of Assets and Liabilities. As of August 31, 2024, the fund had securities lending and the impact of netting of assets and liabilities and the offsetting of collateral pledged or received, if any, based on contractual netting/set-off provisions in the securities lending agreement are detailed in the following table:

       

 

 

 

Assets ($)

  

Liabilities ($)

 

Securities Lending

 

23,176,895

 

-

 

Total gross amount of assets and
liabilities in the Statement
of Assets and Liabilities

 

23,176,895

 

-

 

Collateral (received)/posted not offset
in the Statement of
Assets and Liabilities

 

(23,176,895)

1 

-

 

Net amount

 

-

 

-

 

1

The value of the related collateral received by the fund normally exceeded the value of the securities loaned by the fund pursuant to the securities lending agreement. In addition, the value of collateral may include pending sales that are also on loan. See Statement of Investments for detailed information regarding collateral received for open securities lending.

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

(e) Market Risk: The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed-income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide.

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

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

As of and during the period ended August 31, 2024, 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 August 31, 2024, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended August 31, 2024 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At August 31, 2024, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $1,262,847, accumulated capital losses $13,888,621 and unrealized appreciation $48,630,388.

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.

16

The accumulated capital loss carryover is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to August 31, 2024. The fund has $13,739,058 of short-term capital losses and $149,563 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 years ended August 31, 2024 and August 31, 2023 were as follows: ordinary income $1,468,332 and $0, and long-term capital gains $3,063,548 and $13,736,866 respectively.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $738 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY (the “BNY Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $618 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $120 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. Prior to September 27, 2023, the Citibank Credit Facility was $823.5 million with Tranche A available in an amount equal to $688.5 million and Tranche B available in an amount equal to $135 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNY Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended August 31, 2024, the fund did not borrow under either Facility.

NOTE 3—Management Fee, Sub–Advisory Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement with the Adviser, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly. The Adviser had contractually agreed, from April 1, 2024 through August 31, 2024, to waive receipt of a portion of its management fee, in the amount of .05% of the value of the fund’s average daily net assets. In addition, the Adviser has contractually agreed, from September 1, 2024 through December 29, 2024 to waive receipt of a portion of its management fee, in the amount of .10% of the value of the fund's average daily net assets. On or after December 29, 2024, the Adviser may terminate this waiver agreement at any time. The reduction in management fees, pursuant to the undertaking, amounted to $54,934 during the period ended August 31, 2024.

Pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .36% of the value of the fund’s average daily net assets.

(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 services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended August 31, 2024, the fund was charged $529,350 pursuant to the Shareholder Services Plan.

The fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY and an affiliate of the Adviser, whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement of Operations.

The fund has an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY and an affiliate of the Adviser, whereby the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.

The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services for the fund. The majority of Transfer Agent fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended August 31, 2024, the fund was charged $64,096 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $33,969.

The fund compensates the Custodian, under a custody agreement, for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended August 31, 2024, the fund was charged $13,392 pursuant to the custody agreement.

17

NOTES TO FINANCIAL STATEMENTS (continued)

During the period ended August 31, 2024, the fund was charged $22,076 for services performed by the fund’s Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: Management fee of $161,496, Shareholder Services Plan fees of $45,187, Custodian fees of $8,284, Chief Compliance Officer fees of $3,047 and Transfer Agent fees of $14,630, which are offset against an expense reimbursement currently in effect in the amount of $10,408.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended August 31, 2024, amounted to $172,317,395 and $267,762,038, respectively.

At August 31, 2024, the cost of investments for federal income tax purposes was $216,694,825; accordingly, accumulated net unrealized appreciation on investments was $48,630,388, consisting of $71,123,377 gross unrealized appreciation and $22,492,989 gross unrealized depreciation.

18

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon Opportunistic Small Cap Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Opportunistic Small Cap Fund (the “Fund”) (one of the funds constituting BNY Mellon Advantage Funds, Inc. (the “Company”)), including the statement of investments, as of August 31, 2024, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Advantage Funds, Inc.) at August 31, 2024, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2024, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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

New York, New York
October 23, 2024

19

IMPORTANT TAX INFORMATION (Unaudited)

For Federal tax purposes, the fund hereby reports 100% of the ordinary dividends paid during the fiscal year ended August 31, 2024 as qualifying for the corporate dividends received deduction. Also, certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $1,468,332 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2025 of the percentage applicable to the preparation of their 2024 income tax returns. The fund also hereby reports $.2909 per share as a long-term capital gain distribution paid on December 12, 2023.

20

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment

Companies. (Unaudited)

N/A

21

Item 9. Proxy Disclosures for Open-End Management Investment Companies. (Unaudited)

N/A

22

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies. (Unaudited)

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. Directors fees paid by the fund are within Item 7. Statement of Operations as Directors’ fees and expenses.

23

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract. (Unaudited)

At a meeting of the fund’s Board of Directors (the “Board”) held on March 5-6, 2024, 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 Sub-Investment Advisory Agreement, pursuant to which Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”) provides day-to-day management of the fund’s investments, and the Sub-Sub-Investment Advisory Agreement (collectively with the Management Agreement and Sub-Investment Advisory Agreement, the “Agreements”) between NIMNA and Newton Investment Management Limited (“NIM”), pursuant to which NIMNA may use the investment advisory personnel, resources and capabilities available at its sister company, NIM, in providing the day-to-day management of the fund’s investments. The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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, as well as the Adviser’s supervisory activities over the Sub-Adviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper (“Lipper”), which included information comparing (1) the performance of the fund’s Investor shares with the performance of a group of retail no-load small-cap core 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, 2023, 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 funds consisting of all retail no-load small-cap core funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board also considered the fund’s performance in light of overall financial market conditions. The Board discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was below the Performance Group median and the Performance Universe medians for all periods. The Board discussed with representatives of the Adviser and the Sub-Adviser the reasons for the fund’s underperformance versus the Performance Group and Performance Universe during certain periods under review and noted the Sub-Adviser’s efforts to improve performance going forward. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

24

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 and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

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

Representatives of the Adviser stated that, effective April 1, 2024, the Adviser has contractually agreed, until December 29, 2024, to waive receipt of a portion of its management fee in the amount of .05% of the value of the fund’s average daily net assets.

