N-CSR 1 lp1078.htm ANNUAL REPORTS lp1078.htm - Generated by SEC Publisher for SEC Filing

 

 

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number

811-05883

 

 

 

BNY Mellon Index Funds, Inc.

 

 

(Exact name of Registrant as specified in charter)

 

 

 

 

 

 

c/o BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, New York  10286

 

 

(Address of principal executive offices)        (Zip code)

 

 

 

 

 

Bennett A. MacDougall, Esq.

240 Greenwich Street

New York, New York  10286

 

 

(Name and address of agent for service)

 

 

Registrant's telephone number, including area code: 

(212) 922-6400

 

 

Date of fiscal year end:

 

10/31

 

Date of reporting period:

10/31/2020

 

 

 

 

             

 


 

FORM N-CSR

Item 1.             Reports to Stockholders.

 


 

BNY Mellon International Stock Index Fund

 

ANNUAL REPORT

October 31, 2020

 

 

 

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

 

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

 

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

 

Contents

THE FUND

FOR MORE INFORMATION

 

Back Cover

 

       
 


BNY Mellon International Stock Index Fund

 

The Fund

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

Dear Shareholder:

We are pleased to present this annual report for BNY Mellon International Stock Index Fund, covering the 12-month period from November 1, 2019 through October 31, 2020. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

Accommodative rate policies from the U.S. Federal Reserve (the “Fed”) and progress towards a U.S./China trade deal stoked optimism about future economic growth prospects the final months of 2019, fueling an equity rally. As we entered 2020, optimism turned to concern as COVID-19 began to spread across portions of Asia and Europe. When the virus reached the U.S. in March 2020, stocks became volatile. U.S. equities posted historic losses during the month due to investor concern over the economic impact of a widespread quarantine. Global central banks and governments launched emergency stimulus measures to support their respective economies, and equity valuations began to rebound, trending upward until the fall. Volatility returned in September 2020 and continued through October, as concerns over rising COVID-19 infection rates, continued trade tensions, the U.S. Congress’ failure to pass additional financial assistance and anxiety over the upcoming U.S. election constrained equity valuations.

In fixed-income markets, interest rates were heavily influenced by changes in Fed policy and investor concern over COVID-19. In 2019, as stocks rallied in response to Fed rate cuts, risk-asset valuations also rose while Treasuries lagged. When COVID-19 began to emerge, a flight to quality ensued, and Treasury rates fell significantly. The Fed cut rates twice in March 2020, resulting in an overnight lending target rate of nearly zero, and the government launched a large stimulus package. Risk-asset prices began to rebound, and bond indices generally rose until September 2020, when investment-grade instrument prices stalled. Yields in the intermediate and long portions of the Treasury curve rose during October, further constraining bond prices.

We believe the near-term outlook for the U.S. will be challenging, as the country continues to battle COVID-19. As always, we will monitor relevant data for meaningful developments. We encourage you to discuss the risks and opportunities in today’s investment environment with your financial advisor.

Thank you for your continued confidence and support.

Sincerely,

Renee LaRoche-Morris
President
BNY Mellon Investment Adviser, Inc.
November 16, 2020

2

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from November 1, 2019 through October 31, 2020, as provided by Thomas J. Durante, CFA, David France, CFA, Todd Frysinger, CFA, Vlasta Sheremeta, CFA, Michael Stoll, and Marlene Walker Smith, Portfolio Managers

Market and Fund Performance Overview

For the 12-month period ended October 31, 2020, the BNY Mellon International Stock Index Fund Class I shares produced a total return of -6.78%, and its Investor shares returned -7.01%.1 This compares with a -6.86% total return for the fund’s benchmark, the MSCI EAFE Index (the “Index”), during the same period.2

International stocks fell during the period, due in part to volatility stemming from the COVID-19 pandemic. The difference in returns between the fund and the Index was primarily the result of transaction costs and operating expenses that are not reflected in the Index’s results.

The Fund’s Investment Approach

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

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

Central Bank Policy and COVID-19 Influence Markets

Equities gained over the end of 2019, as investor optimism regarding trade and future economic growth prospects bolstered sentiment. Continued accommodative policies by the U.S. Federal Reserve (the “Fed”), coupled with encouraging economic data releases, worked to fuel a risk-on environment. Greater certainty as to the timing of Brexit was also forthcoming and aided investor optimism. In addition, as the year-end approached, both the U.S. and China indicated that a ‘Phase-One’ trade deal would be signed in early 2020.

Markets gave way to extreme risk aversion in early 2020, as the global scope of the COVID-19 pandemic became apparent. Equity valuations in the U.S. remained robust throughout January and February 2020, while markets in areas that experienced the virus earlier, such as China, began to experience volatility closer to the start of the calendar year. Financial markets also had to contend with a second major shock in the form of an oil-price war between Saudi Arabia and Russia, which caused oil prices to fall precipitously in March 2020. Worldwide, governments and central banks launched an unprecedented array of fiscal initiatives that sought to offset the economic impact of widespread lockdown measures and bolster asset prices. The intervention provided comfort to investors, and indices began to rally towards the end of March 2020. Supported by the intervention, equities generally went

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

on to stage a recovery that lasted through August 2020. However, the recovery was company and sector specific, as several industries that remained affected by COVID-19 prevention procedures did not fully participate. In September, volatility crept back into equity markets, as increasing COVID-19 infection rates began to concern investors. By October, several countries had begun to reinstitute some degree of behavioral restriction among residents in order to stem the spread of the virus. In addition, mounting political rhetoric in the U.S. due to the election, renewed trade difficulties between the U.S. and China, and other geopolitical events stoked investor anxiety. Stocks continued to exhibit volatility through the end of the period.

Financials Sector Constrains Index Returns

The financials sector struggled most during the 12 months. It is the largest sector of the Index and drove its performance downward during the periods of volatility. Banks were particularly hard hit, due in part to their lending exposure to airlines, retail chains and energy companies. Investor concern over these companies’ ability to repay their debts put downward pressure on stock prices. Banks based in the United Kingdom (UK) historically have derived a lot of their revenue from business in China, which decreased substantially during the period. In addition, the UK has failed to reach terms with the European Union (EU) regarding its future financial or trade relationship post-Brexit, further concerning investors. The energy sector saw significant volatility and also underperformed the broader market. A rift between Saudi Arabia and Russia caused the price of oil to plummet in March. It later stabilized but remains low due to decreased demand stemming from reduced business and commuter travel. Within real estate, reduced corporate demand for office space, due to the work-from-home trend, has hurt commercial REITs. Real estate securities investing in Tokyo-based properties have also suffered. When the area anticipated hosting the Olympics, a lot of building occurred. It was anticipated that after the games, the properties would be sold and used for other purposes. The delay of the Tokyo games has caused large financial losses relating to these unused and unsold properties. Retail spaces are also experiencing pressure due to decreased foot traffic.

Conversely, the health care sector provided a tailwind for international markets. Swiss pharmaceutical companies outperformed the broader market, due in part to their production of diagnostic tests. The COVID-19 outbreak caused a sharp increase in demand for diagnostic testing kits, which these companies were able to produce. In addition, European drug companies export large amounts of medicine to emerging-market countries. Demand for these products was strong during the 12 months. Japan-based health care companies also saw strong demand for their products and healthy returns due to the aging population. Telemedicine companies posted some of the best results. The information technology sector also performed well relative to the other Index sectors. Japan-based semiconductor and microchip companies were among the leading companies, as large quantities of exports to China helped drive revenues. Global payment processing companies generally posted positive results as well, benefiting from the shop-from-home trend that has been amplified by the pandemic.

Replicating the Performance of the Index

Although we do not actively manage the fund’s investments in response to macroeconomic trends, it is worth noting that while the spread of COVID-19 and resulting economic

4

 

implications continue to impact markets and the economy, central banks and governments across the globe remain dedicated to supporting capital markets and the economy with various fiscal and monetary techniques. As always, we continue to monitor factors that affect the fund’s investments.

November 16, 2020

1 Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future results. Share price, yield and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.

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

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

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

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

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

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

Diversification cannot assure a profit or protect against loss.

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

5

 

FUND PERFORMANCE (Unaudited)

Comparison of change in value of a $10,000 investment in Investor shares and Class I shares of BNY Mellon International Stock Index Fund with a hypothetical investment of $10,000 in the MSCI EAFE Index (the “Index”)

 Source: Lipper Inc.

†† The total return figures presented for Class I shares of the fund reflect the performance of the fund’s Investor shares for the period prior to 8/31/16 (the inception date for Class I shares).

Past performance is not predictive of future performance.

The above graph compares a hypothetical investment of $10,000 made in each of the Investor shares and Class I shares of BNY Mellon International Stock Index Fund on 10/31/10 to a hypothetical investment of $10,000 made in the Index on that date. All dividends and capital gain distributions are reinvested.

The fund’s performance shown in the line graph above takes into account all applicable fees and expenses. The Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

6

 

           
 

Average Annual Total Returns as of 10/31/2020

 

Inception Date

1 Year

5 Years

10 Years

Investor Shares

6/30/97

-7.01%

2.52%

3.41%

Class I Shares

8/31/16

-6.78%

2.74%

3.52%

MSCI EAFE Index

 

-6.86%

2.85%

3.82%

 The total return performance figures presented for Class I shares of the fund reflect the performance of the fund’s Investor shares for the period prior to 8/31/16 (the inception date for Class I shares).

The performance data quoted represents past performance, which is no guarantee of future results. Share price and investment return fluctuate and an investor’s shares may be worth more or less than original cost upon redemption. Current performance may be lower or higher than the performance quoted. Go to www.bnymellonim.com/us for the fund’s most recent month-end returns.

The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

7

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

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

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon International Stock Index Fund from May 1, 2020 to October 31, 2020. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

         

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended October 31, 2020

 

 

 

 

 

 

 

 

Investor Shares

Class I

 

Expense paid per $1,000

$3.15

$1.84

 

Ending value (after expenses)

$1,090.10

$1,091.50

 

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

Using the SEC’s method to compare expenses

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

         

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended October 31, 2020

 

 

 

 

 

 

 

 

Investor Shares

Class I

 

Expense paid per $1,000

$3.05

$1.78

 

Ending value (after expenses)

$1,022.12

$1,023.38

 

Expenses are equal to the fund’s annualized expense ratio of .60% for Investor Shares and .35% for Class I, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

8

 

STATEMENT OF INVESTMENTS

October 31, 2020

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3%

         

Australia - 6.8%

         

Afterpay

     

7,704

a

522,950

 

AGL Energy

     

22,924

 

201,681

 

AMP

     

120,305

 

129,568

 

Ampol

     

9,138

 

167,287

 

APA Group

     

42,170

 

312,289

 

Aristocrat Leisure

     

21,263

 

430,753

 

ASX

     

7,017

 

394,178

 

Aurizon Holdings

     

67,294

 

179,102

 

AusNet Services

     

70,233

 

98,662

 

Australia & New Zealand Banking Group

     

102,788

 

1,366,917

 

BHP Group

     

106,973

 

2,572,258

 

BHP Group

     

77,394

 

1,502,055

 

BlueScope Steel

     

18,173

 

188,252

 

Brambles

     

56,175

 

380,065

 

CIMIC Group

     

3,476

a

52,796

 

Coca-Cola Amatil

     

19,430

 

170,255

 

Cochlear

     

2,443

 

365,990

 

Coles Group

     

48,574

 

607,611

 

Commonwealth Bank of Australia

     

64,305

 

3,134,893

 

Computershare

     

18,642

 

159,959

 

Crown Resorts

     

13,142

 

76,736

 

CSL

     

16,496

 

3,352,748

 

Dexus

     

38,782

 

235,464

 

Evolution Mining

     

60,150

 

235,660

 

Fortescue Metals Group

     

61,130

 

749,519

 

Goodman Group

     

60,659

 

786,833

 

Insurance Australia Group

     

82,365

 

277,630

 

LendLease Group

     

23,781

 

200,564

 

Macquarie Group

     

12,189

 

1,090,156

 

Magellan Financial Group

     

4,531

 

176,652

 

Medibank Private

     

98,720

 

185,887

 

Mirvac Group

     

143,477

 

213,660

 

National Australia Bank

     

115,885

 

1,523,512

 

Newcrest Mining

     

29,146

 

601,776

 

Northern Star Resources

     

27,654

 

290,209

 

Oil Search

     

76,186

 

138,590

 

Orica

     

14,150

 

152,508

 

Origin Energy

     

66,513

 

188,143

 

Qantas Airways

     

29,853

 

88,438

 

QBE Insurance Group

     

54,837

 

319,537

 

Ramsay Health Care

     

6,665

 

293,327

 

9

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Australia - 6.8% (continued)

         

REA Group

     

2,009

 

167,813

 

Santos

     

64,859

 

217,002

 

Scentre Group

     

194,563

 

288,693

 

SEEK

     

12,413

b

188,520

 

Sonic Healthcare

     

16,516

 

405,312

 

South32

     

173,462

 

248,953

 

Stockland

     

87,252

 

237,134

 

Suncorp Group

     

46,396

 

269,281

 

Sydney Airport

     

48,589

 

186,741

 

Tabcorp Holdings

     

77,611

 

180,183

 

Telstra

     

155,327

 

293,622

 

The GPT Group

     

74,002

 

210,481

 

TPG Telecom

     

13,924

a

70,234

 

Transurban Group

     

99,968

 

950,420

 

Treasury Wine Estates

     

25,568

 

164,976

 

Vicinity Centres

     

134,226

 

114,722

 

Washington H Soul Pattinson & Co.

     

3,612

c

64,593

 

Wesfarmers

     

41,088

 

1,332,415

 

Westpac Banking

     

130,992

 

1,669,291

 

WiseTech Global

     

4,994

 

101,323

 

Woodside Petroleum

     

34,976

 

433,201

 

Woolworths Group

     

45,757

 

1,231,696

 
       

33,141,676

 

Austria - .2%

         

ANDRITZ

     

2,715

 

91,468

 

Erste Group Bank

     

10,498

 

215,816

 

OMV

     

5,493

 

126,777

 

Raiffeisen Bank International

     

5,877

 

84,811

 

Verbund

     

2,626

 

151,092

 

Voestalpine

     

4,408

 

122,469

 
       

792,433

 

Belgium - .9%

         

Ageas

     

6,228

 

250,741

 

Anheuser-Busch InBev

     

27,916

 

1,449,662

 

Colruyt

     

1,939

 

114,780

 

Elia Group

     

1,103

 

106,770

 

Galapagos

     

1,585

a,c

187,252

 

Groupe Bruxelles Lambert

     

1,430

 

117,271

 

Groupe Bruxelles Lambert

     

2,740

 

224,385

 

KBC Group

     

8,974

 

443,971

 

Proximus

     

5,579

 

108,490

 

Sofina

     

552

 

143,410

 

Solvay

     

2,708

 

219,886

 

10

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Belgium - .9% (continued)

         

Telenet Group Holding

     

1,731

 

66,557

 

UCB

     

4,690

 

461,492

 

Umicore

     

7,109

 

273,695

 
       

4,168,362

 

Chile - .0%

         

Antofagasta

     

14,773

 

197,142

 

China - .1%

         

BeiGene, ADR

     

1,485

a,c

440,332

 

Microport Scientific

     

24,000

 

84,817

 

Yangzijiang Shipbuilding Holdings

     

85,600

 

57,896

 
       

583,045

 

Denmark - 2.6%

         

Ambu, Cl. B

     

5,971

c

181,208

 

AP Moller - Maersk, Cl. A

     

117

 

172,810

 

AP Moller - Maersk, Cl. B

     

237

 

379,097

 

Carlsberg, Cl. B

     

3,781

 

478,840

 

Chr. Hansen Holding

     

3,902

 

393,104

 

Coloplast, Cl. B

     

4,331

 

632,369

 

Danske Bank

     

24,944

 

331,872

 

Demant

     

3,761

a,c

118,554

 

DSV Panalpina

     

7,578

 

1,227,927

 

Genmab

     

2,384

a

795,070

 

GN Store Nord

     

4,775

 

343,887

 

H. Lundbeck

     

2,476

 

69,773

 

Novo Nordisk, Cl. B

     

62,580

 

4,002,102

 

Novozymes, Cl. B

     

7,701

 

463,339

 

Orsted

     

6,920

d

1,099,343

 

Pandora

     

3,624

 

287,337

 

Tryg

     

4,663

 

129,458

 

Vestas Wind Systems

     

7,209

 

1,232,310

 
       

12,338,400

 

Finland - 1.2%

         

Elisa

     

5,062

 

249,099

 

Fortum

     

16,195

 

304,931

 

Kone, Cl. B

     

12,433

 

989,893

 

Neste

     

15,454

 

807,206

 

Nokia

     

206,424

a

692,945

 

Nordea Bank

     

2,007

a

15,136

 

Nordea Bank

     

115,125

a

864,877

 

Orion, Cl. B

     

3,918

 

167,737

 

Sampo, Cl. A

     

16,991

 

641,421

 

Stora Enso, Cl. R

     

21,606

 

315,512

 

UPM-Kymmene

     

19,432

 

549,521

 

11

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Finland - 1.2% (continued)

         

Wartsila

     

17,181

 

136,580

 
       

5,734,858

 

France - 10.2%

         

Accor

     

7,295

 

187,160

 

Aeroports de Paris

     

1,018

 

99,909

 

Air Liquide

     

17,189

 

2,516,008

 

Airbus

     

21,321

 

1,566,118

 

Alstom

     

6,966

a

312,638

 

Amundi

     

2,291

d

150,404

 

Arkema

     

2,509

 

246,048

 

Atos

     

3,575

 

244,408

 

AXA

     

70,031

 

1,131,353

 

BioMerieux

     

1,511

 

225,565

 

BNP Paribas

     

41,210

 

1,444,951

 

Bollore

     

34,337

 

123,196

 

Bouygues

     

8,588

 

281,960

 

Bureau Veritas

     

11,093

 

244,444

 

Capgemini

     

5,873

 

679,269

 

Carrefour

     

22,115

 

344,701

 

Cie de Saint-Gobain

     

18,676

 

732,650

 

Cie Generale des Etablissements Michelin

     

6,247

 

674,422

 

CNP Assurances

     

6,406

 

72,535

 

Covivio

     

1,790

 

106,640

 

Credit Agricole

     

42,696

 

339,743

 

Danone

     

22,367

 

1,236,272

 

Dassault Aviation

     

84

 

70,350

 

Dassault Systemes

     

4,775

 

816,314

 

Edenred

     

8,903

 

415,723

 

Eiffage

     

3,157

 

230,164

 

Electricite de France

     

23,439

 

272,426

 

Engie

     

66,733

 

808,912

 

EssilorLuxottica

     

10,415

 

1,290,335

 