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

The Board considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its fee from the fund, and not the fund.

Analysis of Profitability and Economies of Scale. Representatives of the Adviser reviewed the expenses allocated and profit received by the Adviser and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to the Adviser and its affiliates for managing the funds in the BNY Mellon fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not 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 Agreements, considered in relation to the mix of services provided by the Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Representatives of the Adviser stated that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that the Adviser may have realized any economies of scale would be less. Representatives of the Adviser also stated that, as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to the Adviser and the Sub-Adviser from acting as investment adviser and sub-investment adviser, respectively, and took into consideration the soft dollar arrangements in effect for trading the fund’s investments.

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

25

 

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

· The Board agreed to closely monitor the fund’s performance and determined to approve renewal of the Agreements only through September 30, 2024.

· The Board concluded that the fees paid to the Adviser and the Sub-Adviser continued to be appropriate under the circumstances and in light of the factors and the totality of the services provided as discussed above, subject to review no later than the next renewal consideration.

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

In evaluating the Agreements, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with the Adviser and its affiliates and the Sub-Adviser, of the Adviser and the Sub-Adviser and the services provided to the fund by the Adviser and the Sub-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 Agreements, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for the fund had the benefit of a number of years of reviews of the Agreements for the fund, or substantially similar agreements for other BNY Mellon funds that the Board oversees, during which lengthy discussions took place between the Board and representatives of the Adviser. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on its consideration of the fund’s arrangements, or substantially similar arrangements for other BNY Mellon funds that the Board oversees, in prior years. The Board determined to renew the Agreements through September 30, 2024.

*******

At a meeting of the fund’s Board of Directors (the “Board”) held on August 7, 2024, 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 Sub-Investment Advisory Agreement, pursuant to which Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”) provides day-to-day management of the fund’s investments, and the Sub-Sub-Investment Advisory Agreement (collectively with the Management Agreement and Sub-Investment Advisory Agreement, the “Agreements”) between NIMNA and Newton Investment Management Limited (“NIM”), pursuant to which NIMNA may use the investment advisory personnel, resources and capabilities available at its sister company, NIM, in providing the day-to-day management of the fund’s investments. The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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,

26

accounting and compliance infrastructures, as well as the Adviser’s supervisory activities over the Sub-Adviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper (“Lipper”), which included information comparing (1) the performance of the fund’s Investor shares with the performance of a group of retail no-load small-cap core 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 June 30, 2024, 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 funds consisting of all retail no-load small-cap core funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board also considered the fund’s performance in light of overall financial market conditions. The Board discussed with representatives of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s total return performance was below the Performance Group median and the Performance Universe median for all periods. The Board discussed with representatives of the Adviser and the Sub-Adviser the reasons for the fund’s underperformance versus the Performance Group and Performance Universe during the periods under review and noted the actions taken by the Adviser and the Sub-Adviser to improve the fund’s performance. 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 and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In addition, the Board reviewed and considered the actual management fee rate paid by the fund over the fund’s last fiscal year, which included reductions for a fee waiver arrangement in place that reduced the management fee paid to the Adviser. The Board also reviewed the range of actual and contractual management fees and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds and discussed the results of the comparisons.

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

Representatives of the Adviser stated that, effective April 1, 2024, the Adviser had contractually agreed, until December 29, 2024, to waive receipt of a portion of its management fee in the amount of .05% of the value of the fund’s average daily net assets. In addition, representatives of the Adviser stated that, effective September 1, 2024, the Adviser has contractually agreed to waive receipt of a portion of its management fee in the amount of .10% of the value of the fund’s average daily net assets until December 29, 2024. On or after December 29, 2024, BNY Mellon Investment Adviser, Inc. may terminate this waiver agreement at any time.

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

The Board considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its fee from the fund, and not the fund.

27

 

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

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

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

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

· The Board generally was satisfied with the actions taken by the Adviser and the Sub-Adviser to improve the fund’s performance.

· The Board concluded that the fees paid to the Adviser and the Sub-Adviser continued to be appropriate under the circumstances and in light of the factors 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 Management Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

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

28

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30

 

  

© 2024 BNY Mellon Securities Corporation

Code-0253NCSRAR0824

 

 

BNY Mellon Technology Growth Fund

 

ANNUAL FINANCIALS AND OTHER INFORMATION

August 31, 2024

 

  

Class

Ticker

A

DTGRX

C

DTGCX

I

DGVRX

Y

DTEYX

 

IMPORTANT NOTICE – CHANGES TO ANNUAL AND SEMI-ANNUAL REPORTS

The Securities and Exchange Commission (the “SEC”) has adopted rule and form amendments which have resulted in changes to the design and delivery of annual and semi-annual fund reports (“Reports”). Reports are now streamlined to highlight key information.  Certain information previously included in Reports, including financial statements, no longer appear in the Reports but will be available online within the Semi-Annual and Annual Financials and Other Information, delivered free of charge to shareholders upon request, and filed with the SEC.

 

Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.bny.com/investments 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

T H E F U N D

Please note the Annual Financials and Other Information only contains Items 7-11 required in
Form N-CSR. All other required items will be filed with the SEC.

  

Item 7. Financial Statements and Financial Highlights for Open-End Management
Investment Companies

3

Statement of Investments

3

Statement of Assets and Liabilities

6

Statement of Operations

7

Statement of Changes in Net Assets

8

Financial Highlights

9

Notes to Financial Statements

13

Report of Independent Registered Public Accounting Firm

20

Item 8. Changes in and Disagreements with Accountants for
Open-End Management Investment Companies

21

Item 9. Proxy Disclosures for Open-End Management Investment Companies

22

Item 10. Remuneration Paid to Directors, Officers, and Others of
Open-End Management Investment Companies

23

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract

24

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

BNY Mellon Technology Growth Fund

Statement of Investments

August 31, 2024

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 96.4% 

     

Aerospace & Defense - 2.0% 

     

Axon Enterprise, Inc. 

   

20,870

a 

7,616,924

 

Application Software - 9.0% 

     

Adobe, Inc. 

   

15,024

a 

8,629,936

 

HubSpot, Inc. 

   

14,737

a 

7,354,795

 

Intuit, Inc. 

   

15,915

 

10,030,588

 

Klaviyo, Inc., Cl. A 

   

258,880

a,b 

8,144,365

 
    

34,159,684

 

Broadline Retail - 4.4% 

     

Amazon.com, Inc. 

   

92,493

a 

16,510,001

 

Education Services - 1.2% 

     

Duolingo, Inc. 

   

21,860

a 

4,646,780

 

Health Care Equipment - 2.0% 

     

Intuitive Surgical, Inc. 

   

15,646

a 

7,707,689

 

Hotels, Resorts & Cruise Lines - 1.2% 

     

Airbnb, Inc., Cl. A 

   

37,460

a 

4,394,433

 

Interactive Media & Services - 8.8% 

     

Alphabet, Inc., Cl. C 

   

92,143

 

15,213,731

 

Meta Platforms, Inc., Cl. A 

   

28,779

 

15,002,781

 

Pinterest, Inc., Cl. A 

   

93,229

a 

2,987,057

 
    

33,203,569

 

Internet Services & Infrastructure - 5.3% 

     

Akamai Technologies, Inc. 

   

27,943

a 

2,845,715

 

Shopify, Inc., Cl. A 

   

232,443

a 

17,217,053

 
    

20,062,768

 

Movies & Entertainment - 6.9% 

     

Netflix, Inc. 

   

28,437

a 

19,944,290

 

Spotify Technology SA 

   

17,781

a 

6,096,749

 
    

26,041,039

 

Passenger Ground Transportation - 6.0% 

     

Uber Technologies, Inc. 

   

309,619

a 

22,642,437

 

Real Estate Services - 2.2% 

     

CoStar Group, Inc. 

   

104,787

a 

8,100,035

 

Semiconductor Materials & Equipment - 8.6% 

     

Applied Materials, Inc. 

   

58,012

 

11,443,447

 

ASML Holding NV 

   

8,306

 

7,507,544

 

Lam Research Corp. 

   

12,690

 

10,418,617

 

Onto Innovation, Inc. 

   

15,561

a 

3,317,916

 
    

32,687,524

 

Semiconductors - 22.2% 

     

Infineon Technologies AG, ADR 

   

198,817

 

7,262,785

 

Micron Technology, Inc. 

   

118,849

 

11,438,028

 

NVIDIA Corp. 

   

188,438

 

22,493,844

 

ON Semiconductor Corp. 

   

34,061

a 

2,652,330

 

Qualcomm, Inc. 

   

65,527

 

11,486,883

 

Synaptics, Inc. 

   

89,358

a 

7,275,528

 

Taiwan Semiconductor Manufacturing Co. Ltd., ADR 

   

124,469

 

21,371,327

 
    

83,980,725

 

3

Statement of Investments (continued)

        
 

Description

   

Shares

 

Value ($)

 

Common Stocks - 96.4% (continued)

     

Systems Software - 11.4% 

     

JFrog Ltd. 

   

172,993

a 

4,802,286

 

Microsoft Corp. 

   

47,339

 

19,746,990

 

ServiceNow, Inc. 

   

21,556

a 

18,430,380

 
    

42,979,656

 

Technology Hardware, Storage & Equipment - 5.2% 

     

Apple, Inc. 

   

72,790

 

16,668,910

 

Pure Storage, Inc., Cl. A 

   

61,055

a 

3,131,511

 
    

19,800,421

 

Total Common Stocks (cost $194,034,236)

   

364,533,685

 
        

Private Equity - .8% 

     

Real Estate - .0% 

     

Roofstock, Ser. E 

   

35,162

a,c 

212,730

 

Software - .8% 

     

Databricks, Inc., Ser. H 

   

31,884

a,c 

2,756,053

 

Databricks, Inc., Ser. I 

   

2,036

a,c 

175,992

 
    

2,932,045

 

Total Private Equity (cost $3,529,369)

   

3,144,775

 
  

1-Day
Yield (%)

     

Investment Companies - 2.9% 

     

Registered Investment Companies - 2.9% 

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares 
(cost $11,181,646)

 

5.40

 

11,181,646

d 

11,181,646

 
        

Investment of Cash Collateral for Securities Loaned - .9% 

     

Registered Investment Companies - .9% 

     

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares 
(cost $3,280,244)

 

5.40

 

3,280,244

d 

3,280,244

 

Total Investments (cost $212,025,495)

 

101.0%

 

382,140,350

 

Liabilities, Less Cash and Receivables

 

(1.0%)

 

(3,830,715)

 

Net Assets

 

100.0%

 

378,309,635

 

ADR—American Depositary Receipt

a Non-income producing security.

b Security, or portion thereof, on loan. At August 31, 2024, the value of the fund’s securities on loan was $3,199,891 and the value of the collateral was $3,280,244, consisting of cash collateral. In addition, the value of collateral may include pending sales that are also on loan.

c The fund held Level 3 securities at August 31, 2024. These securities were valued at $3,144,775 or .8% of net assets.