Eurazeo

     

1,454

 

66,184

 

Faurecia

     

2,662

 

101,132

 

Gecina

     

1,674

 

208,355

 

Getlink

     

15,593

 

209,772

 

Hermes International

     

1,147

 

1,068,857

 

ICADE

     

1,199

 

60,837

 

Iliad

     

557

 

107,782

 

Ingenico Group

     

2,267

 

326,653

 

Ipsen

     

1,448

 

131,882

 

JCDecaux

     

3,285

 

50,869

 

12

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

France - 10.2% (continued)

         

Kering

     

2,748

 

1,662,549

 

Klepierre

     

7,777

c

99,186

 

La Francaise des Jeux SAEM

     

3,066

d

115,007

 

Legrand

     

9,744

 

721,337

 

L'Oreal

     

9,141

 

2,960,398

 

LVMH

     

10,097

 

4,740,339

 

Natixis

     

35,764

 

83,776

 

Orange

     

73,540

 

826,279

 

Orpea

     

1,918

 

192,139

 

Pernod Ricard

     

7,693

 

1,241,434

 

Peugeot

     

21,083

 

379,242

 

Publicis Groupe

     

7,800

 

271,715

 

Remy Cointreau

     

797

 

134,719

 

Renault

     

6,851

 

169,751

 

Safran

     

11,728

 

1,246,303

 

Sanofi

     

41,079

 

3,713,513

 

Sartorius Stedim Biotech

     

1,000

 

380,608

 

Schneider Electric

     

20,073

 

2,439,517

 

SCOR

     

5,857

 

142,831

 

SEB

     

789

 

128,410

 

Societe Generale

     

29,384

 

401,272

 

Sodexo

     

3,282

 

210,942

 

Suez

     

12,712

 

233,417

 

Teleperformance

     

2,118

 

637,248

 

Thales

     

3,920

 

255,610

 

Total

     

89,762

 

2,718,251

 

Ubisoft Entertainment

     

3,308

a

292,230

 

Unibail-Rodamco-Westfield

     

5,127

c

208,570

 

Valeo

     

8,201

 

248,716

 

Veolia Environnement

     

19,941

 

371,939

 

Vinci

     

18,679

 

1,478,099

 

Vivendi

     

29,998

c

867,243

 

Wendel

     

1,071

 

93,067

 

Worldline

     

5,107

a,d

379,228

 
       

49,241,826

 

Germany - 8.2%

         

adidas

     

6,910

 

2,053,243

 

Allianz

     

15,149

 

2,666,588

 

BASF

     

33,322

 

1,827,248

 

Bayer

     

35,632

 

1,674,589

 

Bayerische Motoren Werke

     

11,965

 

817,738

 

Beiersdorf

     

3,656

 

382,827

 

Brenntag

     

5,534

 

353,766

 

13

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Germany - 8.2% (continued)

         

Carl Zeiss Meditec-BR

     

1,495

 

193,938

 

Commerzbank

     

37,552

 

177,843

 

Continental

     

3,994

 

424,834

 

Covestro

     

6,389

d

305,001

 

Daimler

     

31,036

 

1,605,791

 

Delivery Hero

     

4,701

a,d

543,006

 

Deutsche Bank

     

72,193

a

663,493

 

Deutsche Boerse

     

6,877

 

1,012,261

 

Deutsche Lufthansa

     

9,899

a,c

85,408

 

Deutsche Post

     

35,871

 

1,589,769

 

Deutsche Telekom

     

120,914

 

1,841,303

 

Deutsche Wohnen

     

12,321

 

623,646

 

E.ON

     

82,041

 

855,585

 

Evonik Industries

     

7,648

 

184,888

 

Fraport Frankfurt Airport Services Worldwide

     

1,716

 

62,241

 

Fresenius & Co.

     

15,234

 

564,977

 

Fresenius Medical Care & Co.

     

7,765

 

593,114

 

GEA Group

     

5,805

 

193,079

 

Hannover Rueck

     

2,199

 

319,291

 

HeidelbergCement

     

5,378

 

307,754

 

Henkel & Co.

     

3,829

 

347,469

 

HOCHTIEF

     

910

 

67,030

 

Infineon Technologies

     

45,821

 

1,283,174

 

KION Group

     

2,432

 

189,287

 

Knorr-Bremse

     

2,502

 

289,632

 

LANXESS

     

2,890

 

146,499

 

LEG Immobilien

     

2,545

 

343,900

 

Merck

     

4,712

 

697,790

 

METRO

     

6,030

 

59,150

 

MTU Aero Engines

     

1,919

 

327,657

 

Muenchener Rueckversicherungs-Gesellschaft

     

5,128

 

1,200,090

 

Nemetschek

     

2,077

 

150,280

 

Puma

     

3,605

 

316,127

 

RWE

     

23,224

 

862,884

 

SAP

     

37,949

 

4,044,359

 

Scout24

     

3,845

d

310,520

 

Siemens

     

27,792

 

3,257,833

 

Siemens Energy

     

14,329

a

313,739

 

Siemens Healthineers

     

9,471

d

406,916

 

Symrise

     

4,637

 

573,233

 

TeamViewer

     

4,834

a,d

213,568

 

14

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Germany - 8.2% (continued)

         

Telefonica Deutschland Holding

     

38,134

 

96,283

 

ThyssenKrupp

     

15,312

a,c

73,058

 

Uniper

     

7,603

 

227,314

 

United Internet

     

3,938

 

138,303

 

Volkswagen

     

1,183

 

184,142

 

Vonovia

     

18,657

 

1,191,120

 

Zalando

     

5,519

a,d

515,729

 
       

39,750,307

 

Hong Kong - 3.2%

         

AIA Group

     

439,400

 

4,144,119

 

ASM Pacific Technology

     

10,800

 

108,722

 

BOC Hong Kong Holdings

     

134,000

 

371,838

 

Budweiser Brewing

     

60,800

d

178,633

 

CK Asset Holdings

     

92,975

 

430,785

 

CK Hutchison Holdings

     

97,475

 

589,700

 

CK Infrastructure Holdings

     

24,500

 

115,681

 

CLP Holdings

     

60,788

 

559,241

 

Dairy Farm International Holdings

     

12,800

 

48,277

 

Galaxy Entertainment Group

     

79,277

 

522,928

 

Hang Lung Properties

     

76,000

 

185,131

 

Hang Seng Bank

     

27,500

 

423,061

 

Henderson Land Development

     

51,138

 

181,582

 

HK Electric Investments

     

91,000

 

92,599

 

HKT Trust & HKT

     

137,660

 

178,095

 

Hong Kong & China Gas

     

383,588

 

552,285

 

Hong Kong Exchanges & Clearing

     

43,742

 

2,098,051

 

Hongkong Land Holdings

     

43,400

 

159,441

 

Jardine Matheson Holdings

     

8,246

 

366,871

 

Jardine Strategic Holdings

     

8,100

 

175,470

 

Kerry Properties

     

22,000

 

53,926

 

Link REIT

     

74,122

 

566,010

 

Melco Resorts & Entertainment, ADR

     

8,366

 

134,860

 

MTR

     

57,756

 

286,447

 

New World Development

     

54,141

 

258,394

 

PCCW

     

149,476

 

89,945

 

Power Assets Holdings

     

51,500

 

264,817

 

Sino Land

     

121,730

 

144,497

 

SJM Holdings

     

76,530

 

79,720

 

Sun Hung Kai Properties

     

47,199

 

605,196

 

Swire Pacific, Cl. A

     

20,000

 

91,132

 

Swire Properties

     

40,400

 

108,422

 

Techtronic Industries

     

50,365

 

677,458

 

The Bank of East Asia

     

51,789

 

93,429

 

15

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Hong Kong - 3.2% (continued)

         

WH Group

     

341,500

d

268,430

 

Wharf Real Estate Investment

     

60,311

 

232,452

 
       

15,437,645

 

Ireland - 1.1%

         

AerCap Holdings

     

4,539

a

112,703

 

CRH

     

28,706

 

1,007,919

 

DCC

     

3,712

 

241,673

 

Experian

     

32,898

 

1,200,886

 

Flutter Entertainment

     

5,641

 

982,959

 

James Hardie Industries-CDI

     

16,541

 

404,074

 

Kerry Group, Cl. A

     

5,799

 

693,828

 

Kingspan Group

     

5,703

a

497,399

 

Smurfit Kappa Group

     

8,415

 

316,909

 
       

5,458,350

 

Isle Of Man - .1%

         

GVC Holdings

     

21,048

 

263,622

 

Israel - .6%

         

Azrieli Group

     

1,666

 

78,308

 

Bank Hapoalim

     

42,819

a

251,319

 

Bank Leumi Le-Israel

     

53,296

 

252,713

 

Check Point Software Technologies

     

4,242

a,c

481,722

 

CyberArk Software

     

1,371

a

135,935

 

Elbit Systems

     

973

 

109,847

 

ICL Group

     

26,400

 

95,746

 

Israel Discount Bank, Cl. A

     

42,579

 

120,070

 

Mizrahi Tefahot Bank

     

5,343

 

104,501

 

NICE

     

2,269

a

517,256

 

Teva Pharmaceutical Industries, ADR

     

39,643

a,c

345,687

 

Wix.com

     

1,853

a

458,284

 
       

2,951,388

 

Italy - 1.9%

         

Assicurazioni Generali

     

39,714

 

532,774

 

Atlantia

     

18,206

a

279,155

 

Davide Campari-Milano

     

20,808

 

217,046

 

DiaSorin

     

919

 

201,857

 

Enel

     

295,289

 

2,351,785

 

Eni

     

93,744

 

659,734

 

Ferrari

     

4,554

 

812,607

 

FinecoBank Banca Fineco

     

21,990

 

301,148

 

Infrastrutture Wireless Italiane

     

8,563

d

92,825

 

Intesa Sanpaolo

     

598,339

a

992,654

 

Leonardo

     

14,628

 

69,712

 

16

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Italy - 1.9% (continued)

         

Mediobanca Banca Di Credito Finanziario

     

23,171

 

164,426

 

Moncler

     

7,203

 

288,415

 

Nexi

     

13,970

a,d

214,700

 

Pirelli & C

     

15,237

d

63,599

 

Poste Italiane

     

20,146

d

164,354

 

Prysmian

     

9,157

 

249,051

 

Recordati

     

3,910

 

202,679

 

Snam

     

74,484

 

363,688

 

Telecom Italia

     

284,717

 

96,694

 

Telecom Italia-RSP

     

235,243

 

85,621

 

Terna Rete Elettrica Nazionale

     

50,889

 

344,156

 

UniCredit

     

76,566

 

573,595

 
       

9,322,275

 

Japan - 26.3%

         

ABC-Mart

     

1,200

 

60,824

 

Acom

     

15,500

 

69,377

 

Advantest

     

7,400

 

430,397

 

Aeon

     

23,800

 

608,670

 

AEON Mall

     

3,380

 

52,844

 

AGC

     

6,960

 

217,269

 

Air Water

     

6,800

 

97,153

 

Aisin Seiki

     

6,000

 

182,145

 

Ajinomoto

     

16,900

 

339,280

 

Alfresa Holdings

     

6,700

 

123,145

 

Amada

     

11,400

 

99,035

 

ANA Holdings

     

4,100

c

89,577

 

Aozora Bank

     

4,695

 

77,113

 

Asahi Group Holdings

     

16,300

 

505,216

 

Asahi Intecc

     

7,000

 

217,186

 

Asahi Kasei

     

45,400

 

394,297

 

Astellas Pharma

     

67,995

 

935,792

 

Bandai Namco Holdings

     

7,250

 

538,126

 

Benesse Holdings

     

2,700

 

63,562

 

Bridgestone

     

19,500

 

635,549

 

Brother Industries

     

8,200

 

126,891

 

CALBEE

     

3,000

 

91,943

 

Canon

     

36,417

 

633,774

 

Casio Computer

     

7,400

 

112,132

 

Central Japan Railway

     

5,300

 

640,812

 

Chubu Electric Power

     

23,200

 

259,591

 

Chugai Pharmaceutical

     

24,584

 

948,602

 

Coca-Cola Bottlers Japan Holdings

     

4,700

 

66,603

 

17

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Japan - 26.3% (continued)

         

Concordia Financial Group

     

37,900

 

125,041

 

Cosmos Pharmaceutical

     

700

 

119,040

 

CyberAgent

     

3,700

 

233,037

 

Dai Nippon Printing

     

9,100

 

169,711

 

Daicel

     

9,500

 

67,968

 

Daifuku

     

3,600

 

370,817

 

Dai-ichi Life Holdings

     

38,900

 

579,510

 

Daiichi Sankyo

     

61,749

 

1,626,054

 

Daikin Industries

     

9,000

 

1,684,984

 

Daito Trust Construction

     

2,400

 

218,458

 

Daiwa House Industry

     

20,400

 

537,396

 

Daiwa House REIT Investment

     

69

 

159,788

 

Daiwa Securities Group

     

53,300

 

215,629

 

Denso

     

15,600

 

727,332

 

Dentsu Group

     

7,800

 

224,966

 

Disco

     

1,000

 

268,636

 

East Japan Railway

     

11,100

 

581,924

 

Eisai

     

9,300

 

723,430

 

Electric Power Development

     

4,780

 

64,696

 

ENEOS Holdings

     

111,126

 

374,667

 

FamilyMart

     

6,868

 

150,115

 

FANUC

     

7,029

 

1,494,019

 

Fast Retailing

     

2,158

 

1,509,168

 

Fuji Electric

     

4,600

 

139,702

 

FUJIFILM Holdings

     

13,100

 

667,786

 

Fujitsu

     

7,080

 

823,279

 

Fukuoka Financial Group

     

6,700

 

111,934

 

GLP J-REIT

     

133

 

204,240

 

GMO Payment Gateway

     

1,500

 

182,651

 

Hakuhodo DY Holdings

     

8,100

 

103,535

 

Hamamatsu Photonics K.K.

     

5,300

 

264,486

 

Hankyu Hanshin Holdings

     

8,100

 

247,903

 

Hikari Tsushin

     

800

 

187,548

 

Hino Motors

     

11,700

 

89,854

 

Hirose Electric

     

1,233

 

172,321

 

Hisamitsu Pharmaceutical

     

2,000

 

95,574

 

Hitachi

     

35,380

 

1,193,101

 

Hitachi Construction Machinery

     

4,000

 

98,469

 

Hitachi Metals

     

7,400

 

98,136

 

Honda Motor

     

59,059

 

1,392,634

 

Hoshizaki

     

1,900

 

152,137

 

Hoya

     

13,600

 

1,539,819

 

Hulic

     

12,000

 

111,676

 

18

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Japan - 26.3% (continued)

         

Idemitsu Kosan

     

6,775

 

137,028

 

Iida Group Holdings

     

5,600

 

101,518

 

Inpex

     

37,900

 

181,249

 

Isetan Mitsukoshi Holdings

     

11,320

 

55,160

 

Isuzu Motors

     

20,300

 

165,199

 

Ito En

     

1,900

 

120,480

 

ITOCHU

     

48,800

 

1,173,948

 

Itochu Techno-Solutions

     

3,400

 

115,494

 

Japan Airlines

     

4,300

 

75,251

 

Japan Airport Terminal

     

1,900

 

82,782

 

Japan Exchange Group

     

18,700

 

458,873

 

Japan Post Bank

     

15,700

 

125,135

 

Japan Post Holdings

     

58,200

 

399,236

 

Japan Post Insurance

     

8,000

 

126,837

 

Japan Prime Realty Investment

     

31

 

83,853

 

Japan Real Estate Investment

     

47

 

230,300

 

Japan Retail Fund Investment

     

94

 

135,983

 

Japan Tobacco

     

43,800

 

828,296

 

JFE Holdings

     

18,560

a

129,935

 

JGC Holdings

     

9,100

 

75,080

 

JSR

     

7,300

 

164,549

 

JTEKT

     

8,000

 

63,772

 

Kajima

     

16,500

 

175,771

 

Kakaku.com

     

4,700

 

124,953

 

Kamigumi

     

3,900

 

69,872

 

Kansai Paint

     

6,400

 

165,629

 

Kao

     

17,500

 

1,244,206

 

Kawasaki Heavy Industries

     

5,700

 

67,790

 

KDDI

     

59,063

 

1,581,737

 

Keihan Holdings

     

3,400

 

129,319

 

Keikyu

     

7,700

 

107,834

 

Keio

     

3,700

 

215,151

 

Keisei Electric Railway

     

4,600

 

128,987

 

Keyence

     

6,640

 

3,011,062

 

Kikkoman

     

5,200

 

259,524

 

Kintetsu Group Holdings

     

6,435

 

257,290

 

Kirin Holdings

     

29,900

 

539,894

 

Kobayashi Pharmaceutical

     

1,800

 

175,081

 

Kobe Bussan

     

4,400

 

123,121

 

Koito Manufacturing

     

3,800

 

183,835

 

Komatsu

     

31,900

 

715,989

 

Konami Holdings

     

3,300

 

129,031

 

Kose

     

1,200

 

153,042

 

19

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Japan - 26.3% (continued)

         

Kubota

     

38,200

 

665,455

 

Kuraray

     

10,900

 

100,765

 

Kurita Water Industries

     

3,800

 

113,090

 

Kyocera

     

11,800

 

650,047

 

Kyowa Kirin

     

9,905

 

246,439

 

Kyushu Electric Power

     

13,600

 

113,834

 

Kyushu Railway

     

5,300

 

112,962

 

Lasertec

     

2,800

 

241,822

 

Lawson

     

1,800

 

82,784

 

LINE

     

1,200

a

61,564

 

Lion

     

7,900

 

161,120

 

LIXIL Group

     

9,624

 

207,609

 

M3

     

16,000

 

1,079,543

 

Makita

     

8,300

 

366,898

 

Marubeni

     

61,500

 

320,281

 

Marui Group

     

6,800

 

122,716

 

Maruichi Steel Tube

     

2,000

 

45,993

 

Mazda Motor

     

20,600

 

108,923

 

McDonald's Holdings

     

2,300

 

109,086

 

Mebuki Financial Group

     

33,730

 

67,708

 

Medipal Holdings

     

7,100

 

126,961

 

MEIJI Holdings

     

4,042

 

293,036

 

Mercari

     

3,000

a

126,820

 

Minebea Mitsumi

     

12,900

 

231,452

 

MISUMI Group

     

10,338

 

307,366

 

Mitsubishi

     

48,898

 

1,093,575

 

Mitsubishi Chemical Holdings

     

45,580

 

256,805

 

Mitsubishi Electric

     

66,000

 

847,795

 

Mitsubishi Estate

     

43,100

 

643,967

 

Mitsubishi Gas Chemical

     

5,500

 

100,198

 

Mitsubishi Heavy Industries

     

11,770

 

252,112

 

Mitsubishi Materials

     

4,500

 

82,547

 

Mitsubishi Motors

     

28,600

 

52,475

 

Mitsubishi UFJ Financial Group

     

443,390

 

1,747,806

 

Mitsubishi UFJ Lease & Finance

     

15,600

 

65,956

 

Mitsui & Co.