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

       

Affiliated Issuers

   

Description

Value ($)
8/31/2023

Purchases ($)†

Sales ($)

Value ($)
8/31/2024

Dividends/
Distributions ($)

 

Registered Investment Companies - 2.9%

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 2.9%

4,066,974

64,302,337

(57,187,665)

11,181,646

219,380

 

4

       

Affiliated Issuers (continued)

   

Description

Value ($)
8/31/2023

Purchases ($)†

Sales ($)

Value ($)
8/31/2024

Dividends/
Distributions ($)

 

Investment of Cash Collateral for Securities Loaned - .9%

  

Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - .9%

5,132,199

48,547,321

(50,399,276)

3,280,244

11,070

†† 

Total - 3.8%

9,199,173

112,849,658

(107,586,941)

14,461,890

230,450

 

† Includes reinvested dividends/distributions.

†† 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.

5

STATEMENT OF ASSETS AND LIABILITIES

August 31, 2024

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $3,199,891)—Note 1(c):

 

 

 

Unaffiliated issuers

197,563,605

 

367,678,460

 

Affiliated issuers

 

14,461,890

 

14,461,890

 

Cash denominated in foreign currency

 

 

46,344

 

46,516

 

Dividends and securities lending income receivable

 

93,224

 

Tax reclaim receivable—Note 1(b)

 

16,444

 

Receivable for shares of Common Stock subscribed

 

13,512

 

Prepaid expenses

 

 

 

 

62,855

 

 

 

 

 

 

382,372,901

 

Liabilities ($):

 

 

 

 

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

 

333,955

 

Liability for securities on loan—Note 1(c)

 

3,280,244

 

Payable for shares of Common Stock redeemed

 

347,166

 

Directors’ fees and expenses payable

 

7,077

 

Other accrued expenses

 

 

 

 

94,824

 

 

 

 

 

 

4,063,266

 

Net Assets ($)

 

 

378,309,635

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

199,085,141

 

Total distributable earnings (loss)

 

 

 

 

179,224,494

 

Net Assets ($)

 

 

378,309,635

 

      

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

344,368,056

3,623,611

30,302,062

15,906

 

Shares Outstanding

5,799,067

117,690

416,656

216.64

 

Net Asset Value Per Share ($)

59.38

30.79

72.73

73.42

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

6

STATEMENT OF OPERATIONS

Year Ended August 31, 2024

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $69,215 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

1,224,771

 

Affiliated issuers

 

 

219,380

 

Income from securities lending—Note 1(c)

 

 

11,070

 

Total Income

 

 

1,455,221

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

2,613,419

 

Shareholder servicing costs—Note 3(c)

 

 

1,114,759

 

Professional fees

 

 

105,560

 

Registration fees

 

 

69,610

 

Prospectus and shareholders’ reports

 

 

56,474

 

Directors’ fees and expenses—Note 3(d)

 

 

33,560

 

Distribution fees—Note 3(b)

 

 

23,744

 

Chief Compliance Officer fees—Note 3(c)

 

 

21,123

 

Loan commitment fees—Note 2

 

 

8,281

 

Custodian fees—Note 3(c)

 

 

6,541

 

Miscellaneous

 

 

28,872

 

Total Expenses

 

 

4,081,943

 

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

 

 

(99,411)

 

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

 

 

(49,932)

 

Net Expenses

 

 

3,932,600

 

Net Investment (Loss)

 

 

(2,477,379)

 

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

 

 

Net realized gain (loss) on investments

21,834,159

 

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

70,635,017

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

92,469,176

 

Net Increase in Net Assets Resulting from Operations

 

89,991,797

 

 

 

 

 

 

 

 

See notes to financial statements.

     

7

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended August 31,

 

 

 

 

2024

 

2023

 

Operations ($):

 

 

 

 

 

 

 

 

Net investment (loss)

 

 

(2,477,379)

 

 

 

(1,513,507)

 

Net realized gain (loss) on investments

 

21,834,159

 

 

 

6,849,843

 

Net change in unrealized appreciation
(depreciation) on investments

 

70,635,017

 

 

 

55,058,312

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

89,991,797

 

 

 

60,394,648

 

Capital Stock Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

12,589,050

 

 

 

7,509,297

 

Class C

 

 

1,000,308

 

 

 

557,385

 

Class I

 

 

13,367,020

 

 

 

6,769,094

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(39,007,661)

 

 

 

(27,653,010)

 

Class C

 

 

(911,658)

 

 

 

(957,161)

 

Class I

 

 

(8,227,744)

 

 

 

(13,424,786)

 

Class Y

 

 

-

 

 

 

(51,794)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

(21,190,685)

 

 

 

(27,250,975)

 

Total Increase (Decrease) in Net Assets

68,801,112

 

 

 

33,143,673

 

Net Assets ($):

 

Beginning of Period

 

 

309,508,523

 

 

 

276,364,850

 

End of Period

 

 

378,309,635

 

 

 

309,508,523

 

Capital Share Transactions (Shares):

 

Class Aa

 

 

 

 

 

 

 

 

Shares sold

 

 

240,367

 

 

 

192,295

 

Shares redeemed

 

 

(741,515)

 

 

 

(748,788)

 

Net Increase (Decrease) in Shares Outstanding

(501,148)

 

 

 

(556,493)

 

Class C

 

 

 

 

 

 

 

 

Shares sold

 

 

36,735

 

 

 

27,916

 

Shares redeemed

 

 

(34,179)

 

 

 

(48,350)

 

Net Increase (Decrease) in Shares Outstanding

2,556

 

 

 

(20,434)

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

196,444

 

 

 

139,427

 

Shares redeemed

 

 

(131,383)

 

 

 

(309,978)

 

Net Increase (Decrease) in Shares Outstanding

65,061

 

 

 

(170,551)

 

Class Y

 

 

 

 

 

 

 

 

Shares redeemed

 

 

-

 

 

 

(1,274)

 

Net Increase (Decrease) in Shares Outstanding

-

 

 

 

(1,274)

 

 

 

 

 

 

 

 

 

 

 

a

During the period ended August 31, 2024, 988 Class A shares representing $54,081 were exchanged for 807 Class I shares.