     

59,600

 

934,929

 

Mitsui Chemicals

     

7,000

 

180,023

 

Mitsui Fudosan

     

33,486

 

572,253

 

Miura

     

3,100

 

145,722

 

Mizuho Financial Group

     

87,350

 

1,076,903

 

MonotaRO

     

4,500

 

251,241

 

MS&AD Insurance Group Holdings

     

16,357

 

450,940

 

Murata Manufacturing

     

21,000

 

1,456,601

 

20

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Japan - 26.3% (continued)

         

Nabtesco

     

4,100

 

153,847

 

Nagoya Railroad

     

6,900

 

183,902

 

NEC

     

9,080

 

456,684

 

NEXON

     

17,500

 

489,731

 

NGK Insulators

     

9,400

 

134,480

 

NGK Spark Plug

     

5,526

 

97,162

 

NH Foods

     

2,900

 

118,765

 

Nidec

     

16,200

 

1,628,533

 

Nihon M&A Center

     

5,500

 

321,817

 

Nikon

     

11,560

 

70,176

 

Nintendo

     

4,025

 

2,197,885

 

Nippon Building Fund

     

47

 

237,359

 

Nippon Express

     

2,600

 

145,324

 

Nippon Paint Holdings

     

5,400

 

486,651

 

Nippon Prologis REIT

     

76

 

250,303

 

Nippon Shinyaku

     

1,600

 

114,262

 

Nippon Steel

     

28,861

a

280,105

 

Nippon Telegraph & Telephone

     

47,100

 

994,506

 

Nippon Yusen KK

     

5,980

 

110,406

 

Nissan Chemical

     

4,700

 

249,220

 

Nissan Motor

     

85,600

 

302,984

 

Nisshin Seifun Group

     

7,138

 

107,009

 

Nissin Foods Holdings

     

2,400

 

207,688

 

Nitori Holdings

     

2,900

 

598,447

 

Nitto Denko

     

5,700

 

400,023

 

Nomura Holdings

     

113,200

 

504,717

 

Nomura Real Estate Holdings

     

4,600

 

80,611

 

Nomura Real Estate Master Fund

     

161

 

192,085

 

Nomura Research Institute

     

11,449

 

336,928

 

NSK

     

12,200

 

97,737

 

NTT Data

     

23,700

 

267,496

 

NTT Docomo

     

41,400

 

1,562,682

 

Obayashi

     

23,700

 

197,638

 

OBIC

     

2,500

 

443,940

 

Odakyu Electric Railway

     

10,900

 

263,469

 

Oji Holdings

     

33,200

 

140,083

 

Olympus

     

42,500

 

812,608

 

Omron

     

6,800

 

490,236

 

Ono Pharmaceutical

     

13,400

 

380,962

 

Oracle

     

1,400

 

140,282

 

Oriental Land

     

7,300

 

1,021,432

 

ORIX

     

47,300

 

551,946

 

Orix JREIT

     

94

 

131,897

 

21

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Japan - 26.3% (continued)

         

Osaka Gas

     

14,100

 

266,080

 

Otsuka

     

3,900

 

178,945

 

Otsuka Holdings

     

14,200

 

526,328

 

Pan Pacific International Holdings

     

14,700

 

313,924

 

Panasonic

     

80,495

 

744,597

 

Park24

     

3,700

 

50,092

 

PeptiDream

     

3,400

a

157,506

 

Persol Holdings

     

6,200

 

94,145

 

Pigeon

     

4,100

 

188,838

 

Pola Orbis Holdings

     

3,000

 

59,142

 

Rakuten

     

30,800

 

300,089

 

Recruit Holdings

     

46,100

 

1,760,858

 

Renesas Electronics

     

27,600

a

225,120

 

Resona Holdings

     

77,600

 

255,191

 

Ricoh

     

23,400

 

154,082

 

Rinnai

     

1,400

 

138,286

 

Rohm

     

3,200

 

246,540

 

Ryohin Keikaku

     

8,500

 

178,156

 

Santen Pharmaceutical

     

13,300

 

236,591

 

SBI Holdings

     

8,330

 

192,032

 

SCSK

     

1,900

 

94,084

 

Secom

     

7,700

 

650,558

 

Sega Sammy Holdings

     

6,384

 

80,153

 

Seibu Holdings

     

7,900

 

79,301

 

Seiko Epson

     

10,000

 

115,979

 

Sekisui Chemical

     

13,000

 

203,037

 

Sekisui House

     

22,800

 

378,071

 

Seven & i Holdings

     

27,260

 

832,566

 

Seven Bank

     

19,400

 

44,484

 

SG Holdings

     

11,800

 

284,568

 

Sharp

     

8,500

 

98,394

 

Shimadzu

     

8,300

 

237,320

 

Shimamura

     

800

 

85,149

 

Shimano

     

2,700

 

615,929

 

Shimizu

     

20,400

 

141,165

 

Shin-Etsu Chemical

     

12,800

 

1,712,762

 

Shinsei Bank

     

5,300

 

63,770

 

Shionogi & Co.

     

9,800

 

462,655

 

Shiseido

     

14,600

 

903,804

 

Showa Denko K.K.

     

5,200

 

88,268

 

SMC

     

2,100

 

1,108,803

 

Softbank

     

104,000

 

1,207,412

 

SoftBank Group

     

56,940

 

3,741,952

 

22

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Japan - 26.3% (continued)

         

Sohgo Security Services

     

2,500

 

116,430

 

Sompo Holdings

     

12,170

 

455,276

 

Sony

     

45,780

 

3,815,631

 

Square Enix Holdings

     

3,400

 

199,685

 

Stanley Electric

     

4,700

 

133,906

 

Subaru

     

22,800

 

419,526

 

Sumco

     

10,100

 

154,113

 

Sumitomo

     

43,700

 

481,661

 

Sumitomo Chemical

     

53,400

 

175,055

 

Sumitomo Dainippon Pharma

     

6,300

 

74,020

 

Sumitomo Electric Industries

     

27,200

 

300,025

 

Sumitomo Heavy Industries

     

4,200

 

89,850

 

Sumitomo Metal Mining

     

8,500

 

264,299

 

Sumitomo Mitsui Financial Group

     

47,300

 

1,310,012

 

Sumitomo Mitsui Trust Holdings

     

12,164

 

325,499

 

Sumitomo Realty & Development

     

11,000

 

295,368

 

Sumitomo Rubber Industries

     

5,500

 

48,409

 

Sundrug

     

2,500

 

92,821

 

Suntory Beverage & Food

     

4,900

 

169,390

 

Suzuken

     

2,212

 

79,891

 

Suzuki Motor

     

13,500

 

581,393

 

Sysmex

     

6,100

 

574,079

 

T&D Holdings

     

19,700

 

196,840

 

Taiheiyo Cement

     

4,500

 

105,942

 

Taisei

     

6,800

 

211,194

 

Taisho Pharmaceutical Holdings

     

1,300

 

78,055

 

Taiyo Nippon Sanso

     

5,900

 

86,789

 

Takeda Pharmaceutical

     

57,223

 

1,770,893

 

TDK

     

4,800

 

563,045

 

Teijin

     

7,000

 

107,423

 

Terumo

     

23,600

 

869,649

 

The Bank of Kyoto

     

2,000

 

88,225

 

The Chiba Bank

     

18,400

 

95,058

 

The Chugoku Electric Power Company

     

10,800

 

135,442

 

The Kansai Electric Power Company

     

26,099

 

236,811

 

The Shizuoka Bank

     

15,400

 

103,498

 

The Yokohama Rubber Company

     

4,200

 

60,444

 

THK

     

4,500

 

118,744

 

TIS

     

8,200

 

157,683

 

Tobu Railway

     

7,000

 

199,117

 

Toho

     

4,200

 

166,506

 

Toho Gas

     

2,600

 

134,332

 

Tohoku Electric Power

     

15,200

 

133,698

 

23

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Japan - 26.3% (continued)

         

Tokio Marine Holdings

     

23,100

 

1,034,995

 

Tokyo Century

     

1,700

 

83,347

 

Tokyo Electric Power Holdings

     

53,972

a

139,504

 

Tokyo Electron

     

5,400

 

1,447,300

 

Tokyo Gas

     

13,800

 

311,607

 

Tokyu

     

18,710

 

222,468

 

Tokyu Fudosan Holdings

     

23,700

 

103,713

 

Toppan Printing

     

9,300

 

117,967

 

Toray Industries

     

52,100

 

236,345

 

Toshiba

     

14,300

 

361,136

 

Tosoh

     

9,300

 

151,439

 

TOTO

     

5,100

 

232,604

 

Toyo Suisan Kaisha

     

3,300

 

164,339

 

Toyoda Gosei

     

2,400

 

60,933

 

Toyota Industries

     

5,200

 

336,352

 

Toyota Motor

     

77,055

 

5,046,549

 

Toyota Tsusho

     

7,800

 

218,407

 

Trend Micro

     

5,000

 

280,794

 

Tsuruha Holdings

     

1,400

 

195,767

 

Unicharm

     

14,900

 

691,790

 

United Urban Investment

     

114

 

121,604

 

USS

     

7,900

 

145,176

 

Welcia Holdings

     

3,400

 

133,706

 

West Japan Railway

     

6,000

 

257,745

 

Yakult Honsha

     

4,400

 

213,538

 

Yamada Holdings

     

28,200

 

137,490

 

Yamaha

     

5,000

 

236,839

 

Yamaha Motor

     

10,000

 

143,145

 

Yamato Holdings

     

11,300

 

298,704

 

Yamazaki Baking

     

4,000

 

65,621

 

Yaskawa Electric

     

8,600

 

334,652

 

Yokogawa Electric

     

8,200

 

120,574

 

Z Holdings

     

97,600

 

680,029

 

ZOZO

     

3,500

 

89,354

 
       

127,227,278

 

Jordan - .0%

         

Hikma Pharmaceuticals

     

6,291

 

204,625

 

Luxembourg - .2%

         

ArcelorMittal

     

26,767

 

363,454

 

Aroundtown

     

35,771

 

171,574

 

Eurofins Scientific

     

473

 

377,485

 

SES

     

13,837

 

110,866

 

24

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Luxembourg - .2% (continued)

         

Tenaris

     

18,924

 

90,426

 
       

1,113,805

 

Macau - .1%

         

Sands China

     

90,613

 

317,587

 

Wynn Macau

     

55,200

a

76,274

 
       

393,861

 

Netherlands - 4.6%

         

ABN AMRO Bank-CVA

     

14,731

a,d

120,998

 

Adyen

     

663

a,d

1,118,792

 

Aegon

     

62,620

 

169,609

 

Akzo Nobel

     

7,107

 

684,774

 

Altice Europe

     

23,523

a

115,908

 

argenx

     

1,466

a

364,971

 

ASML Holding

     

15,475

 

5,626,008

 

EXOR

     

4,022

 

209,137

 

Heineken

     

9,468

 

840,670

 

Heineken Holding

     

4,119

 

318,430

 

ING Groep

     

141,113

a

968,225

 

Just Eat Takeaway.com

     

4,601

a,c,d

511,993

 

Koninklijke Ahold Delhaize

     

39,852

 

1,095,115

 

Koninklijke DSM

     

6,237

 

998,697

 

Koninklijke KPN

     

130,139

 

351,738

 

Koninklijke Philips

     

33,182

 

1,541,542

 

Koninklijke Vopak

     

2,599

 

135,111

 

NN Group

     

10,543

 

368,787

 

Prosus

     

17,678

 

1,767,017

 

QIAGEN

     

8,435

a

400,446

 

Randstad

     

4,476

 

223,745

 

Royal Dutch Shell, Cl. A

     

148,761

 

1,875,216

 

Royal Dutch Shell, Cl. B

     

134,364

 

1,620,556

 

Wolters Kluwer

     

9,865

 

799,631

 
       

22,227,116

 

New Zealand - .3%

         

Auckland International Airport

     

47,414

 

219,557

 

Fisher & Paykel Healthcare

     

20,871

 

482,799

 

Mercury NZ

     

22,832

 

80,890

 

Meridian Energy

     

47,422

 

166,139

 

Ryman Healthcare

     

14,311

 

132,393

 

Spark New Zealand

     

69,611

 

206,591

 

The a2 Milk Company

     

27,818

a

269,389

 
       

1,557,758

 

Norway - .5%

         

Adevinta

     

8,196

a

126,788

 

25

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Norway - .5% (continued)

         

DNB

     

34,770

a

469,724

 

Equinor

     

36,621

 

469,810

 

Gjensidige Forsikring

     

7,414

 

140,970

 

Mowi

     

15,826

c

250,080

 

Norsk Hydro

     

51,748

 

145,039

 

Orkla

     

27,924

 

263,638

 

Schibsted, Cl. B

     

3,508

 

126,160

 

Telenor

     

26,149

 

403,611

 

Yara International

     

6,697

 

233,439

 
       

2,629,259

 

Portugal - .2%

         

Banco Espirito Santo

     

118,053

a,e

0

 

EDP - Energias de Portugal

     

100,479

 

494,559

 

Galp Energia

     

18,224

 

147,791

 

Jeronimo Martins

     

9,364

 

148,650

 
       

791,000

 

Singapore - 1.0%

         

Ascendas Real Estate Investment Trust

     

110,538

 

233,504

 

CapitaLand

     

92,300

 

173,997

 

CapitaLand Integrated Commercial Trust

     

171,676

 

218,201

 

City Developments

     

17,200

 

80,108

 

DBS Group Holdings

     

64,888

 

966,526

 

Genting Singapore

     

211,227

 

99,973

 

Jardine Cycle & Carriage

     

4,113

 

53,469

 

Keppel

     

51,900

 

166,769

 

Mapletree Commercial Trust

     

82,400

 

103,975

 

Mapletree Logistics Trust

     

94,900

 

135,718

 

Oversea-Chinese Banking

     

121,836

c

750,907

 

Singapore Airlines

     

49,033

 

122,124

 

Singapore Exchange

     

28,500

 

180,995

 

Singapore Technologies Engineering

     

57,600

 

147,640

 

Singapore Telecommunications

     

302,551

 

450,302

 

Suntec Real Estate Investment Trust

     

67,800

 

66,664

 

United Overseas Bank

     

42,863

 

595,810

 

UOL Group

     

18,111

 

82,456

 

Venture

     

9,800

 

138,535

 

Wilmar International

     

68,800

 

203,912

 
       

4,971,585

 

Spain - 2.2%

         

ACS Actividades de Construccion y Servicios

     

9,635

 

229,067

 

Aena SME

     

2,520

d

340,376

 

Amadeus IT Group

     

16,272

 

779,946

 

26

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Spain - 2.2% (continued)

         

Banco Bilbao Vizcaya Argentaria

     

240,574

 

692,669

 

Banco Santander

     

601,777

a

1,204,814

 

Bankinter

     

24,299

 

91,373

 

CaixaBank

     

127,460

 

232,829

 

Cellnex Telecom

     

11,422

d

733,722

 

Enagas

     

9,330

 

201,717

 

Endesa

     

11,689

 

313,340

 

Ferrovial

     

17,383

 

376,135

 

Grifols

     

10,775

c

291,116

 

Iberdrola

     

215,707

 

2,544,662

 

Industria de Diseno Textil

     

39,472

 

976,727

 

Mapfre

     

37,507

 

56,697

 

Natural Energy Group

     

11,037

 

204,349

 

Red Electrica

     

15,596

 

274,799

 

Repsol

     

53,313

 

332,642

 

Siemens Gamesa Renewable Energy

     

8,899

 

252,212

 

Telefonica

     

175,481

 

573,739

 
       

10,702,931

 

Sweden - 3.1%

         

Alfa Laval

     

11,711

 

237,714

 

Assa Abloy, Cl. B

     

36,207

 

777,516

 

Atlas Copco, Cl. A

     

24,570

 

1,085,161

 

Atlas Copco, Cl. B

     

14,344

 

550,325

 

Boliden

     

9,742

 

266,413

 

Electrolux, Ser. B

     

8,307

 

187,318

 

Epiroc, Cl. A

     

23,596

 

352,748

 

Epiroc, Cl. B

     

14,504

 

208,061

 

EQT

     

8,501

 

162,097

 

Essity, Cl. B

     

22,138

 

641,213

 

Evolution Gaming Group

     

4,549

d

338,070

 

Hennes & Mauritz, Cl. B

     

29,753

 

483,752

 

Hexagon, Cl. B

     

10,163

 

742,199

 

Husqvarna, Cl. B

     

15,103

 

156,203

 

ICA Gruppen

     

3,745

 

177,267

 

Industrivarden, Cl. C

     

5,908

 

151,432

 

Investment AB Latour, Cl. B

     

5,282

 

123,368

 

Investor, Cl. B

     

16,481

 

990,176

 

Kinnevik, Cl. B

     

8,755

 

359,428

 

L E Lundbergforetagen, Cl. B

     

2,794

 

125,825

 

Lundin Energy

     

7,253

 

138,494

 

Nibe Industrier, Cl. B

     

11,651

 

281,089

 

Sandvik

     

41,621

 

741,565

 

Securitas, Cl. B

     

11,559

 

163,681

 

27

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Sweden - 3.1% (continued)

         

Skandinaviska Enskilda Banken, Cl. A

     

59,220

 

508,970

 

Skanska, Cl. B

     

12,635

 

237,610

 

SKF, Cl. B

     

13,964

 

285,987

 

Svenska Cellulosa, Cl. B

     

22,763

 

309,011

 

Svenska Handelsbanken, Cl. A

     

56,534

 

458,404

 

Swedbank, Cl. A

     

32,591

 

511,619

 

Swedish Match

     

5,949

 

448,529

 

Tele2, Cl. B

     

18,297

 

216,840

 

Telefonaktiebolaget LM Ericsson, Cl. B

     

106,785

 

1,189,891

 

Telia

     

90,432

 

346,848

 

Volvo, Cl. B

     

53,822

 

1,047,934

 
       

15,002,758

 

Switzerland - 10.4%

         

ABB

     

67,220

 

1,629,991

 

Adecco Group

     

5,531

 

271,041

 

Alcon

     

17,796

a

1,009,288

 

Baloise Holding

     

1,644

 

225,129

 

Banque Cantonale Vaudoise

     

1,070

 

103,660

 

Barry Callebaut

     

113

 

233,366

 

Chocoladefabriken Lindt & Spruengli

     