 

See notes to financial statements.

        

8

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.

       
  
 

Year Ended August 31,

Class A Shares

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

45.58

36.52

73.40

62.07

43.75

Investment Operations:

      

Net investment (loss)a

 

(.38)

(.22)

(.41)

(.56)

(.12)

Net realized and unrealized
gain (loss) on investments

 

14.18

9.28

(23.59)

15.57

25.25

Total from Investment Operations

 

13.80

9.06

(24.00)

15.01

25.13

Distributions:

      

Dividends from net realized
gain on investments

 

-

-

(12.88)

(3.68)

(6.81)

Net asset value, end of period

 

59.38

45.58

36.52

73.40

62.07

Total Return (%)b

 

30.27

24.81

(40.01)

25.06

67.36

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

1.18

1.22

1.16

1.15

1.20

Ratio of net expenses
to average net assets

 

1.13

1.10

1.16

1.15

1.20

Ratio of net investment (loss)
to average net assets

 

(.72)

(.57)

(.79)

(.85)

(.28)

Portfolio Turnover Rate

 

21.29

54.77

43.78

54.26

70.24

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

 

344,368

287,166

250,424

462,897

392,204

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

9

FINANCIAL HIGHLIGHTS (continued)

       
   
  

Year Ended August 31,

Class C Shares

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

23.83

19.26

44.92

39.59

30.51

Investment Operations:

      

Net investment (loss)a

 

(.43)

(.28)

(.46)

(.65)

(.30)

Net realized and unrealized
gain (loss) on investments

 

7.39

4.85

(12.32)

9.66

16.19

Total from Investment Operations

 

6.96

4.57

(12.78)

9.01

15.89

Distributions:

      

Dividends from net realized
gain on investments

 

-

-

(12.88)

(3.68)

(6.81)

Net asset value, end of period

 

30.79

23.83

19.26

44.92

39.59

Total Return (%)b

 

29.21

23.73

(40.50)

24.07

66.16

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

2.01

2.08

1.97

1.94

1.96

Ratio of net expenses
to average net assets

 

1.97

1.95

1.97

1.94

1.96

Ratio of net investment (loss)
to average net assets

 

(1.55)

(1.43)

(1.60)

(1.64)

(1.03)

Portfolio Turnover Rate

 

21.29

54.77

43.78

54.26

70.24

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

 

3,624

2,744

2,611

5,533

7,576

a Based on average shares outstanding.

b Exclusive of sales charge.

See notes to financial statements.

10

       
   
  

Year Ended August 31,

Class I Shares

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

55.71

44.55

86.61

72.48

49.88

Investment Operations:

      

Net investment (loss)a

 

(.34)

(.17)

(.36)

(.49)

(.03)

Net realized and unrealized
gain (loss) on investments

 

17.36

11.33

(28.82)

18.30

29.44

Total from Investment Operations

 

17.02

11.16

(29.18)

17.81

29.41

Distributions:

      

Dividends from net realized
gain on investments

 

-

-

(12.88)

(3.68)

(6.81)

Net asset value, end of period

 

72.73

55.71

44.55

86.61

72.48

Total Return (%)

 

30.53

25.05

(39.88)

25.33

67.73

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

.97

1.03

.94

.93

.98

Ratio of net expenses
to average net assets

 

.93

.90

.94

.93

.98

Ratio of net investment
(loss) to average net assets

 

(.51)

(.38)

(.57)

(.62)

(.05)

Portfolio Turnover Rate

 

21.29

54.77

43.78

54.26

70.24

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

 

30,302

19,587

23,262

40,112

28,877

a Based on average shares outstanding.

See notes to financial statements.

11

FINANCIAL HIGHLIGHTS (continued)

       
   
  

Year Ended August 31,

Class Y Shares

 

2024

2023

2022

2021

2020

Per Share Data ($):

      

Net asset value, beginning of period

 

56.18

44.94

87.21

72.90

50.08

Investment Operations:

      

Net investment income (loss)a

 

(.26)

(.17)

(.40)

(.43)

.03

Net realized and unrealized
gain (loss) on investments

 

17.50

11.41

(28.99)

18.42

29.60

Total from Investment Operations

 

17.24

11.24

(29.39)

17.99

29.63

Distributions:

      

Dividends from net realized
gain on investments

 

-

-

(12.88)

(3.68)

(6.81)

Net asset value, end of period

 

73.42

56.18

44.94

87.21

72.90

Total Return (%)

 

30.69

25.01

(39.84)

25.43

67.91

Ratios/Supplemental Data (%):

      

Ratio of total expenses
to average net assets

 

.86

1.03

.87

.85

.88

Ratio of net expenses
to average net assets

 

.82

.90

.87

.85

.88

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

 

(.40)

(.38)

(.51)

(.55)

.05

Portfolio Turnover Rate

 

21.29

54.77

43.78

54.26

70.24

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

 

16

12

67

399

319

a Based on average shares outstanding.

See notes to financial statements.

12

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Technology Growth Fund (the “fund”) is a separate diversified series of BNY Mellon Advantage 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 seven series, including the fund. The fund’s investment objective is to seek capital appreciation. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY”), serves as the fund’s investment adviser. Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”), an indirect wholly-owned subsidiary of BNY and an affilate of the Adviser, serves as the fund’s sub-adviser. NIMNA has entered into a sub-sub-investment advisory agreement with its affiliate, Newton Investment Management Limited (“NIM”), which enables NIM to provide certain advisory services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services. NIM is subject to the supervision of NIMNA and the Adviser. NIM is also an affiliate of the Adviser. NIM, located at 160 Queen Victoria Street, London, EC4V, 4LA, England, was formed in 1978. NIM is an indirect subsidiary of BNY.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. The fund is authorized to issue 700 million shares of $.001 par value Common Stock. The fund currently has authorized four classes of shares: Class A (200 million shares authorized), Class C (100 million shares authorized), Class I (250 million shares authorized), and Class Y (150 million shares authorized). Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including BNY and its affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class I and Class Y shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

As of August 31, 2024, MBC Investments Corporation, an indirect subsidiary of BNY, held all of the outstanding Class Y shares of the fund.