4

 

345,953

 

Chocoladefabriken Lindt & Spruengli-PC

     

40

 

316,940

 

Cie Financiere Richemont, CI. A

     

18,907

 

1,184,285

 

Clariant

     

7,170

 

122,940

 

Coca-Cola HBC

     

7,456

 

169,595

 

Credit Suisse Group

     

88,716

 

837,941

 

EMS-Chemie Holding

     

300

 

263,744

 

Geberit

     

1,365

 

776,313

 

Givaudan

     

335

 

1,363,530

 

Glencore

     

368,429

 

744,710

 

Julius Baer Group

     

8,166

 

365,494

 

Kuehne + Nagel International

     

1,975

 

394,511

 

LafargeHolcim

     

18,916

 

810,684

 

Logitech International

     

5,973

 

503,131

 

Lonza Group

     

2,700

 

1,632,969

 

Nestle

     

108,256

 

12,162,932

 

Novartis

     

80,732

 

6,300,816

 

Partners Group Holding

     

687

 

618,605

 

Roche Holding

     

25,551

 

8,202,272

 

Schindler Holding

     

710

 

182,084

 

Schindler Holding-PC

     

1,504

 

384,239

 

SGS

     

223

 

556,548

 

Sika

     

5,136

 

1,262,622

 

Sonova Holding

     

1,990

a

471,056

 

28

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

Switzerland - 10.4% (continued)

         

STMicroelectronics

     

23,265

 

710,514

 

Straumann Holding

     

374

 

390,086

 

Swiss Life Holding

     

1,170

 

393,417

 

Swiss Prime Site

     

2,854

 

239,853

 

Swiss Re

     

10,864

 

779,250

 

Swisscom

     

932

 

473,648

 

Temenos

     

2,494

 

267,349

 

The Swatch Group

     

1,977

 

80,759

 

The Swatch Group-BR

     

1,046

 

220,995

 

UBS Group

     

132,922

 

1,541,275

 

Vifor Pharma

     

1,664

 

186,814

 

Zurich Insurance Group

     

5,458

 

1,807,303

 
       

50,537,652

 

United Arab Emirates - .0%

         

NMC Health

     

4,176

a,e

1

 

United Kingdom - 12.3%

         

3i Group

     

35,342

 

440,296

 

Admiral Group

     

7,139

 

254,433

 

Anglo American

     

44,878

 

1,053,834

 

Ashtead Group

     

16,329

 

592,543

 

Associated British Foods

     

12,660

 

278,566

 

AstraZeneca

     

47,700

 

4,801,345

 

Auto Trader Group

     

35,091

d

263,405

 

AVEVA Group

     

2,354

 

131,083

 

Aviva

     

145,688

 

487,893

 

BAE Systems

     

115,935

 

596,411

 

Barclays

     

633,036

 

879,240

 

Barratt Developments

     

37,303

a

232,742

 

Berkeley Group Holdings

     

4,670

 

245,232

 

BP

     

735,024

 

1,879,828

 

British American Tobacco

     

83,311

 

2,646,949

 

BT Group

     

322,405

 

424,319

 

Bunzl

     

12,203

 

379,559

 

Burberry Group

     

15,013

 

263,864

 

CNH Industrial

     

38,491

 

298,834

 

Coca-Cola European Partners

     

7,280

 

259,969

 

Compass Group

     

64,493

 

882,177

 

Croda International

     

4,668

 

364,977

 

Diageo

     

84,883

 

2,745,737

 

Direct Line Insurance Group

     

51,056

 

174,672

 

Evraz

     

18,546

 

86,726

 

Ferguson

     

8,120

 

814,800

 

Fiat Chrysler Automobiles

     

39,891

 

490,196

 

29

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

United Kingdom - 12.3% (continued)

         

GlaxoSmithKline

     

182,251

 

3,040,714

 

Halma

     

13,627

 

418,318

 

Hargreaves Lansdown

     

12,484

 

218,934

 

HSBC Holdings

     

739,787

 

3,122,546

 

Imperial Brands

     

34,449

 

546,478

 

Informa

     

53,611

 

290,972

 

InterContinental Hotels Group

     

6,454

a

326,682

 

Intertek Group

     

5,859

 

423,016

 

J Sainsbury

     

64,013

 

167,245

 

JD Sports Fashion

     

16,008

 

153,388

 

Johnson Matthey

     

6,967

 

194,114

 

Kingfisher

     

76,088

a

283,141

 

Land Securities Group

     

25,607

 

169,011

 

Legal & General Group

     

218,951

 

526,389

 

Lloyds Banking Group

     

2,558,752

a

929,463

 

London Stock Exchange Group

     

11,457

 

1,229,134

 

M&G

     

94,802

 

180,238

 

Melrose Industries

     

175,766

a

272,619

 

Mondi

     

17,731

 

336,334

 

National Grid

     

127,247

 

1,514,536

 

Natwest Group

     

182,903

 

294,514

 

Next

     

4,765

 

360,671

 

Ocado Group

     

16,958

a

500,232

 

Pearson

     

27,152

 

179,654

 

Persimmon

     

11,652

 

353,577

 

Prudential

     

94,478

 

1,153,909

 

Reckitt Benckiser Group

     

25,789

 

2,272,388

 

RELX

     

70,760

 

1,400,564

 

Rentokil Initial

     

68,008

 

463,712

 

Rio Tinto

     

40,729

 

2,308,070

 

Rio Tinto

     

13,420

 

875,138

 

Rolls-Royce Holdings

     

70,481

a,c

65,154

 

RSA Insurance Group

     

37,303

 

205,356

 

Schroders

     

4,794

 

162,454

 

Segro

     

43,538

 

508,942

 

Severn Trent

     

8,724

 

274,729

 

Smith & Nephew

     

31,859

 

553,899

 

Smiths Group

     

14,697

 

253,228

 

Spirax-Sarco Engineering

     

2,696

 

394,234

 

SSE

     

38,208

 

621,375

 

St. James's Place

     

19,650

 

229,788

 

Standard Chartered

     

99,449

 

455,171

 

Standard Life Aberdeen

     

86,546

 

252,687

 

30

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 98.3% (continued)

         

United Kingdom - 12.3% (continued)

         

Taylor Wimpey

     

129,139

a

176,607

 

Tesco

     

354,222

 

943,291

 

The British Land Company

     

30,545

 

137,963

 

The Sage Group

     

39,858

 

328,447

 

Unilever

     

42,428

 

2,419,246

 

Unilever

     

53,060

 

2,997,032

 

United Utilities Group

     

25,651

 

287,634

 

Vodafone Group

     

970,027

 

1,295,781

 

Whitbread

     

7,210

 

200,697

 

Wm Morrison Supermarkets

     

89,448

 

188,841

 

WPP

     

45,240

 

362,240

 
       

59,790,127

 

Total Common Stocks (cost $360,940,089)

     

476,531,085

 
   

Preferred Dividend
Yield (%)

         

Preferred Stocks - .6%

         

Germany - .6%

         

Bayerische Motoren Werke

 

4.73

 

1,938

 

100,217

 

Fuchs Petrolub

 

2.05

 

2,606

 

134,591

 

Henkel & Co.

 

2.03

 

6,559

 

640,120

 

Porsche Automobil Holding

 

4.07

 

5,584

 

299,211

 

Sartorius

 

0.10

 

1,281

 

541,842

 

Volkswagen

 

3.25

 

6,788

 

988,948

 

Total Preferred Stocks (cost $1,797,566)

     

2,704,929

 
       

Number of Rights

     

Rights - .0%

         

Singapore - .0%

         

Mapletree Logistics Trust, CI. R

     

1,803

 

0

 

United Kingdom - .0%

         

Rolls-Royce Holdings
(cost $244,281)

     

234,936

 

118,700

 

Total Rights (cost $244,281)

     

118,700

 
       

Principal Amount ($)

     

Short-Term Investments - .1%

         

U.S. Treasury Bills - .1%

         

0.14%, 2/25/21
(cost $330,855)

     

331,000

f,g

330,900

 

31

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

 

1-Day
Yield (%)

 

Shares

 

Value ($)

 

Investment Companies - .0%

         

Registered Investment Companies - .0%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $13,952)

 

0.10

 

13,952

h

13,952

 
               

Investment of Cash Collateral for Securities Loaned - .4%

         

Registered Investment Companies - .4%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $2,004,872)

 

0.10

 

2,004,872

h

2,004,872

 

Total Investments (cost $365,331,615)

 

99.4%

 

481,704,438

 

Cash and Receivables (Net)

 

.6%

 

3,032,772

 

Net Assets

 

100.0%

 

484,737,210

 

ADR—American Depository Receipt

BR—Bearer Certificate

CDI—Chess Depository Interest

CVA—Company Voluntary Arrangement

PC—Participation Certificate

REIT—Real Estate Investment Trust

RSP—Risparmio (Savings) Shares

a Non-income producing security.

b The valuation of this security has been determined in good faith by management under the direction of the Board of Directors. At October 31, 2020, the value of these securities amounted to $188,520 or .04% of net assets.

c Security, or portion thereof, on loan. At October 31, 2020, the value of the fund’s securities on loan was $2,592,026 and the value of the collateral was $3,022,828, consisting of cash collateral of $2,004,872 and U.S. Government & Agency securities valued at $1,017,956.

d Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2020, these securities were valued at $8,448,619 or 1.74% of net assets.

e The fund held Level 3 securities at October 31, 2020, these securities were valued at $1 or .0% of net assets.

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

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

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

32

 

   

Portfolio Summary (Unaudited)

Value (%)

Capital Goods

10.7

Pharmaceuticals Biotechnology & Life Sciences

10.5

Materials

7.5

Banks

7.1

Food, Beverage & Tobacco

6.7

Insurance

4.6

Consumer Durables & Apparel

4.6

Utilities

4.0

Telecommunication Services

3.9

Automobiles & Components

3.8

Diversified Financials

3.5

Household & Personal Products

3.3

Software & Services

3.2

Health Care Equipment & Services

3.2

Real Estate

3.1

Technology Hardware & Equipment

2.9

Energy

2.7

Transportation

2.4

Retailing

2.3

Semiconductors & Semiconductor Equipment

2.2

Commercial & Professional Services

2.1

Media & Entertainment

1.7

Food & Staples Retailing

1.5

Consumer Services

1.4

Investment Companies

.4

U.S. Treasury Bills

.1

 

99.4

 Based on net assets.

See notes to financial statements.

33

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS

             

Investment Companies

Value
10/31/19($)

Purchases($)

Sales($)

Value
10/31/20($)

Net
Assets(%)

Dividends/
Distributions($)

Registered Investment Companies;

       

Dreyfus Institutional Preferred Government Plus Money Market Fund

8,547,273

83,452,197

(91,985,518)

13,952

.0

35,177

Investment of Cash Collateral for Securities Loaned;

     

Dreyfus Institutional Preferred Government Plus Money Market Fund

1,499,874

26,646,565

(26,141,567)

2,004,872

.4

-

Total

10,047,147

110,098,762

(118,127,085)

2,018,824

.4

35,177

 Includes reinvested dividends/distributions.

See notes to financial statements.

34

 

STATEMENT OF FUTURES

October 31, 2020

             

Description

Number of
Contracts

Expiration

Notional
Value ($)

Market
Value ($)

Unrealized (Depreciation) ($)

 

Futures Long

   

MSCI EAFE Index

46

12/18/2020

4,128,037

4,102,970

(25,067)

 

Gross Unrealized Depreciation

 

(25,067)

 

See notes to financial statements.

35

 

STATEMENT OF FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS October 31, 2020

           

Counterparty/ Purchased
Currency

Purchased Currency
Amounts

Currency
Sold

Sold
Currency
Amounts

Settlement Date

Unrealized Appreciation (Depreciation) ($)

HSBC

United States Dollar

165,137

Swedish Krona

1,477,104

11/2/2020

(865)

United States Dollar

621,535

British Pound

482,195

11/2/2020

(3,161)

United States Dollar

275,480

Hong Kong Dollar

2,136,360

11/3/2020

(88)

United States Dollar

512,209

Swiss Franc

469,681

11/2/2020

(50)

United States Dollar

44,510

Danish Krone

284,302

11/2/2020

29

United States Dollar

1,569,264

Euro

1,346,176

11/2/2020

1,336

Societe Generale

United States Dollar

406,328

Australian Dollar

578,650

11/3/2020

(415)

United States Dollar

1,255,894

Japanese Yen

131,291,147

11/4/2020

1,778

United States Dollar

17,689

New Zealand Dollar

26,766

11/3/2020

(9)

United States Dollar

20,851

Singapore Dollar

28,473

11/3/2020

6

Gross Unrealized Appreciation

   

3,149

Gross Unrealized Depreciation

   

(4,588)

See notes to financial statements.

36

 

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2020

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $2,592,026)—Note 1(c):

 

 

 

Unaffiliated issuers

363,312,791

 

479,685,614

 

Affiliated issuers

 

2,018,824

 

2,018,824

 

Cash

 

 

 

 

3,574

 

Cash denominated in foreign currency

 

 

101,731

 

100,554

 

Receivable for investment securities sold

 

4,933,378

 

Tax reclaim receivable

 

1,907,222

 

Dividends and securities lending income receivable

 

1,268,220

 

Receivable for shares of Common Stock subscribed

 

174,387

 

Unrealized appreciation on forward foreign
currency exchange contracts—Note 4

 

3,149

 

 

 

 

 

 

490,094,922

 

Liabilities ($):

 

 

 

 

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

 

210,653

 

Note payable—Note 2

 

2,500,000

 

Liability for securities on loan—Note 1(c)

 

2,004,872

 

Payable for shares of Common Stock redeemed

 

611,322

 

Payable for futures variation margin—Note 4

 

19,282

 

Directors’ fees and expenses payable

 

6,693

 

Unrealized depreciation on forward foreign
currency exchange contracts—Note 4

 

4,588

 

Interest payable—Note 2

 

302

 

 

 

 

 

 

5,357,712

 

Net Assets ($)

 

 

484,737,210

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

459,332,647

 

Total distributable earnings (loss)

 

 

 

 

25,404,563

 

Net Assets ($)

 

 

484,737,210

 

       

Net Asset Value Per Share

Investor Shares

Class I

 

Net Assets ($)

290,572,254

194,164,956

 

Shares Outstanding

18,330,438

12,239,123

 

Net Asset Value Per Share ($)

15.85

15.86

 

 

 

 

 

See notes to financial statements.

 

 

 

37

 

STATEMENT OF OPERATIONS

Year Ended October 31, 2020

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $1,271,179 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

13,232,299

 

Affiliated issuers

 

 

35,119

 

Income from securities lending—Note 1(c)

 

 

29,175

 

Interest

 

 

16,414

 

Total Income

 

 

13,313,007

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

1,941,986

 

Shareholder servicing costs—Note 3(b)

 

 

814,922

 

Directors’ fees—Note 3(a,c)

 

 

51,985

 

Loan commitment fees—Note 2

 

 

18,050

 

Interest expense—Note 2

 

 

3,080

 

Total Expenses

 

 

2,830,023

 

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

 

 

(51,985)

 

Net Expenses

 

 

2,778,038

 

Investment Income—Net

 

 

10,534,969

 

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

 

 

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

(16,297,391)

 

Net realized gain (loss) on futures

452,886

 

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

69,009

 

Capital gain distributions from affiliated issuers

58

 

Net Realized Gain (Loss)

 

 

(15,775,438)

 

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

(39,929,036)

 

Net change in unrealized appreciation (depreciation) on futures

(315,748)

 

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

(1,439)

 

Net Change in Unrealized Appreciation (Depreciation)

 

 

(40,246,223)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

(56,021,661)

 

Net (Decrease) in Net Assets Resulting from Operations

 

(45,486,692)

 

 

 

 

 

 

 

 

See notes to financial statements.

         

38

 

STATEMENT OF CHANGES IN NET ASSETS

                   

 

 

 

 

Year Ended October 31,

 

 

 

 

2020

 

2019

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

10,534,969

 

 

 

17,327,302

 

Net realized gain (loss) on investments

 

(15,775,438)

 

 

 

(7,905,332)

 

Net change in unrealized appreciation
(depreciation) on investments

 

(40,246,223)

 

 

 

53,224,373

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

(45,486,692)

 

 

 

62,646,343

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Investor Shares

 

 

(10,250,790)

 

 

 

(8,364,440)

 

Class I

 

 

(8,149,102)

 

 

 

(5,935,815)

 

Total Distributions

 

 

(18,399,892)

 

 

 

(14,300,255)

 

Capital Stock Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Investor Shares

 

 

72,181,155

 

 

 

105,823,624

 

Class I

 

 

83,218,591

 

 

 

148,869,919

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Investor Shares

 

 

10,108,504

 

 

 

8,283,721

 

Class I

 

 

2,849,091

 

 

 

2,613,946

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Investor Shares

 

 

(122,621,734)

 

 

 

(113,641,135)

 

Class I

 

 

(129,419,920)

 

 

 

(121,154,112)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

(83,684,313)

 

 

 

30,795,963

 

Total Increase (Decrease) in Net Assets

(147,570,897)

 

 

 

79,142,051

 

Net Assets ($):

 

Beginning of Period

 

 

632,308,107

 

 

 

553,166,056

 

End of Period

 

 

484,737,210

 

 

 

632,308,107

 

Capital Share Transactions (Shares):

 

Investor Sharesa

 

 

 

 

 

 

 

 

Shares sold

 

 

4,500,560

 

 

 

6,463,952

 

Shares issued for distributions reinvested

 

 

566,938

 

 

 

557,451

 

Shares redeemed

 

 

(7,638,466)

 

 

 

(6,941,947)

 

Net Increase (Decrease) in Shares Outstanding

(2,570,968)

 

 

 

79,456

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

5,486,668

 

 

 

9,196,723

 

Shares issued for distributions reinvested

 

 

159,993

 

 

 

176,142

 

Shares redeemed

 

 

(8,596,354)

 

 

 

(7,407,853)

 

Net Increase (Decrease) in Shares Outstanding

(2,949,693)

 

 

 

1,965,012

 

 

 

 

 

 

 

 

 

 

 

aDuring the period ended October 31, 2019, 24,506 Class I shares representing $413,732 were exchanged for 24,506 Investor shares.

 

See notes to financial statements.

               

39

 

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements.

             
   
   

Year Ended October 31,

Investor Shares

 

2020

2019

2018

2017

2016a

Per Share Data ($):

           

Net asset value, beginning of period

 

17.52

16.24

17.90

15.01

15.86

Investment Operations:

           

Investment income—netb

 

.29

.46

.40

.35

.36

Net realized and unrealized
gain (loss) on investments

 

(1.46)

1.22

(1.67)

2.96

(.89)

Total from Investment Operations

 

(1.17)

1.68

(1.27)

3.31

(.53)

Distributions:

           

Dividends from
investment income—net

 

(.50)

(.40)

(.39)

(.42)

(.32)

Net asset value, end of period

 

15.85

17.52

16.24

17.90

15.01

Total Return (%)

 

(7.01)

10.79

(7.30)

22.71

(3.37)

Ratios/Supplemental Data (%):

           

Ratio of total expenses
to average net assets

 

.61

.61

.61

.61

.61

Ratio of net expenses
to average net assets

 

.60

.60

.60

.60

.60

Ratio of net investment income
to average net assets

 

1.80

2.76

2.24

2.20

2.43

Portfolio Turnover Rate

 

3.15

7.58

7.48

9.18

5.53

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

 

290,572

366,092

338,147

456,213

514,975

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

b Based on average shares outstanding.

See notes to financial statements.

40

 

             
     
   

Year Ended October 31,

Class I Shares

 

2020

2019

2018

2017

2016a

Per Share Data ($):

           

Net asset value, beginning of period

 

17.53

16.26

17.92

15.02

15.15

Investment Operations:

           

Investment income—netb

 

.33

.50

.46

.42

.02

Net realized and unrealized
gain (loss) on investments

 

(1.46)

1.22

(1.69)

2.94

(.15)

Total from Investment Operations

 

(1.13)

1.72

(1.23)

3.36

(.13)

Distributions:

           

Dividends from
investment income—net

 

(.54)

(.45)

(.43)

(.46)

-

Net asset value, end of period

 

15.86

17.53

16.26

17.92

15.02

Total Return (%)

 

(6.78)

11.06

(7.06)

23.04

(.86)c

Ratios/Supplemental Data (%):

           

Ratio of total expenses
to average net assets

 

.36

.36

.36

.36

.40d

Ratio of net expenses
to average net assets

 

.35

.35

.35

.35

.39d

Ratio of net investment income
to average net assets

 

2.04

3.02

2.55

2.48

1.95d

Portfolio Turnover Rate

 

3.15

7.58

7.48

9.18

5.53

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

 

194,165

266,216

215,019

155,546

673

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

b Based on average shares outstanding.

c Not annualized.

d Annualized.

See notes to financial statements.

41

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

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

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

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“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

42

 

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).

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

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

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

43

 

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

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

44

 

Futures, which are traded on an exchange, are valued at the last sales price on the securities exchange on which such securities are primarily traded or at the last sales price on the national securities market on each business day and are generally categorized within Level 1 of the fair value hierarchy. Forward foreign currency exchange contracts (“forward contracts”) are valued at the forward rate and are generally categorized within Level 2 of the fair value hierarchy.

The following is a summary of the inputs used as of October 31, 2020 in valuing the fund’s investments:

         
 

Level 1 - Unadjusted Quoted Prices

Level 2 - Other Significant Observable Inputs

Level 3 - Significant Unobservable Inputs

Total

Assets ($)

       

Investments in Securities:

 

 

 

 

Equity Securities-
Common Stocks

2,683,231

473,847,853††

1

476,531,085

Equity Securities-
Preferred Stocks

-

2,704,929††

-

2,704,929

Investment Companies

2,018,824

-

-

2,018,824

Rights

118,700

0††

-

118,700

U.S. Treasury Securities

-

330,900

-

330,900

Other Financial Instruments:

       

Forward Foreign Currency
Exchange Contracts†††

-

3,149

-

3,149

Liabilities ($)

       

Other Financial Instruments:

       

Forward Foreign Currency
Exchange Contracts†††

-

(4,588)

-

(4,588)

Futures†††

(25,067)

-

-

(25,067)

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

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

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

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

45

 

NOTES TO FINANCIAL STATEMENTS (continued)

   

 

Equity Securities—
Common Stock ($)

Balance as of 10/31/2019

0

Realized gain (loss)

-

Change in unrealized appreciation (depreciation)

0

Purchases/Issuances

-

Sales/Dispositions

-

Transfers into Level 3

1

Transfers out of Level 3

-

Balance as of 10/31/2020††

1

The amount of total gains (losses) for the period included in
earnings attributable to the change in unrealized gains
(losses) relating to investments still held at 10/31/2020

0

 Transfers into of Level 3 represent the value at the date of transfer. The transfer into Level 3 for the current period was due to the lack of observable inputs.

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

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

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

Foreign Taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the fund’s understanding of 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. Foreign taxes payable or deferred as of October 31, 2020, 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.

46

 

Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended October 31, 2020, The Bank of New York Mellon earned $5,579 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

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

(e) Risk: Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political, economic developments and public health conditions. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls and delayed settlements, and their prices may be more volatile than those of comparable securities in the U.S. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in

47

 

NOTES TO FINANCIAL STATEMENTS (continued)

these and other circumstances, such risks might affect companies world-wide.  Recent examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

(f) Dividends and distributions to shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make 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 October 31, 2020, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended October 31, 2020, the fund did not incur any interest or penalties.

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

At October 31, 2020, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $8,679,285, accumulated capital losses $69,354,409 and unrealized appreciation $86,079,687.

48

 

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

The 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 October 31, 2020. The fund has $94,547 of short-term capital losses and $69,259,862 of long-term capital losses which can be carried forward for an unlimited period.

The tax character of distributions paid to shareholders during the fiscal periods ended October 31, 2020 and October 31, 2019 were as follows: ordinary income $18,399,892 and $14,300,255, respectively.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by The Bank of New York Mellon (the “BNYM Credit Facility”), a subsidiary of BNY Mellon and an affiliate of the Adviser, each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. Prior to September 30, 2020, the Citibank Credit Facility was $927 million with Tranche A available in an amount equal to $747 million and Tranche B available in an amount equal to $180 million. Prior to March 11, 2020, the Citibank Credit Facility was $1.030 billion with Tranche A available in an amount equal to $830 million and Tranche B available in an amount equal to $200 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.

The average amount of borrowings outstanding under the Facilities during the period ended October 31, 2020 was approximately $185,519 with a related weighted average annualized interest rate of 1.66%.

49

 

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 3—Management Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement with the Adviser, the management fee is computed at the annual rate of .35% of the value of the fund’s average daily net assets and is payable monthly. Out of its fee, the Adviser pays all of the expenses of the fund, except management fees, Shareholder Services Plan fees, brokerage fees and commissions, taxes, interest expense, commitment fees on borrowings, fees and expenses of interested Directors (including counsel fees) and extraordinary expenses. In addition, the Adviser is required to reduce its fee in an amount equal to the fund’s allocable portion of fees and expenses of the non-interested Directors (including counsel fees). During the period ended October 31, 2020, fees reimbursed by the Adviser amounted to $51,985.

(b) Under the Shareholder Services Plan, Investor shares pay the Distributor at an annual rate of .25% of the value of its average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts, such as recordkeeping and sub-accounting services. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended October 31, 2020, the fund was charged $814,922 pursuant to the Shareholder Services Plan.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $153,426 and Shareholder Services Plan fees of $66,150, which are offset against an expense reimbursement currently in effect in the amount of $8,923.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, futures and forward contracts, during the period ended October 31, 2020, amounted to $17,157,046 and $101,073,259, respectively.

50

 

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

Each type of derivative instrument that was held by the fund during the period ended October 31, 2020 is discussed below.

Futures: In the normal course of pursuing its investment objective, the fund is exposed to market risk, including equity price risk, as a result of changes in value of underlying financial instruments. The fund invests in futures in order to manage its exposure to or protect against changes in the market. A futures contract represents a commitment for the future purchase or a sale of an asset at a specified date. Upon entering into such contracts, these investments require initial margin deposits with a counterparty, which consist of cash or cash equivalents. The amount of these deposits is determined by the exchange or Board of Trade on which the contract is traded and is subject to change. Accordingly, variation margin payments are received or made to reflect daily unrealized gains or losses which are recorded in the Statement of Operations. When the contracts are closed, the fund recognizes a realized gain or loss which is reflected in the Statement of Operations. There is minimal counterparty credit risk to the fund with futures since they are exchange traded, and the exchange guarantees the futures against default. Futures open at October 31, 2020, are set forth in the Statement of Futures.

Forward Foreign Currency Exchange Contracts: The fund enters into forward contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to settle foreign currency transactions or as a part of its investment strategy. When executing forward contracts, the fund is obligated to buy or sell a foreign currency at a specified rate on a certain date in the future. With respect to sales of forward contracts, the fund incurs a loss if the value of the contract increases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract decreases between those dates. With respect to purchases of forward contracts, the fund incurs a loss if the value of the contract

51

 

NOTES TO FINANCIAL STATEMENTS (continued)

decreases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract increases between those dates. Any realized or unrealized gains or losses which occurred during the period are reflected in the Statement of Operations. The fund is exposed to foreign currency risk as a result of changes in value of underlying financial instruments. The fund is also exposed to credit risk associated with counterparty nonperformance on these forward contracts, which is generally limited to the unrealized gain on each open contract. This risk may be mitigated by Master Agreements, if any, between the fund and the counterparty and the posting of collateral, if any, by the counterparty to the fund to cover the fund’s exposure to the counterparty. Forward contracts open at October 31, 2020 are set forth in the Statement of Forward Foreign Currency Exchange Contracts.

The following tables show the fund’s exposure to different types of market risk as it relates to the Statement of Assets and Liabilities and the Statement of Operations, respectively.

Fair value of derivative instruments as of October 31, 2020 is shown below:

               

 

 

Derivative
Assets ($)

 

 

 

Derivative
Liabilities ($)

 

Equity risk

-

 

Equity risk

(25,067)

1

Foreign exchange risk

3,149

2

Foreign exchange risk

(4,588)

2

Gross fair value of
derivative contracts

3,149

 

 

 

(29,655)

 

 

 

 

 

 

 

 

Statement of Assets and Liabilities location:

 

1Includes cumulative appreciation (depreciation) on futures as reported in the Statement of Futures, but only the unpaid variation margin is reported in the Statement of Assets and Liabilities.

2Unrealized appreciation (depreciation) on forward foreign currency exchange contracts.

The effect of derivative instruments in the Statement of Operations during the period ended October 31, 2020 is shown below:

             

Amount of realized gain (loss) on derivatives recognized in income ($)

 

Underlying
risk

Futures

1

Forward
Contracts

2

Total

 

Equity

452,886

 

-

 

452,886

 

Foreign
exchange

-

 

69,009

 

69,009

 

Total

452,886

 

69,009

 

521,895

 

 

 

 

 

 

 

 

52

 

               

Net change in unrealized appreciation (depreciation)
on derivatives recognized in income ($)

 

Underlying
risk

Futures

3

Forward
Contracts

4

Total

 

Equity

(315,748)

 

-

 

(315,748)

 

Foreign
exchange

-

 

(1,439)

 

(1,439)

 

Total

(315,748)

 

(1,439)

 

(317,187)

 

 

 

 

 

 

 

 

 

Statement of Operations location:

 

1Net realized gain (loss) on futures.

2Net realized gain (loss) on forward foreign currency exchange contracts.

3Net change in unrealized appreciation (depreciation) on futures.

4Net change in unrealized appreciation (depreciation) on forward foreign currency exchange contracts.

The provisions of ASC Topic 210 “Disclosures about Offsetting Assets and Liabilities” require disclosure on the offsetting of financial assets and liabilities. These disclosures are required for certain investments, including derivative financial instruments subject to Master Agreements which are eligible for offsetting in the Statement of Assets and Liabilities and require the fund to disclose both gross and net information with respect to such investments. For financial reporting purposes, the fund does not offset derivative assets and derivative liabilities that are subject to Master Agreements in the Statement of Assets and Liabilities.

At October 31, 2020, derivative assets and liabilities (by type) on a gross basis are as follows:

           

Derivative Financial Instruments:

 

Assets ($)

 

Liabilities ($)

 

Futures

 

-

 

(25,067)

 

Forward contracts

 

3,149

 

(4,588)

 

Total gross amount of derivative

 

 

 

 

 

assets and liabilities in the

 

 

 

 

 

Statement of Assets and Liabilities

 

3,149

 

(29,655)

 

Derivatives not subject to

 

 

 

 

 

Master Agreements

 

-

 

25,067

 

Total gross amount of assets

 

 

 

 

 

and liabilities subject to

 

 

 

 

 

Master Agreements

 

3,149

 

(4,588)

 

53

 

NOTES TO FINANCIAL STATEMENTS (continued)

The following tables present derivative assets and liabilities net of amounts available for offsetting under Master Agreements and net of related collateral received or pledged, if any, as of October 31, 2020:

             

 

 

 

Financial

 

 

 

 

 

 

Instruments

 

 

 

 

 

 

and Derivatives

 

 

 

 

Gross Amount of

 

Available

Collateral

 

Net Amount of

Counterparty

Assets ($)

1

for Offset ($)

Received ($)

 

Assets ($)

HSBC

1,365

 

(1,365)

-

 

-

Societe Generale

1,784

 

(424)

-

 

1,360

Total

3,149

 

(1,789)

-

 

1,360

 

 

 

 

 

 

 

 

 

 

Financial

 

 

 

 

 

 

Instruments

 

 

 

 

 

 

and Derivatives

 

 

 

 

Gross Amount of

 

Available

Collateral

 

Net Amount of

Counterparty

Liabilities ($)

1

for Offset ($)

Pledged ($)

 

Liabilities ($)

HSBC

(4,164)

 

1,365

-

 

(2,799)

Societe Generale

(424)

 

424

-

 

-

Total

(4,588)

 

1,789

-

 

(2,799)

 

 

 

 

 

 

 

1 Absent a default event or early termination, OTC derivative assets and liabilities are presented at gross amounts and are not offset in the Statement of Assets and Liabilities.

See Statement of Investments for detailed information regarding collateral held for open exchange traded derivative contracts.

The following summarizes the average market value of derivatives outstanding during the period ended October 31, 2020:

     

 

 

Average Market Value ($)

Equity futures

 

5,916,331

Forward contracts

 

606,514

 

 

 

At October 31, 2020, the cost of investments for federal income tax purposes was $395,715,574; accordingly, accumulated net unrealized appreciation on investments inclusive of derivative contracts was $85,988,810 consisting of $184,119,963 gross unrealized appreciation and $98,131,153 gross unrealized depreciation.

54

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon International Stock Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon International Stock Index Fund (the “Fund”) (one of the funds constituting BNY Mellon Index Funds, Inc.), including the statements of investments, investments in affiliated issuers, futures and forward foreign currency exchange contracts, as of October 31, 2020, 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 Index Funds, Inc.) at October 31, 2020, 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 Fund’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 Fund 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 Fund is not required to have, nor were we engaged to perform, an audit of the Fund’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 Fund’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 October 31, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. 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
December 23, 2020

55

 

IMPORTANT TAX INFORMATION (Unaudited)

In accordance with federal tax law, the fund elects to provide each shareholder with their portion of the fund’s foreign taxes paid and the income sourced from foreign countries. Accordingly, the fund hereby reports the following information regarding its fiscal year ended October 31, 2020:

- the total amount of taxes paid to foreign countries was $1,228,907

- the total amount of income sourced from foreign countries was $14,173,764

Where required by Federal tax law rules, shareholders will receive notification of their proportionate share of foreign taxes paid and foreign sourced income for the 2020 calendar year with Form 1099-DIV which will be mailed in early 2021. For the fiscal year ended October 31, 2020, 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, $18,947,332 represents the maximum amount that may be considered qualified dividend income.

56

 

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

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

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

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

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

Assessment of Program

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

During the period from June 1, 2019 to March 31, 2020, there were no material changes to the Program and no material liquidity events that impacted the fund. During the period, the fund held sufficient highly liquid assets to meet fund redemptions.

57

 

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited) (continued)

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

58

 

BOARD MEMBERS INFORMATION (Unaudited)

INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (77)

Chairman of the Board (1995)

Principal Occupation During Past 5 Years:

· Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as described in the fund’s Statement of Additional Information) (1995-Present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (1997-Present)

No. of Portfolios for which Board Member Serves: 110

———————

Peggy C. Davis (77)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Shad Professor of Law, New York University School of Law (1983-present)

No. of Portfolios for which Board Member Serves: 39

———————

Gina D. France (62)

Board Member (2019)

Principal Occupation During Past 5 Years:

· Founder, President and Chief Executive Officer, France Strategic Partners, a strategy and advisory firm serving corporate clients across the United States (2003 –Present)

· Corporate Director and Trustee (2004 – Present)

Other Public Company Board Memberships During Past 5 Years:

· Huntington Bancshares, a bank holding company headquartered in Columbus, Ohio, Director (2016 – Present)

· Cedar Fair, L.P., a publicly-traded partnership that owns and operates amusement parks and hotels in the U.S. and Canada, Director (2011 – Present)

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2015 – Present)

· Baldwin Wallace University, Trustee (2013- 2019)

· FirstMerit Corporation, a diversified financial services company, Director (2004 – 2016)

No. of Portfolios for which Board Member Serves: 25

———————

59

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)
INDEPENDENT BOARD MEMBERS (continued)

Joan Gulley (73)

Board Member (2017)

Principal Occupation During Past 5 Years:

· PNC Financial Services Group, Inc.(1993-2014), Executive Vice President and Chief Human Resources Officer and Executive Committee Member (2008-2014)

· Director, Nantucket Library (2015-Present)

No. of Portfolios for which Board Member Serves: 43

———————

Robin A. Melvin (57)

Board Member (2012)

Principal Occupation During Past 5 Years:

· Trustee, Westover School, a private girls’ boarding school in Middlebury, Connecticut (2019 – Present); Co-chairman, Mentor Illinois, a non-profit organization dedicated to increasing the quality of mentoring services in Illinois (2014 – 2020); Board member, Mentor Illinois (2013 – 2020)

No. of Portfolios for which Board Member Serves: 88

———————

Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street, New York, New York 10286. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

David P. Feldman, Emeritus Board Member
Ehud Houminer, Emeritus Board Member
James F. Henry, Emeritus Board Member
Lynn Martin, Emeritus Board Member
Dr. Martin Peretz, Emeritus Board Member
Philip L. Toia, Emeritus Board Member

60

 

OFFICERS OF THE FUND (Unaudited)

RENEE LAROCHE-MORRIS, President since May 2019.

President and a director of BNY Mellon Investment Adviser, Inc. since January 2018. She is an officer of 61 investment companies (comprised of 110 portfolios) managed by the Adviser. She is 49 years old and has been an employee of BNY Mellon since 2003.

JAMES WINDELS, Treasurer since November 2001.

Director-BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 62 years old and has been an employee of the Adviser since April 1985.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.