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 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.

13

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

The Company’s Board of Directors (the “Board”) has designated the Adviser as the fund’s valuation designee to make all fair value determinations with respect to the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.

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

Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.

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

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the 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.

Investment in private equity securities will be fair valued by the Board in accordance with valuation procedures approved by the Board. Those portfolio valuations will be based on unobservable inputs and certain assumptions about how market participants would price the instrument. The fund expects that inputs into the determination of fair value of those investments will require significant management judgment or estimation. Because valuations may fluctuate over short periods of time and may be based on estimates, fair value determinations may differ materially from the value received in an actual transaction. Additionally, valuations of private companies are inherently uncertain. The fund’s net asset value could be adversely affected if the fund’s determinations regarding the fair value of those investments were materially higher or lower than the values that it ultimately realized upon the disposal of such investments. These securities are categorized within Level 3 of the fair value hierarchy.

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

The following is a summary of the inputs used as of August 31, 2024 in valuing the fund’s investments:

14

       
 

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

364,533,685

-

 

-

364,533,685

 

Equity Securities - Private Equity

-

-

 

3,144,775

3,144,775

 

Investment Companies

14,461,890

-

 

-

14,461,890

 

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

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

  
 

Equity Securities-Private Equity ($)

Balance as of 8/31/2023†

2,447,260

Purchases/Issuances

149,646

Sales/Dispositions

-

Net realized gain (loss)

-

Change in unrealized appreciation (depreciation)

547,869

Transfers into Level 3

-

Transfers out of Level 3

-

Balances as of 8/31/2024†

3,144,775

The amount of total net realized gains (loss) for the period included in earnings attributable to the net change in unrealized appreciation (depreciation) relating to investments still held at 8/31/2024

547,869

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

The following table summarizes the significant unobservable inputs the fund used to value its investment categorized within Level 3 as of August 31, 2024. In addition to the techniques and inputs noted in the table below, according to the fund’s valuation policy, other valuation techniques and methodologies when determining the fund’s fair value measurements may be used. The below table is not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they are to the fund’s determination of fair values.

       
    

Range

Asset Category-

Issuer Name

Value ($)

Valuation
Techniques/
Methodologies

Unobservable
Inputs

Low

High

Median

Private Equity:

      

Databricks,
Ser. H

2,756,053

Public

Comparables/
Enterprise Value

Enterprise Value

as Multiple

of Revenue

6.9x

12.5x

7.9x

Databricks,
Ser. I

175,992

Public

Comparables/
Enterprise Value

Enterprise Value

as Multiple

of Revenue

6.9x

12.5x

7.9x

Roofstock,
Ser. H

212,730

Public

Comparables/
Enterprise Value

Enterprise Value

as Multiple

of Revenue

0.2x

11.1x

2.8x

(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.

15

NOTES TO FINANCIAL STATEMENTS (continued)

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 August 31, 2024, if any, are disclosed in the fund’s Statement of Assets and Liabilities.

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

Pursuant to a securities lending agreement with BNY, 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. Any non-cash collateral received cannot be sold or re-pledged by the fund, except in the event of borrower default. The securities on loan, if any, are also disclosed in the fund’s Statement of Investments. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, BNY 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 August 31, 2024, BNY earned $1,509 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

For financial reporting purposes, the fund elects not to offset assets and liabilities subject to a securities lending agreement, if any, in the Statement of Assets and Liabilities. Therefore, all qualifying transactions are presented on a gross basis in the Statement of Assets and Liabilities. As of August 31, 2024, the fund had securities lending and the impact of netting of assets and liabilities and the offsetting of collateral pledged or received, if any, based on contractual netting/set-off provisions in the securities lending agreement are detailed in the following table:

       

 

 

 

Assets ($)

  

Liabilities ($)

 

Securities Lending

 

3,199,891

 

-

 

Total gross amount of assets and
liabilities in the Statement
of Assets and Liabilities

 

3,199,891

 

-

 

Collateral (received)/posted not offset
in the Statement of
Assets and Liabilities

 

(3,199,891)

1 

-

 

Net amount

 

-

 

-

 

1

The value of the related collateral received by the fund normally exceeded the value of the securities loaned by the fund pursuant to the securities lending agreement. In addition, the value of collateral may include pending sales that are also on loan. See Statement of Investments for detailed information regarding collateral received for open securities lending.

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

(e) Market Risk: The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed-income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide.

16

Foreign Investment Risk: To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social and economic factors affecting investments in foreign issuers. Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards.

Technology Company Risk: The technology sector has been among the most volatile sectors of the stock market. Because the fund’s investments are concentrated in the technology sector, its performance will be significantly affected by developments in that sector. Technology companies, especially small-cap technology companies, involve greater risk because their revenue and/or earnings tend to be less predictable (and some companies may be experiencing significant losses) and their share prices tend to be more volatile. Certain technology companies may have limited product lines, markets or financial resources, or may depend on a limited management group. In addition, these companies are strongly affected by worldwide technological developments, and their products and services may not be economically successful or may quickly become outdated. Investor perception may play a greater role in determining the day-to-day value of tech stocks than it does in other sectors. Fund investments made in anticipation of future products and services may decline dramatically in value if the anticipated products or services are delayed or cancelled. The risks associated with technology companies are magnified in the case of small-cap technology companies. The shares of smaller technology companies tend to trade less frequently than those of larger, more established companies, which can have an adverse effect on the pricing of these securities and on the fund’s ability to sell these securities.