Chief Legal Officer of the Adviser and Associate General Counsel and Managing Director of BNY Mellon since June 2015; Director and Associate General Counsel of Deutsche Bank–Asset & Wealth Management Division from June 2005 to June 2015, and as Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 49 years old and has been an employee of the Adviser since June 2015.

DAVID DIPETRILLO, Vice President since May 2019.

Head of North America Product, BNY Mellon Investment Management since January 2018, Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017; Head of US Retail Product and Channel Marketing, BNY Mellon Investment Management from January 2014 to December 2015. He is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 42 years old and has been an employee of BNY Mellon since 2005.

JAMES BITETTO, Vice President since August 2005 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 54 years old and has been an employee of the Adviser since December 1996.

SONALEE CROSS, Vice President and Assistant Secretary since March 2018.

Counsel of BNY Mellon since October 2016; Associate at Proskauer Rose LLP from April 2016 to September 2016; Attorney at EnTrust Capital from August 2015 to February 2016; Associate at Sidley Austin LLP from September 2013 to August 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 33 years old and has been an employee of the Adviser since October 2016.

DEIRDRE CUNNANE, Vice President and Assistant Secretary since March 2019.

Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018; Trustee Associate at BNY Mellon Trust Company (Ireland) Limited from August 2013 to February 2016. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 30 years old and has been an employee of the Adviser since August 2018.

SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.

Managing Counsel of BNY Mellon since December 2017, Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 45 years old and has been an employee of the Adviser since March 2013.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55 years old and has been an employee of the Adviser since October 1990.

AMANDA QUINN, Vice President and Assistant Secretary since March 2020.

Counsel of BNY Mellon since June 2019; Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019; Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 35 years old and has been an employee of the Adviser since June 2019.

61

 

OFFICERS OF THE FUND (Unaudited) (continued)

PETER M. SULLIVAN, Vice President and Assistant Secretary since March 2019.

Managing Counsel of BNY Mellon since March 2009, Senior Counsel of BNY Mellon from April 2004 to March 2009, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 52 years old and has been an employee of the Adviser since January 2019.

NATALYA ZELENSKY, Vice President and Assistant Secretary since March 2017.

Managing Counsel of BNY Mellon since December 2019; Counsel of BNY Mellon from May 2016 to December 2019; Attorney at Wildermuth Endowment Strategy Fund/Wildermuth Advisory, LLC from November 2015 to May 2016 and Assistant General Counsel at RCS Advisory Services from July 2014 to November 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 35 years old and has been an employee of the Adviser since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager-BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 52 years old and has been an employee of the Adviser since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2005.

Senior Accounting Manager-BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 56 years old and has been an employee of the Adviser since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Adviser since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Adviser since November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.

Chief Compliance Officer of the Adviser, the BNY Mellon Family of Funds and BNY Mellon Funds Trust (62 investment companies, comprised of 133 portfolios). He is 63 years old and has served in various capacities with the Adviser since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016.

Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor. She is an officer of 56 investment companies (comprised of 134 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 52 years old and has been an employee of the Distributor since 1997.

62

 

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64

 

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65

 

For More Information

BNY Mellon International Stock Index Fund

240 Greenwich Street
New York, NY 10286

Adviser

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

Custodian

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

Transfer Agent &
Dividend Disbursing Agent

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

Distributor

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

   

Ticker Symbols:

Investor: DIISX Class I: DINIX

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

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

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

Internet Information can be viewed online or downloaded at www.bnymellonim.com/us

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

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

   

© 2020 BNY Mellon Securities Corporation
0079AR1020

 


 

BNY Mellon S&P 500 Index Fund

 

ANNUAL REPORT

October 31, 2020

 

 

 

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

 

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

 

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

 

Contents

THE FUND

FOR MORE INFORMATION

 

Back Cover

 

       
 


BNY Mellon S&P 500 Index Fund

 

The Fund

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

Dear Shareholder:

We are pleased to present this annual report for BNY Mellon S&P 500 Index Fund, covering the 12-month period from November 1, 2019 through October 31, 2020. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

Accommodative rate policies from the U.S. Federal Reserve (the “Fed”) and progress towards a U.S./China trade deal stoked optimism about future economic growth prospects the final months of 2019, fueling an equity rally. As we entered 2020, optimism turned to concern as COVID-19 began to spread across portions of Asia and Europe. When the virus reached the U.S. in March 2020, stocks became volatile. U.S. equities posted historic losses during the month due to investor concern over the economic impact of a widespread quarantine. Global central banks and governments launched emergency stimulus measures to support their respective economies, and equity valuations began to rebound, trending upward until the fall. Volatility returned in September 2020 and continued through October, as concerns over rising COVID-19 infection rates, continued trade tensions, the U.S. Congress’ failure to pass additional financial assistance and anxiety over the upcoming U.S. election constrained equity valuations.

In fixed-income markets, interest rates were heavily influenced by changes in Fed policy and investor concern over COVID-19. In 2019, as stocks rallied in response to Fed rate cuts, risk-asset valuations also rose while Treasuries lagged. When COVID-19 began to emerge, a flight to quality ensued, and Treasury rates fell significantly. The Fed cut rates twice in March 2020, resulting in an overnight lending target rate of nearly zero, and the government launched a large stimulus package. Risk-asset prices began to rebound, and bond indices generally rose until September 2020, when investment-grade instrument prices stalled. Yields in the intermediate and long portions of the Treasury curve rose during October, further constraining bond prices.

We believe the near-term outlook for the U.S. will be challenging, as the country continues to battle COVID-19. As always, we will monitor relevant data for meaningful developments. We encourage you to discuss the risks and opportunities in today’s investment environment with your financial advisor.

Thank you for your continued confidence and support.

Sincerely,

Renee LaRoche-Morris
President
BNY Mellon Investment Adviser, Inc.
November 16, 2020

2

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from November 1, 2019 through October 31, 2020, as provided by Thomas J. Durante, CFA, David France, CFA, Todd Frysinger, CFA, Vlasta Sheremeta, CFA, Michael Stoll, and Marlene Walker Smith, Portfolio Managers

Market and Fund Performance Overview

For the 12-month period ended October 31, 2020, the BNY Mellon S&P 500 Index Fund produced a total return of 9.13%.1 In comparison, the S&P 500® Index (the “Index”), the fund’s benchmark, returned 9.71% for the same period.2,3

Large-cap equities gained value during the reporting period despite pockets of volatility brought on by COVID-19. The difference in returns between the fund and the Index during the reporting period was primarily the result of transaction costs and operating expenses that are not reflected in the Index’s results.

The Fund’s Investment Approach

The fund seeks to match the performance of the Index. To pursue its goal, the fund generally is fully invested in stocks included in the Index and in futures whose performance is tied to the Index. The fund generally invests in all 500 stocks in the Index in proportion to their weighting in the Index.

The Index is an unmanaged index of 500 common stocks, chosen to reflect the industries of the U.S. economy, and is often considered a proxy for the stock market in general. S&P weights each company’s stock in the Index by its market capitalization (i.e., the share price times the number of shares outstanding), adjusted by the number of available float shares (i.e., those shares available to public investors). Companies included in the Index generally must have market capitalizations in excess of $8.2 billion, to the extent consistent with market conditions.

Central Bank Policy and COVID-19 Influence Markets

U.S. equities gained over the end of 2019, as investor optimism regarding trade and future economic growth prospects bolstered sentiment. Continued accommodative policies by the U.S. Federal Reserve (the “Fed”), coupled with encouraging economic data releases, worked to fuel a risk-on environment. Greater certainty as to the timing of Brexit was also forthcoming and aided investor optimism. In addition, as the year-end approached, both the U.S. and China indicated that a ‘Phase-One’ trade deal would be signed in early 2020.

Markets gave way to extreme risk aversion in early 2020, as the global scope of the COVID-19 pandemic became apparent. Equity valuations in the U.S. remained robust throughout January and February 2020, while markets in areas that experienced the virus earlier, such as China, began to experience volatility closer to the start of the calendar year. Financial markets also had to contend with a second major shock in the form of an oil-price war between Saudi Arabia and Russia, which caused oil prices to fall precipitously in March 2020. Worldwide, governments and central banks launched an unprecedented array of fiscal initiatives that sought to offset the economic impact of widespread lockdown measures and bolster asset prices. The intervention provided comfort to investors, and indices began to rally towards the end of March 2020. Supported by the intervention, equities generally went on to stage a recovery that lasted through August 2020. However, the recovery was company

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

and sector specific, as several industries that remained affected by COVID-19 prevention procedures did not fully participate. In September, volatility crept back into equity markets, as increasing COVID-19 infection rates began to concern investors. By October, several countries had begun to reinstitute some degree of behavioral restriction among residents in order to stem the spread of the virus. In addition, mounting political rhetoric in the U.S. due to the election, renewed trade difficulties between the U.S. and China, and other geopolitical events stoked investor anxiety. Stocks continued to exhibit volatility through the end of the period.

During the period, large-cap stocks generally outperformed both their mid-cap and small-cap counterparts.

Information Technology Stocks Lead the Market

The information technology sector led the Index over the reporting period. Technology stocks generally performed well prior to COVID-19, due to increased business spending on technological infrastructure. These securities also continued to lead the Index after COVID-19 appeared, due to increased demand for all things web-based as a result of the stay-at-home orders. Virtual gatherings increased, along with demand for cloud computing infrastructure. Software companies also benefited from increased demand, as did semiconductor and semiconductor equipment companies. Organizations exhibiting the strongest balance sheets generally led the pack. The consumer discretionary sector also delivered strong performance. Not wanting to visit stores in person, people went online to shop. Internet and direct marketing retail companies led the industry. Companies such as Amazon.com were top performers. Within the specialty retail industry, home improvement stores benefited results. Stuck at home, people took on home improvement projects and purchased items from these stores in order to complete them. Within the communication services sector, media and entertainment companies outperformed the broader market. Companies such as Facebook and Alphabet saw expanding user bases and increased traffic on their platforms, which drove up advertising revenue.

Conversely, laggards for the reporting period included the financials sector. Interest rates fell considerably during the 12 months, squeezing the profit margins for lending products. In addition, with widespread unemployment, some banks are reluctant to lend to consumers and businesses. In addition, several banks have loans to energy companies on the books, which are currently threatened due to the low price of oil. Insurance companies also suffered during the period, due in part to investor speculation regarding future costs of claims relating to COVID-19. The energy sector was hurt during the period by historic oil price volatility. Many of the energy companies in the Index are oil, gas and consumable fuels companies, which were directly affected by the falling price of oil. Lastly, the real estate sector was hurt by low demand for commercial real estate. With people working from home, businesses are not renewing their office space leases, and new leases are not being signed. Mall REITs have also been imperiled by reduced foot traffic at retail locations. Some anchor stores have filed for bankruptcy, and others have stopped making lease payments, driving down the price of these securities.

Replicating the Performance of the Index

Although we do not actively manage the fund’s investments in response to macroeconomic trends, it is worth noting that while the spread of COVID-19 and resulting economic

4

 

implications continue to impact markets and the economy, the U.S. government and Fed remain dedicated to supporting capital markets and the economy with various fiscal and monetary techniques. As always, we continue to monitor factors that affect the fund’s investments.

November 16, 2020

¹ Total return includes reinvestment of dividends and any capital gains paid. The fund’s return reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement. Had these expenses not been absorbed, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.

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

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

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

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

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

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

5

 

FUND PERFORMANCE (Unaudited)

Comparison of change in value of a $10,000 investment in BNY Mellon S&P 500 Index Fund shares with a hypothetical investment of $10,000 in the S&P 500® Index (the “Index”)

 Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a hypothetical $10,000 investment made in BNY Mellon S&P 500 Index Fund on 10/31/10 to a hypothetical investment of $10,000 made in the Index on that date. All dividends and capital gain distributions are reinvested.

The fund’s performance shown in the line graph above takes into account all applicable fees and expenses. The Index is widely regarded as the best single gauge of large-cap U.S. equities. The index includes 500 leading companies and captures approximately 80% coverage of available market capitalization. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

       

Average Annual Total Returns as of 10/31/2020

 

 

1 Year

5 Years

10 Years

Fund

9.13%

11.15%

12.46%

S&P 500® Index

9.71%

11.70%

13.00%

The performance data quoted represents past performance, which is no guarantee of future results. Share price and investment return fluctuate and an investor’s shares may be worth more or less than original cost upon redemption. Current performance may be lower or higher than the performance quoted. Go to www.bnymellonim.com/us for the fund’s most recent month-end returns.

The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

6

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

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

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon S&P 500 Index Fund from May 1, 2020 to October 31, 2020. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

       

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended October 31, 2020

 

 

 

 

 

 

 

 

 

Expense paid per $1,000

$2.68

 

Ending value (after expenses)

$1,130.20

 

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

Using the SEC’s method to compare expenses

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

       

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended October 31, 2020

 

 

 

 

 

 

 

 

 

Expense paid per $1,000

$2.54

 

Ending value (after expenses)

$1,022.62

 

Expenses are equal to the fund’s annualized expense ratio of .50%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

7

 

STATEMENT OF INVESTMENTS

October 31, 2020

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6%

         

Automobiles & Components - .4%

         

Aptiv

     

20,677

 

1,995,124

 

BorgWarner

     

15,670

 

548,137

 

Ford Motor

     

303,770

 

2,348,142

 

General Motors

     

95,366

 

3,292,988

 
       

8,184,391

 

Banks - 3.5%

         

Bank of America

     

581,203

 

13,774,511

 

Citigroup

     

158,393

 

6,560,638

 

Citizens Financial Group

     

31,684

 

863,389

 

Comerica

     

10,429

 

474,624

 

Fifth Third Bancorp

     

55,984

 

1,299,948

 

First Republic Bank

     

13,343

 

1,683,086

 

Huntington Bancshares

     

77,500

 

809,100

 

JPMorgan Chase & Co.

     

232,473

 

22,791,653

 

KeyCorp

     

72,703

 

943,685

 

M&T Bank

     

9,911

 

1,026,581

 

People's United Financial

     

33,302

 

355,332

 

Regions Financial

     

70,382

 

936,081

 

SVB Financial Group

     

4,049

a

1,177,044

 

The PNC Financial Services Group

     

32,190

 

3,601,417

 

Truist Financial

     

102,308

 

4,309,213

 

U.S. Bancorp

     

105,697

 

4,116,898

 

Wells Fargo & Co.

     

315,602

 

6,769,663

 

Zions Bancorp

     

12,139

 

391,726

 
       

71,884,589

 

Capital Goods - 5.6%

         

3M

     

44,232

 

7,075,351

 

A.O. Smith

     

10,382

b

536,646

 

Allegion

     

7,335

 

722,498

 

AMETEK

     

17,273

 

1,696,209

 

Carrier Global

     

61,318

 

2,047,408

 

Caterpillar

     

41,193

 

6,469,361

 

Cummins

     

11,141

 

2,449,794

 

Deere & Co.

     

23,822

 

5,381,628

 

Dover

     

10,892

 

1,205,853

 

Eaton

     

30,581

 

3,174,002

 

Emerson Electric

     

45,663

 

2,958,506

 

Fastenal

     

43,191

 

1,867,147

 

Flowserve

     

10,449

 

304,275

 

Fortive

     

25,519

 

1,571,970

 

Fortune Brands Home & Security

     

10,578

 

855,443

 

8

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6% (continued)

         

Capital Goods - 5.6% (continued)

         

General Dynamics

     

17,728

 

2,328,218

 

General Electric

     

670,475

 

4,974,925

 

Honeywell International

     

53,924

 

8,894,764

 

Howmet Aerospace

     

28,044

 

483,759

 

Huntington Ingalls Industries

     

3,373

 

497,450

 

IDEX

     

5,814

 

990,647

 

Illinois Tool Works

     

22,194

 

4,347,361

 

Ingersoll Rand

     

28,278

a

988,033

 

Jacobs Engineering Group

     

10,092

 

958,740

 

Johnson Controls International

     

56,722

 

2,394,236

 

L3Harris Technologies

     

16,601

 

2,674,587

 

Lockheed Martin

     

18,892

 

6,614,656

 

Masco

     

20,603

 

1,104,321

 

Northrop Grumman

     

11,960

 

3,466,247

 

Otis Worldwide

     

30,960

 

1,897,229

 

PACCAR

     

26,715

 

2,280,927

 

Parker-Hannifin

     

10,037

 

2,091,309

 

Pentair

     

12,469

 

620,457

 

Quanta Services

     

10,675

 

666,440

 

Raytheon Technologies

     

116,227

 

6,313,451

 

Rockwell Automation

     

8,936

 

2,118,904

 

Roper Technologies

     

8,005

 

2,972,577

 

Snap-on

     

4,316

 

679,899

 

Stanley Black & Decker

     

12,053

 

2,003,209

 

Teledyne Technologies

     

2,777

a

858,510

 

Textron

     

17,615

 

630,617

 

The Boeing Company

     

40,723

 

5,879,994

 

Trane Technologies

     

18,611

 

2,470,610

 

TransDigm Group

     

4,159

 

1,985,548

 

United Rentals

     

5,380

a

959,200

 

W.W. Grainger

     

3,438

 

1,203,369

 

Westinghouse Air Brake Technologies

     

13,885

 

823,381

 

Xylem

     

13,567

 

1,182,228

 
       

116,671,894

 

Commercial & Professional Services - .8%

         

Cintas

     

6,550

 

2,060,303

 

Copart

     

15,679

a

1,730,334

 

Equifax

     

9,240

 

1,262,184

 

IHS Markit

     

29,098

 

2,353,155

 

Nielsen Holdings

     

24,601

 

332,360

 

Republic Services

     

16,344

 

1,441,050

 

Robert Half International

     

9,086

 

460,569

 

Rollins

     

10,744

 

621,540

 

9

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6% (continued)

         

Commercial & Professional Services - .8% (continued)

         

Verisk Analytics

     

12,643

 

2,250,075

 

Waste Management

     

30,133

 

3,251,652

 
       

15,763,222

 

Consumer Durables & Apparel - 1.2%

         

D.R. Horton

     

25,269

 

1,688,222

 

Garmin

     

11,136

 

1,158,367

 

Hanesbrands

     

25,020

 

402,071

 

Hasbro

     

9,532

 

788,487

 

Leggett & Platt

     

10,737

 

448,055

 

Lennar, Cl. A

     

21,094

 

1,481,432

 

Mohawk Industries

     

4,974

a

513,267

 

Newell Brands

     

31,279

 

552,387

 

NIKE, Cl. B

     

94,865

 

11,391,389

 

NVR

     

267

a

1,055,475

 

PulteGroup

     

20,398

 

831,422

 

PVH

     

5,331

 

310,744

 

Ralph Lauren

     

3,779

 

252,626

 

Tapestry

     

19,155

 

425,816

 

Under Armour, Cl. A

     

16,416

a

227,197

 