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

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

As of and during the period ended August 31, 2024, 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 August 31, 2024, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended August 31, 2024 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At August 31, 2024, the components of accumulated earnings on a tax basis were as follows: undistributed capital gains $11,213,987 and unrealized appreciation $169,875,889. In addition, the fund had $1,865,382 of late year ordinary losses deferred for tax purposes to the first day of the following fiscal year.

During the period ended August 31, 2024, as a result of permanent book to tax differences, primarily due to the tax treatment for net operating losses, the fund increased total distributable earnings (loss) by $1,750,812 and decreased paid-in capital by the same amount. Net assets and net asset value per share were not affected by this reclassification.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $738 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY (the “BNY Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $618 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $120 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. Prior to September 27, 2023, the Citibank Credit Facility was $823.5 million with Tranche A available in an amount equal to $688.5 million and Tranche B available in an amount equal to $135 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNY Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended August 31, 2024, the fund did not borrow under either Facility.

17

NOTES TO FINANCIAL STATEMENTS (continued)

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

(a) Pursuant to a management agreement with the Adviser, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly. The Adviser had contractually agreed from September 1, 2023 through December 30, 2023, to waive receipt of a portion of its management fee in the amount of .10% of the value of the fund’s average daily net assets. On December 30, 2023, the Adviser terminated this waiver agreement. The reduction in expenses, pursuant to the undertaking, amounted to $99,411 during the period ended August 31, 2024.

Pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .36% of the value of the fund’s average daily net assets.

During the period ended August 31, 2024, the Distributor retained $4,217 from commissions earned on sales of the fund’s Class A shares and $1,119 from CDSC fees on redemptions of the fund’s Class C shares.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments are made. During the period ended August 31, 2024, Class C shares were charged $23,744 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended August 31, 2024, Class A and Class C shares were charged $804,257 and $7,915, respectively, pursuant to the Shareholder Services Plan.

The fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY and an affiliate of the Adviser, whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement of Operations.

The fund has an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY and an affiliate of the Adviser, whereby the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.

The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services for the fund. The majority of Transfer Agent fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended August 31, 2024, the fund was charged $86,183 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $49,932.

The fund compensates the Custodian, under a custody agreement, for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended August 31, 2024, the fund was charged $6,541 pursuant to the custody agreement.

During the period ended August 31, 2024, the fund was charged $21,123 for services performed by the fund’s Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: Management fee of $234,754, Distribution Plan fees of $2,291, Shareholder Services Plan fees of $71,987, Custodian fees of $2,546, Chief Compliance Officer fees of $2,882 and Transfer Agent fees of $19,495.

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

18

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities during the period ended August 31, 2024, amounted to $72,654,543 and $102,921,929, respectively.

At August 31, 2024, the cost of investments for federal income tax purposes was $212,264,633; accordingly, accumulated net unrealized appreciation on investments was $169,875,717, consisting of $173,143,425 gross unrealized appreciation and $3,267,708 gross unrealized depreciation.

19

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon Technology Growth Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Technology Growth Fund (the “Fund”) (one of the funds constituting BNY Mellon Advantage Funds, Inc. (the “Company”)), including the statement of investments, as of August 31, 2024, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting BNY Mellon Advantage Funds, Inc.) at August 31, 2024, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2024, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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

New York, New York
October 23, 2024

20

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment

Companies. (Unaudited)

N/A

21

Item 9. Proxy Disclosures for Open-End Management Investment Companies. (Unaudited)

N/A

22

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies. (Unaudited)

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. Directors fees paid by the fund are within Item 7. Statement of Operations as Directors’ fees and expenses.

23

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract. (Unaudited)

At a meeting of the fund’s Board of Directors (the “Board”) held on March 5-6, 2024, 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 Sub-Investment Advisory Agreement, pursuant to which Newton Investment Management North America, LLC (the “Sub-Adviser” or “NIMNA”) provides day-to-day management of the fund’s investments, and the Sub-Sub-Investment Advisory Agreement (collectively with the Management Agreement and Sub-Investment Advisory Agreement, the “Agreements”) between NIMNA and Newton Investment Management Limited (“NIM”), pursuant to which NIMNA may use the investment advisory personnel, resources and capabilities available at its sister company, NIM, in providing the day-to-day management of the fund’s investments. The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Adviser and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered several factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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, as well as the Adviser’s supervisory activities over the Sub-Adviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data based on classifications provided by Thomson Reuters Lipper (“Lipper”), which included information comparing (1) the performance of the fund’s Class I shares with the performance of a group of institutional science and technology 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 science and technology funds (the “Performance Universe”), all for various periods ended December 31, 2023, 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 funds consisting of all institutional science and technology funds, excluding outliers (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Adviser previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Performance Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations and policies that may be applicable to the fund and comparison funds and the end date selected. The Board also considered the fund’s performance in light of overall financial market conditions. The Board discussed with representatives of the Adviser and the Sub-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, except for the one-year period when the fund’s total return performance was above the Performance Group and Performance Universe medians. The Board discussed with representatives of the Adviser and the Sub-Adviser the reasons for the fund’s underperformance versus the Performance Group and Performance Universe during certain periods under review and noted that the portfolio managers assumed responsibility for managing the fund’s portfolio in March and October 2022. The Adviser also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

24

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

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

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

The Board considered the fee payable to the Sub-Adviser in relation to the fee payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser. The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its fee from the fund, and not the fund.

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

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

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

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

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

25

 

· The Board concluded that the fees paid to the Adviser and the Sub-Adviser continued to be appropriate under the circumstances and in light of the factors 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 Management Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

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

26

 

  

© 2024 BNY Mellon Securities Corporation

Code-0255NCSRAR0824

 

 

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

  Not applicable.

Item 13. Portfolio Managers for Closed-End Management Investment Companies.

  Not applicable.

Item 14. Purchases of Equity Securities By Closed-End Management Investment Companies and Affiliated Purchasers.

 Not applicable.

Item 15. Submission of Matters to a Vote of Security Holders.

 There have been no material changes to the procedures applicable to Item 15.

Item 16. 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 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

  Not applicable.

Item 18. Recovery of Erroneously Awarded Compensation.

  Not applicable.

Item 19. Exhibits.

  (a)(1) Code of ethics referred to in Item 2.

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

  (a)(3) Not applicable.

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

SIGNATURES

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

BNY Mellon Advantage Funds, Inc.

By: /s/ David J. DiPetrillo

 David J. DiPetrillo

 President (Principal Executive Officer)

Date: October 17, 2024

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

By: /s/ David J. DiPetrillo

 David J. DiPetrillo

 President (Principal Executive Officer)

Date: October 17, 2024

By: /s/ James Windels

 James Windels

 Treasurer (Principal Financial Officer)

Date: October 17, 2024

EXHIBIT INDEX

 (a)(1) Code of Ethics referred to in Item 2.

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

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

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THE BNY MELLON FAMILY OF FUNDS

BNY MELLON FUNDS TRUST

Principal Executive Officer and Senior Financial Officer

Code of Ethics

I. Covered Officers/Purpose of the Code

This code of ethics (the "Code"), adopted by the funds in the BNY Mellon Family of Funds and BNY Mellon Funds Trust (each, a "Fund"), applies to each Fund's Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, or other persons performing similar functions, each of whom is listed on Exhibit A (the "Covered Officers"), for the purpose of promoting:

· honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

· full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Fund;

· compliance with applicable laws and governmental rules and regulations;

· the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

· accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as "affiliated persons" of the Fund. The compliance programs and procedures of the Fund and the Fund's investment adviser (the "Adviser") are designed to prevent, or identify and correct, violations of these provisions. The Code does not, and is not intended to, repeat or replace these programs and procedures, and the circumstances they cover fall outside of the parameters of the Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund and the Adviser of which the Covered Officers are also officers or employees. As a result, the Code recognizes that the Covered Officers, in the ordinary course of their duties (whether formally for the Fund or for the Adviser, or for both), will be involved in establishing policies and implementing decisions that will have different effects on the Adviser and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the Adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Fund and, if addressed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, will be deemed to have been handled ethically. In addition, it is

recognized by the Fund's Board that the Covered Officers also may be officers or employees of one or more other investment companies covered by this or other codes of ethics.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. Covered Officers should keep in mind that the Code cannot enumerate every possible scenario. The overarching principle of the Code is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.

Each Covered Officer must:

· not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

· not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; and

· not retaliate against any employee or Covered Officer for reports of potential violations that are made in good faith.

III. Disclosure and Compliance

· Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fund within his area of responsibility;

· each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund's Board members and auditors, and to governmental regulators and self-regulatory organizations;

· each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fund and the Adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

· it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability

Each Covered Officer must:

· upon adoption of the Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code;

· annually thereafter affirm to the Board that he has complied with the requirements of the Code; and

· notify the Adviser's General Counsel (the "General Counsel") promptly if he knows of any violation of the Code. Failure to do so is itself a violation of the Code.

The General Counsel is responsible for applying the Code to specific situations in which questions are presented under it and has the authority to interpret the Code in any particular situation. However, waivers sought by any Covered Officer will be considered by the Fund's Board.

The Fund will follow these procedures in investigating and enforcing the Code:

· the General Counsel will take all appropriate action to investigate any potential violations reported to him;

· if, after such investigation, the General Counsel believes that no violation has occurred, the General Counsel is not required to take any further action;

· any matter that the General Counsel believes is a violation will be reported to the Board;

· if the Board concurs that a violation has occurred, it will consider appropriate action, which may include: review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Adviser or its board; or dismissal of the Covered Officer;

· the Board will be responsible for granting waivers, as appropriate; and

· any waivers of or amendments to the Code, to the extent required, will be disclosed as provided by SEC rules.

V. Other Policies and Procedures

The Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. The Fund's, its principal underwriter's and the Adviser's codes of ethics under Rule 17j-1 under the Investment Company Act and the Adviser's additional policies and procedures, including its Code of Conduct, are separate requirements applying to the Covered Officers and others, and are not part of the Code.

VI. Amendments

Except as to Exhibit A, the Code may not be amended except in written form, which is specifically approved or ratified by a majority vote of the Fund's Board, including a majority of independent Board members.

VII. Confidentiality

All reports and records prepared or maintained pursuant to the Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or the Code, such matters shall not be disclosed to anyone other than the appropriate Funds and their counsel, the appropriate Boards (or Committees) and their counsel and the Adviser.

VIII. Internal Use

The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.

Dated as of: January 14, 2021

Exhibit A

Persons Covered by the Code of Ethics

   

David J. DiPetrillo

President

(Principal Executive Officer, BNY Mellon Family of Funds)

   

Patrick T. Crowe

President

(Principal Executive Officer, BNY Mellon Funds Trust)

   

James M. Windels

Treasurer

(Principal Financial and Accounting Officer)

[EX-99.CERT]—Exhibit (a)(2)

SECTION 302 CERTIFICATION

I, David J. DiPetrillo, certify that:

1. I have reviewed this report on Form N-CSR of BNY Mellon Advantage 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 J. DiPetrillo

  David J. DiPetrillo

  President (Principal Executive Officer)

 Date: October 17, 2024

SECTION 302 CERTIFICATION

I, James Windels, certify that:

1. I have reviewed this report on Form N-CSR of BNY Mellon Advantage 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: October 17, 2024

[EX-99.906CERT]

Exhibit (b)

SECTION 906 CERTIFICATIONS

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

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

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

 By: /s/ David J. DiPetrillo

  David J. DiPetrillo

  President (Principal Executive Officer)

 Date: October 17, 2024

 By: /s/ James Windels

  James Windels

  Treasurer (Principal Financial Officer)

 Date: October 17, 2024

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