Under Armour, Cl. C

     

16,459

a

201,294

 

VF

     

24,502

 

1,646,534

 

Whirlpool

     

4,856

 

898,166

 
       

24,272,951

 

Consumer Services - 1.6%

         

Carnival

     

37,907

b

519,705

 

Chipotle Mexican Grill

     

2,139

a

2,569,966

 

Darden Restaurants

     

10,111

 

929,403

 

Domino's Pizza

     

2,972

 

1,124,367

 

Hilton Worldwide Holdings

     

21,371

 

1,876,588

 

Las Vegas Sands

     

25,576

 

1,229,183

 

Marriott International, Cl. A

     

20,681

 

1,920,851

 

McDonald's

     

56,709

 

12,079,017

 

MGM Resorts International

     

32,255

 

663,485

 

Norwegian Cruise Line Holdings

     

17,862

a,b

297,045

 

Royal Caribbean Cruises

     

12,865

 

725,843

 

Starbucks

     

88,985

 

7,738,136

 

Wynn Resorts

     

7,600

 

550,468

 

Yum! Brands

     

23,248

 

2,169,736

 
       

34,393,793

 

Diversified Financials - 4.5%

         

American Express

     

49,559

 

4,521,763

 

Ameriprise Financial

     

9,384

 

1,509,229

 

Berkshire Hathaway, Cl. B

     

151,250

a

30,537,375

 

10

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6% (continued)

         

Diversified Financials - 4.5% (continued)

         

BlackRock

     

10,882

 

6,520,603

 

Capital One Financial

     

35,448

 

2,590,540

 

Cboe Global Markets

     

8,208

 

667,228

 

CME Group

     

27,483

 

4,142,238

 

Discover Financial Services

     

23,754

 

1,544,248

 

Franklin Resources

     

20,995

 

393,656

 

Intercontinental Exchange

     

43,367

 

4,093,845

 

Invesco

     

26,305

 

344,859

 

MarketAxess Holdings

     

2,849

 

1,535,184

 

Moody's

     

12,240

 

3,217,896

 

Morgan Stanley

     

108,529

 

5,225,671

 

MSCI

     

6,304

 

2,205,391

 

Nasdaq

     

8,898

 

1,076,569

 

Northern Trust

     

16,141

 

1,263,356

 

Raymond James Financial

     

9,695

 

741,086

 

S&P Global

     

18,332

 

5,916,286

 

State Street

     

27,280

 

1,606,792

 

Synchrony Financial

     

40,129

 

1,004,028

 

T. Rowe Price Group

     

17,125

 

2,169,053

 

The Bank of New York Mellon

     

61,422

 

2,110,460

 

The Charles Schwab

     

111,227

 

4,572,542

 

The Goldman Sachs Group

     

26,185

 

4,950,012

 
       

94,459,910

 

Energy - 2.0%

         

Apache

     

30,453

 

252,760

 

Baker Hughes

     

51,706

 

763,698

 

Cabot Oil & Gas

     

32,441

 

577,125

 

Chevron

     

146,655

 

10,192,522

 

Concho Resources

     

16,014

 

664,741

 

ConocoPhillips

     

81,899

 

2,343,949

 

Devon Energy

     

29,668

 

264,935

 

Diamondback Energy

     

13,067

 

339,219

 

EOG Resources

     

45,642

 

1,562,782

 

Exxon Mobil

     

322,136

 

10,508,076

 

Halliburton

     

66,520

 

802,231

 

Hess

     

21,037

 

782,997

 

HollyFrontier

     

12,696

 

235,003

 

Kinder Morgan

     

152,448

 

1,814,131

 

Marathon Oil

     

66,735

b

264,271

 

Marathon Petroleum

     

50,053

 

1,476,564

 

National Oilwell Varco

     

31,636

 

265,742

 

Occidental Petroleum

     

65,270

 

595,915

 

ONEOK

     

32,648

 

946,792

 

11

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6% (continued)

         

Energy - 2.0% (continued)

         

Phillips 66

     

32,806

 

1,530,728

 

Pioneer Natural Resources

     

12,494

 

994,023

 

Schlumberger

     

106,127

 

1,585,537

 

TechnipFMC

     

34,356

 

189,989

 

The Williams Companies

     

92,748

 

1,779,834

 

Valero Energy

     

31,883

 

1,231,003

 
       

41,964,567

 

Food & Staples Retailing - 1.6%

         

Costco Wholesale

     

33,649

 

12,033,555

 

Sysco

     

38,373

 

2,122,411

 

The Kroger Company

     

59,202

 

1,906,896

 

Walgreens Boots Alliance

     

55,952

 

1,904,606

 

Walmart

     

105,859

 

14,687,936

 
       

32,655,404

 

Food, Beverage & Tobacco - 3.4%

         

Altria Group

     

142,555

 

5,143,384

 

Archer-Daniels-Midland

     

42,456

 

1,963,165

 

Brown-Forman, Cl. B

     

14,054

 

979,704

 

Campbell Soup

     

15,112

 

705,277

 

Conagra Brands

     

37,340

 

1,310,261

 

Constellation Brands, Cl. A

     

12,985

 

2,145,512

 

General Mills

     

46,173

 

2,729,748

 

Hormel Foods

     

21,103

 

1,027,505

 

Kellogg

     

19,753

 

1,242,266

 

Lamb Weston Holdings

     

11,228

 

712,417

 

McCormick & Co.

     

9,670

 

1,745,532

 

Molson Coors Beverage, Cl. B

     

14,408

 

508,026

 

Mondelez International, Cl. A

     

108,639

 

5,770,904

 

Monster Beverage

     

28,130

a

2,153,914

 

PepsiCo

     

105,558

 

14,069,826

 

Philip Morris International

     

118,597

 

8,422,759

 

The Coca-Cola Company

     

294,705

 

14,163,522

 

The Hershey Company

     

11,403

 

1,567,456

 

The J.M. Smucker Company

     

9,004

 

1,010,249

 

The Kraft Heinz Company

     

48,305

 

1,477,650

 

Tyson Foods, Cl. A

     

23,372

 

1,337,580

 
       

70,186,657

 

Health Care Equipment & Services - 6.7%

         

Abbott Laboratories

     

134,968

 

14,186,486

 

ABIOMED

     

3,492

a

879,565

 

Align Technology

     

5,464

a

2,328,101

 

AmerisourceBergen

     

11,449

 

1,099,905

 

Anthem

     

19,280

 

5,259,584

 

12

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6% (continued)

         

Health Care Equipment & Services - 6.7% (continued)

         

Baxter International

     

38,339

 

2,973,956

 

Becton Dickinson & Co.

     

22,027

 

5,091,101

 

Boston Scientific

     

110,312

a

3,780,392

 

Cardinal Health

     

21,884

 

1,002,068

 

Centene

     

44,495

a

2,629,655

 

Cerner

     

23,414

 

1,641,087

 

Cigna

     

28,142

 

4,698,870

 

CVS Health

     

99,504

 

5,581,179

 

Danaher

     

48,101

 

11,041,104

 

DaVita

     

5,331

a,b

459,799

 

Dentsply Sirona

     

17,207

 

811,998

 

DexCom

     

7,213

a

2,305,131

 

Edwards Lifesciences

     

47,173

a

3,381,832

 

HCA Healthcare

     

19,943

 

2,471,735

 

Henry Schein

     

10,901

a

693,086

 

Hologic

     

20,225

a

1,391,885

 

Humana

     

10,131

 

4,045,106

 

IDEXX Laboratories

     

6,486

a

2,755,383

 

Intuitive Surgical

     

8,903

a

5,939,013

 

Laboratory Corp. of America Holdings

     

7,682

a

1,534,633

 

McKesson

     

12,329

 

1,818,404

 

Medtronic

     

102,410

 

10,299,374

 

Quest Diagnostics

     

10,388

 

1,268,790

 

ResMed

     

10,908

 

2,093,682

 

Steris

     

6,402

 

1,134,370

 

Stryker

     

24,838

 

5,017,524

 

Teleflex

     

3,475

 

1,105,849

 

The Cooper Companies

     

3,750

 

1,196,438

 

UnitedHealth Group

     

72,494

 

22,120,819

 

Universal Health Services, Cl. B

     

5,703

 

624,764

 

Varian Medical Systems

     

6,977

a

1,205,626

 

West Pharmaceutical Services

     

5,598

 

1,523,048

 

Zimmer Biomet Holdings

     

15,976

 

2,110,430

 
       

139,501,772

 

Household & Personal Products - 2.0%

         

Church & Dwight

     

18,935

 

1,673,665

 

Colgate-Palmolive

     

65,155

 

5,140,078

 

Kimberly-Clark

     

26,269

 

3,483,007

 

The Clorox Company

     

9,576

 

1,984,626

 

The Estee Lauder Companies, Cl. A

     

17,110

 

3,758,383

 

The Procter & Gamble Company

     

189,940

 

26,040,774

 
       

42,080,533

 

13

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6% (continued)

         

Insurance - 1.8%

         

Aflac

     

51,722

 

1,755,962

 

American International Group

     

66,390

 

2,090,621

 

Aon, Cl. A

     

17,941

 

3,301,323

 

Arthur J. Gallagher & Co.

     

15,010

 

1,556,687

 

Assurant

     

4,462

 

554,939

 

Chubb

     

34,837

 

4,525,675

 

Cincinnati Financial

     

11,142

 

788,185

 

Everest Re Group

     

2,971

 

585,525

 

Globe Life

     

7,241

 

587,173

 

Lincoln National

     

14,273

 

500,982

 

Loews

     

17,180

 

595,802

 

Marsh & McLennan Companies

     

38,457

 

3,978,761

 

MetLife

     

58,766

 

2,224,293

 

Principal Financial Group

     

19,782

 

775,850

 

Prudential Financial

     

29,744

 

1,904,211

 

The Allstate

     

24,281

 

2,154,939

 

The Hartford Financial Services Group

     

28,321

 

1,090,925

 

The Progressive

     

44,448

 

4,084,771

 

The Travelers Companies

     

19,089

 

2,304,233

 

Unum Group

     

14,589

 

257,642

 

W.R. Berkley

     

10,756

 

646,651

 

Willis Towers Watson

     

10,088

 

1,840,858

 
       

38,106,008

 

Materials - 2.7%

         

Air Products & Chemicals

     

16,783

 

4,636,136

 

Albemarle

     

7,939

b

739,994

 

Amcor

     

123,574

 

1,288,877

 

Avery Dennison

     

6,132

 

848,607

 

Ball

     

25,497

 

2,269,233

 

Celanese

     

9,372

 

1,063,816

 

CF Industries Holdings

     

15,663

 

432,455

 

Corteva

     

56,338

 

1,858,027

 

Dow

     

56,580

 

2,573,824

 

DuPont de Nemours

     

55,599

 

3,162,471

 

Eastman Chemical

     

10,526

 

850,922

 

Ecolab

     

19,208

 

3,526,397

 

FMC

     

10,009

 

1,028,325

 

Freeport-McMoRan

     

110,840

 

1,921,966

 

International Flavors & Fragrances

     

8,451

b

867,580

 

International Paper

     

29,660

 

1,297,625

 

Linde

     

40,010

 

8,815,803

 

LyondellBasell Industries, Cl. A

     

19,994

 

1,368,589

 

Martin Marietta Materials

     

4,648

 

1,237,995

 

14

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6% (continued)

         

Materials - 2.7% (continued)

         

Newmont

     

60,917

 

3,828,024

 

Nucor

     

22,482

 

1,073,740

 

Packaging Corp. of America

     

7,582

 

868,063

 

PPG Industries

     

18,219

 

2,363,369

 

Sealed Air

     

12,911

 

511,146

 

The Mosaic Company

     

24,998

 

462,463

 

The Sherwin-Williams Company

     

6,282

 

4,321,890

 

Vulcan Materials

     

10,457

 

1,514,592

 

WestRock

     

19,127

 

718,219

 
       

55,450,148

 

Media & Entertainment - 9.3%

         

Activision Blizzard

     

59,171

 

4,481,020

 

Alphabet, Cl. A

     

22,929

a

37,055,786

 

Alphabet, Cl. C

     

22,404

a

36,317,108

 

Charter Communications, Cl. A

     

11,486

a

6,935,477

 

Comcast, Cl. A

     

347,559

 

14,680,892

 

Discovery, Cl. A

     

12,602

a,b

255,064

 

Discovery, Cl. C

     

23,940

a

438,581

 

DISH Network, Cl. A

     

19,449

a

495,755

 

Electronic Arts

     

22,062

a

2,643,689

 

Facebook, Cl. A

     

183,507

a

48,282,527

 

Fox, Cl. A

     

27,587

 

731,607

 

Fox, Cl. B

     

11,206

 

292,925

 

Live Nation Entertainment

     

10,641

a

519,281

 

Netflix

     

33,632

a

16,000,088

 

News Corporation, Cl. A

     

32,325

 

424,427

 

News Corporation, Cl. B

     

8,955

 

116,594

 

Omnicom Group

     

15,898

 

750,386

 

Take-Two Interactive Software

     

8,743

a

1,354,466

 

The Interpublic Group of Companies

     

27,728

 

501,600

 

The Walt Disney Company

     

137,796

 

16,707,765

 

Twitter

     

60,404

a

2,498,309

 

ViacomCBS, Cl. B

     

42,147

 

1,204,140

 
       

192,687,487

 

Pharmaceuticals Biotechnology & Life Sciences - 7.3%

         

AbbVie

     

134,478

 

11,444,078

 

Agilent Technologies

     

23,964

 

2,446,485

 

Alexion Pharmaceuticals

     

17,023

a

1,960,028

 

Amgen

     

44,619

 

9,679,646

 

Biogen

     

12,001

a

3,025,092

 

Bio-Rad Laboratories, Cl. A

     

1,589

a

931,821

 

Bristol-Myers Squibb

     

171,701

 

10,035,923

 

Catalent

     

11,448

a

1,004,791

 

15

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6% (continued)

         

Pharmaceuticals Biotechnology & Life Sciences - 7.3% (continued)

         

Eli Lilly & Co.

     

60,453

 

7,886,698

 

Gilead Sciences

     

95,342

 

5,544,137

 

Illumina

     

11,075

a

3,241,653

 

Incyte

     

14,539

a

1,259,659

 

IQVIA Holdings

     

14,685

a

2,261,343

 

Johnson & Johnson

     

200,880

 

27,542,657

 

Merck & Co.

     

192,825

 

14,502,368

 

Mettler-Toledo International

     

1,840

a

1,836,154

 

Mylan

     

38,333

a

557,362

 

PerkinElmer

     

8,617

 

1,116,332

 

Perrigo

     

11,123

 

487,966

 

Pfizer

     

423,651

 

15,031,137

 

Regeneron Pharmaceuticals

     

8,051

a

4,376,202

 

Thermo Fisher Scientific

     

30,154

 

14,266,460

 

Vertex Pharmaceuticals

     

19,797

a

4,124,903

 

Waters

     

4,686

a

1,044,135

 

Zoetis

     

36,129

 

5,728,253

 
       

151,335,283

 

Real Estate - 2.6%

         

Alexandria Real Estate Equities

     

9,135

c

1,384,135

 

American Tower

     

33,767

c

7,754,592

 

Apartment Investment & Management, Cl. A

     

12,020

c

383,438

 

AvalonBay Communities

     

10,568

c

1,470,326

 

Boston Properties

     

11,266

c

815,771

 

CBRE Group, Cl. A

     

26,431

a

1,332,122

 

Crown Castle International

     

32,181

c

5,026,672

 

Digital Realty Trust

     

20,812

c

3,003,172

 

Duke Realty

     

29,377

c

1,116,032

 

Equinix

     

6,790

c

4,965,120

 

Equity Residential

     

26,611

c

1,250,185

 

Essex Property Trust

     

5,123

c

1,048,115

 

Extra Space Storage

     

10,091

c

1,170,051

 

Federal Realty Investment Trust

     

4,779

c

328,700

 

Healthpeak Properties

     

41,156

c

1,109,977

 

Host Hotels & Resorts

     

55,070

c

577,134

 

Iron Mountain

     

21,374

b,c

557,006

 

Kimco Realty

     

34,481

c

353,775

 

Mid-America Apartment Communities

     

8,654

c

1,009,316

 

Prologis

     

56,175

c

5,572,560

 

Public Storage

     

11,706

c

2,681,493

 

Realty Income

     

27,001

c

1,562,278

 

16

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6% (continued)

         

Real Estate - 2.6% (continued)

         

Regency Centers

     

12,816

c

456,121

 

SBA Communications

     

8,708

c

2,528,542

 

Simon Property Group

     

23,178

c

1,455,810

 

SL Green Realty

     

6,245

b,c

267,348

 

UDR

     

23,568

c

736,264

 

Ventas

     

29,237

c

1,153,984

 

Vornado Realty Trust

     

12,164

c

373,800

 

Welltower

     

32,157

c

1,729,082

 

Weyerhaeuser

     

58,654

c

1,600,668

 
       

54,773,589

 

Retailing - 8.3%

         

Advance Auto Parts

     

5,475

 

806,358

 

Amazon.com

     

32,505

a

98,690,056

 

AutoZone

     

1,830

a

2,066,033

 

Best Buy

     

17,382

 

1,938,962

 

Booking Holdings

     

3,113

a

5,050,843

 

CarMax

     

12,457

a,b

1,076,783

 

Dollar General

     

19,070

 

3,980,100

 

Dollar Tree

     

18,001

a

1,625,850

 

eBay

     

50,746

 

2,417,032

 

Etsy

     

8,262

a

1,004,577

 

Expedia Group

     

10,409

 

980,007

 

Genuine Parts

     

10,649

 

962,989

 

L Brands

     

18,759

 

600,476

 

LKQ

     

21,839

a

698,630

 

Lowe's

     

57,565

 

9,101,026

 

O'Reilly Automotive

     

5,652

a

2,467,663

 

Pool

     

2,755

 

963,782

 

Ross Stores

     

27,661

 

2,355,887

 

Target

     

38,414

 

5,847,379

 

The Gap

     

16,135

 

313,826

 

The Home Depot

     

82,114

 

21,900,625

 

The TJX Companies

     

91,119

 

4,628,845

 

Tiffany & Co.

     

8,111

 

1,061,243

 

Tractor Supply

     

8,848

 

1,178,642

 

Ulta Beauty

     

4,376

a

904,826

 
       

172,622,440

 

Semiconductors & Semiconductor Equipment - 5.0%

         

Advanced Micro Devices

     

90,142

a

6,786,791

 

Analog Devices

     

28,586

 

3,388,299

 

Applied Materials

     

69,347

 

4,107,423

 

Broadcom

     

30,645

 

10,714,411

 

Intel

     

324,300

 

14,360,004

 

17

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6% (continued)

         

Semiconductors & Semiconductor Equipment - 5.0% (continued)

         

KLA

     

12,085

 

2,382,920

 

Lam Research

     

11,052

 

3,780,668

 

Maxim Integrated Products

     

20,566

 

1,432,422

 

Microchip Technology

     

19,490

b

2,048,009

 

Micron Technology

     

84,347

a

4,246,028

 

NVIDIA

     

47,071

 

23,599,517

 

Qorvo

     

8,955

a

1,140,509

 

Qualcomm

     

85,958

 

10,603,779

 

Skyworks Solutions

     

12,574

 

1,776,580

 

Teradyne

     

11,462

 

1,006,937

 

Texas Instruments

     

69,779

 

10,089,346

 

Xilinx

     

18,421

 

2,186,388

 
       

103,650,031

 

Software & Services - 14.3%

         

Accenture, Cl. A

     

48,470

 

10,513,628

 

Adobe

     

36,579

a

16,354,471

 

Akamai Technologies

     

12,443

a

1,183,578

 

Ansys

     

6,637

a

2,020,104

 

Autodesk

     

16,640

a

3,919,386

 

Automatic Data Processing

     

32,663

 

5,159,447

 

Broadridge Financial Solutions

     

8,897

 

1,224,227

 

Cadence Design Systems

     

21,033

a

2,300,379

 

Citrix Systems

     

9,431

 

1,068,249

 

Cognizant Technology Solutions, Cl. A

     

41,542

 

2,966,930

 

DXC Technology

     

18,152

 

334,360

 

Fidelity National Information Services

     

47,140

 

5,873,173

 

Fiserv

     

42,200

a

4,028,834

 

FLEETCOR Technologies

     

6,488

a

1,433,264

 

Fortinet

     

10,274

a

1,133,941

 

Gartner

     

7,077

a

849,948

 

Global Payments

     

22,918

 

3,615,085

 

International Business Machines

     

67,804

 

7,570,995

 

Intuit

     

19,920

 

6,268,426

 

Jack Henry & Associates

     

5,724

 

848,583

 

Leidos Holdings

     

10,152

 

842,616

 

Mastercard, Cl. A

     

67,382

 

19,449,140

 

Microsoft

     

577,780

 

116,983,117

 

NortonLifeLock

     

44,891

 

923,408

 

Oracle

     

148,558

 

8,335,589

 

Paychex

     

24,363

 

2,003,857

 

Paycom Software

     

3,760

a

1,368,978

 

PayPal Holdings

     

89,475

a

16,653,982

 

18

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6% (continued)

         

Software & Services - 14.3% (continued)

         

salesforce.com

     

69,395

a

16,118,377

 

ServiceNow

     

14,598

a

7,263,527

 

Synopsys

     

11,748

a

2,512,427

 

The Western Union Company

     

32,354

 

628,962

 

Tyler Technologies

     

3,030

a

1,164,671

 

Verisign

     

7,589

a

1,447,222

 

Visa, Cl. A

     

128,625

b

23,372,449

 
       

297,735,330

 

Technology Hardware & Equipment - 8.0%

         

Amphenol, Cl. A

     

22,710

 

2,562,596

 

Apple

     

1,227,442

 

133,619,336

 

Arista Networks

     

4,394

a

917,907

 

CDW

     

10,874

 

1,333,152

 

Cisco Systems

     

322,637

 

11,582,668

 

Corning

     

59,293

 

1,895,597

 

F5 Networks

     

4,671

a

620,963

 

FLIR Systems

     

11,249

 

390,228

 

Hewlett Packard Enterprise

     

95,937

 

828,896

 

HP

     

106,888

 

1,919,708

 

IPG Photonics

     

2,623

a

487,773

 

Juniper Networks

     

25,931

 

511,359

 

Keysight Technologies

     

14,208

a

1,489,993

 

Motorola Solutions

     

12,798

 

2,022,852

 

NetApp

     

17,792

 

780,891

 

Seagate Technology

     

16,591

 

793,382

 

TE Connectivity

     

25,169

 

2,438,373

 

Vontier

     

10,207

a

293,349

 

Western Digital

     

23,457

 

885,033

 

Xerox Holdings

     

15,873

 

275,873

 

Zebra Technologies, Cl. A

     

4,091

a

1,160,371

 
       

166,810,300

 

Telecommunication Services - 1.8%

         

AT&T

     

543,169

 

14,676,426

 

CenturyLink

     

75,768

 

653,120

 

T-Mobile US

     

44,216

a

4,844,747

 

Verizon Communications

     

315,566

 

17,984,106

 
       

38,158,399

 

Transportation - 2.0%

         

Alaska Air Group

     

9,960

 

377,384

 

American Airlines Group

     

37,731

b

425,606

 

C.H. Robinson Worldwide

     

10,255

 

906,850

 

CSX

     

58,099

 

4,586,335

 

Delta Air Lines

     

48,692

 

1,491,923

 

19

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.6% (continued)

         

Transportation - 2.0% (continued)

         

Expeditors International of Washington

     

12,745

 

1,126,276

 

FedEx

     

18,312

 

4,751,415

 

J.B. Hunt Transport Services

     

6,100

 

742,614

 

Kansas City Southern

     

7,272

 

1,280,890

 

Norfolk Southern

     

19,362

 

4,048,981

 

Old Dominion Freight Line

     

7,405

 

1,409,690

 

Southwest Airlines

     

45,206

 

1,786,993

 

Union Pacific

     

51,713

 

9,163,026

 

United Airlines Holdings

     

22,113

a

748,746

 

United Parcel Service, Cl. B

     

53,849

 

8,460,216

 
       

41,306,945

 

Utilities - 3.2%

         

Alliant Energy

     

18,385

 

1,016,323

 

Ameren

     

19,244

 

1,561,073

 

American Electric Power

     

37,921

 

3,410,236

 

American Water Works

     

13,784

 

2,074,630

 

Atmos Energy

     

9,283

b

850,973

 

CenterPoint Energy

     

42,423

 

896,398

 

CMS Energy

     

22,275

 

1,410,676

 

Consolidated Edison

     

25,438

 

1,996,629

 

Dominion Energy

     

64,846

 

5,209,728

 

DTE Energy

     

14,919

 

1,841,303

 

Duke Energy

     

56,368

 

5,192,056

 

Edison International

     

29,420

 

1,648,697

 

Entergy

     

15,364

 

1,555,144

 

Evergy

     

17,094

 

943,589

 

Eversource Energy

     

25,987

 

2,267,885

 

Exelon

     

74,377

 

2,966,899

 

FirstEnergy

     

43,133

 

1,281,913

 

NextEra Energy

     

149,224

 

10,924,689

 

NiSource

     

30,097

 

691,328

 

NRG Energy

     

18,091

 

572,037

 

Pinnacle West Capital

     

8,690

 

708,843

 

PPL

     

59,088

 

1,624,920

 

Public Service Enterprise Group

     

38,496

 

2,238,542

 

Sempra Energy

     

22,073

 

2,767,071

 

The AES

     

50,951

 

993,545

 

The Southern Company

     

81,482

 

4,681,141

 

WEC Energy Group

     

24,173

 

2,430,595

 

Xcel Energy

     

40,108

 

2,808,763

 
       

66,565,626

 

Total Common Stocks (cost $517,341,822)

     

2,071,221,269

 

20

 

               
 

Description

     

Principal Amount ($)

 

Value ($)

 

Short-Term Investments - .1%

         

U.S. Treasury Bills - .1%

         

0.20%, 2/25/21
(cost $637,609)

     

638,000

d,e

637,806

 
   

1-Day
Yield (%)

 

Shares

     

Investment Companies - .3%

         

Registered Investment Companies - .3%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $5,915,828)

 

0.10

 

5,915,828

f

5,915,828

 
               

Investment of Cash Collateral for Securities Loaned - .0%

         

Registered Investment Companies - .0%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $637,495)

 

0.10

 

637,495

f

637,495

 

Total Investments (cost $524,532,754)

 

100.0%

 

2,078,412,398

 

Cash and Receivables (Net)

 

.0%

 

576,099

 

Net Assets

 

100.0%

 

2,078,988,497

 

a Non-income producing security.

b Security, or portion thereof, on loan. At October 31, 2020, the value of the fund’s securities on loan was $30,319,432 and the value of the collateral was $31,340,338, consisting of cash collateral of $637,495 and U.S. Government & Agency securities valued at $30,702,843.

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

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

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

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

   

Portfolio Summary (Unaudited)

Value (%)

Information Technology

27.3

Health Care

14.0

Consumer Discretionary

11.5

Communication Services

11.1

Financials

9.8

Industrials

8.4

Consumer Staples

7.0

Utilities

3.2

Materials

2.7

Real Estate

2.7

Energy

2.0

Investment Companies

.3

Government

.0

 

100.0

 Based on net assets.

See notes to financial statements.

21

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS

             

Investment Companies

Value
10/31/19 ($)

Purchases ($)

Sales ($)

Value
10/31/20 ($)

Net
Assets (%)

Dividends/
Distributions ($)

Registered Investment Companies;

     

Dreyfus Institutional Preferred Government Plus Money Market Fund

9,855,122

327,760,207

(331,699,501)

5,915,828

.3

93,293

Investment of Cash Collateral for Securities Loaned;

     

Dreyfus Institutional Preferred Government Plus Money Market Fund

728,181

35,170,521

(35,261,207)

637,495

.0

-

Total

10,583,303

362,930,728

(366,960,708)

6,553,323

.3

93,293

 Includes reinvested dividends/distributions

See notes to financial statements.

22

 

STATEMENT OF FUTURES

October 31, 2020

             

Description

Number of
Contracts

Expiration

Notional
Value ($)

Market
Value ($)

Unrealized (Depreciation) ($)

 

Futures Long

   

Standard & Poor's 500 E-mini

50

12/18/2020

8,700,682

8,161,750

(538,932)

 

Gross Unrealized Depreciation

 

(538,932)

 

See notes to financial statements.

23

 

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2020

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $30,319,432)—Note 1(b):

 

 

 

Unaffiliated issuers

517,979,431

 

2,071,859,075

 

Affiliated issuers

 

6,553,323

 

6,553,323

 

Cash

 

 

 

 

81,728

 

Dividends, interest and securities lending income receivable

 

2,078,793

 

Receivable for shares of Common Stock subscribed

 

1,443,149

 

Prepaid expenses

 

 

 

 

16

 

 

 

 

 

 

2,082,016,084

 

Liabilities ($):

 

 

 

 

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

 

906,706

 

Payable for shares of Common Stock redeemed

 

1,351,266

 

Liability for securities on loan—Note 1(b)

 

637,495

 

Payable for futures variation margin—Note 4

 

94,000

 

Directors’ fees and expenses payable

 

37,706

 

Interest payable—Note 2

 

414

 

 

 

 

 

 

3,027,587

 

Net Assets ($)

 

 

2,078,988,497

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

297,613,347

 

Total distributable earnings (loss)

 

 

 

 

1,781,375,150

 

Net Assets ($)

 

 

2,078,988,497

 

         

Shares Outstanding

 

 

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

40,384,192

 

Net Asset Value Per Share ($)

 

51.48

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

24

 

STATEMENT OF OPERATIONS

Year Ended October 31, 2020

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends:

 

Unaffiliated issuers

 

 

41,216,715

 

Affiliated issuers

 

 

90,993

 

Income from securities lending—Note 1(b)

 

 

110,431

 

Interest

 

 

60,675

 

Total Income

 

 

41,478,814

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

5,406,366

 

Shareholder servicing costs—Note 3(b)

 

 

5,406,366

 

Directors’ fees—Note 3(a,c)

 

 

218,930

 

Loan commitment fees—Note 2

 

 

73,094

 

Interest expense—Note 2

 

 

2,582

 

Total Expenses

 

 

11,107,338

 

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

 

 

(218,930)

 

Net Expenses

 

 

10,888,408

 

Investment Income—Net

 

 

30,590,406

 

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

 

 

Net realized gain (loss) on investments

262,190,121

 

Net realized gain (loss) on futures

1,287,946

 

Capital gain distributions from affiliated issuers

2,300

 

Net Realized Gain (Loss)

 

 

263,480,367

 

Net change in unrealized appreciation (depreciation) on investments

(103,895,584)

 

Net change in unrealized appreciation (depreciation) on futures

(902,680)

 

Net Change in Unrealized Appreciation (Depreciation)

 

 

(104,798,264)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

158,682,103

 

Net Increase in Net Assets Resulting from Operations

 

189,272,509

 

 

 

 

 

 

 

 

See notes to financial statements.

         

25

 

STATEMENT OF CHANGES IN NET ASSETS

                   

 

 

 

 

Year Ended October 31,

 

 

 

 

2020

 

2019

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

30,590,406

 

 

 

36,001,448

 

Net realized gain (loss) on investments

 

263,480,367

 

 

 

301,803,850

 

Net change in unrealized appreciation
(depreciation) on investments

 

(104,798,264)

 

 

 

(42,160,095)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

189,272,509

 

 

 

295,645,203

 

Distributions ($):

 

Distributions to shareholders

 

 

(299,400,194)

 

 

 

(312,814,481)

 

Capital Stock Transactions ($):

 

Net proceeds from shares sold

 

 

290,861,571

 

 

 

320,880,718

 

Distributions reinvested

 

 

291,570,932

 

 

 

305,420,036

 

Cost of shares redeemed

 

 

(665,872,499)

 

 

 

(764,586,883)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

(83,439,996)

 

 

 

(138,286,129)

 

Total Increase (Decrease) in Net Assets

(193,567,681)

 

 

 

(155,455,407)

 

Net Assets ($):

 

Beginning of Period

 

 

2,272,556,178

 

 

 

2,428,011,585

 

End of Period

 

 

2,078,988,497

 

 

 

2,272,556,178

 

Capital Share Transactions (Shares):

 

Shares sold

 

 

6,043,802

 

 

 

6,331,502

 

Shares issued for distributions reinvested

 

 

5,779,474

 

 

 

7,057,271

 

Shares redeemed

 

 

(13,574,483)

 

 

 

(15,051,465)

 

Net Increase (Decrease) in Shares Outstanding

(1,751,207)

 

 

 

(1,662,692)

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

               

26

 

FINANCIAL HIGHLIGHTS

The following table describes the performance for the fiscal periods indicated. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements.

                 
   
 

Year Ended October 31,

     

2020

2019

2018

2017

2016

Per Share Data ($):

           

Net asset value,
beginning of period

 

53.93

55.44

56.66

51.04

52.88

Investment Operations:

           

Investment income—neta

 

.71

.79

.78

.80

.84

Net realized and unrealized gain
(loss) on investments

 

4.07

5.03

2.97

10.12

1.11

Total from Investment Operations

 

4.78

5.82

3.75

10.92

1.95

Distributions:

           

Dividends from investment
income—net

 

(.85)

(.84)

(.86)

(.91)

(.87)

Dividends from net realized gain
on investments

 

(6.38)

(6.49)

(4.11)

(4.39)

(2.92)

Total Distributions

 

(7.23)

(7.33)

(4.97)

(5.30)

(3.79)

Net asset value, end of period

 

51.48

53.93

55.44

56.66

51.04

Total Return (%)

 

9.13

13.76

6.83

23.03

3.95

Ratios/Supplemental Data (%):

         

Ratio of total expenses to
average net assets

 

.51

.51

.51

.51

.51

Ratio of net expenses to
average net assets

 

.50

.50

.50

.50

.50

Ratio of net investment
income to
average net assets

 

1.41

1.55

1.39

1.52

1.68

Portfolio Turnover Rate

 

2.43

2.81

3.06

2.88

4.25

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

 

2,078,988

2,272,556

2,428,012

2,661,282

2,478,725

a Based on average shares outstanding.

See notes to financial statements.

27

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

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

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“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.

28

 

This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

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

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

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

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

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

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

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

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

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

29

 

NOTES TO FINANCIAL STATEMENTS (continued)

Directors (the “Board”). These securities are generally categorized within Level 2 of the fair value hierarchy.

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

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

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

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

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

The following is a summary of the inputs used as of October 31, 2020 in valuing the fund’s investments:

30

 

         
 

Level 1 - Unadjusted Quoted Prices

Level 2 - Other Significant Observable Inputs

Level 3 -Significant Unobservable Inputs

Total

Assets ($)

   

Investments in Securities:

   

Equity Securities—Common Stocks

2,071,221,269

-

-

2,071,221,269

Investment Companies

6,553,323

-

-

6,553,323

U.S. Treasury Securities

-

637,806

-

637,806

Liabilities ($)

       

Other Financial Instruments:

       

Futures††

(538,932)

-

-

(538,932)

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

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

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

Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended October 31, 2020, The Bank of

31

 

NOTES TO FINANCIAL STATEMENTS (continued)

New York Mellon earned $21,618 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

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

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

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

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

32

 

As of and during the period ended October 31, 2020, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended October 31, 2020, the fund did not incur any interest or penalties.

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

At October 31, 2020, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $25,798,142, undistributed capital gains $221,233,908 and unrealized appreciation $1,534,343,100.

The tax character of distributions paid to shareholders during the fiscal periods ended October 31, 2020 and October 31, 2019 were as follows: ordinary income $35,002,478 and $37,621,906, and long-term capital gains $264,397,716 and $275,192,575, respectively.

During the period ended October 31, 2020, 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 $35,803,954 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 $823.5 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by The Bank of New York Mellon (the “BNYM Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $688.5 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $135 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. Prior to September 30, 2020, the Citibank Credit Facility was $927 million with Tranche A available in an amount equal to $747 million and Tranche B available in an amount equal to $180 million. Prior to March 11, 2020, the Citibank Credit Facility was $1.030 billion with Tranche A available in an amount equal to $830 million and Tranche B available in an amount equal to $200 million. In connection therewith, the fund has agreed to pay its pro

33

 

NOTES TO FINANCIAL STATEMENTS (continued)

rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.

The average amount of borrowings outstanding under the Facilities during the period ended October 31, 2020 was approximately $193,716 with a related weighted average annualized interest rate of 1.33%.

NOTE 3—Management Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement (the “Agreement”) with the Adviser, the management fee is computed at the annual rate of .25% of the value of the fund’s average daily net assets and is payable monthly. Out of its fee, the Adviser pays all of the expenses of the fund except management fees, Shareholder Services Plan fees, brokerage fees and commissions, taxes, interest expense, commitment fees on borrowings, fees and expenses of interested Directors (including counsel fees) and extraordinary expenses. In addition, the Adviser is required to reduce its fee in an amount equal to the fund’s allocable portion of fees and expenses of the non-interested Directors (including counsel fees). During the period ended October 31, 2020, fees reimbursed by the Adviser amounted to $218,930.

(b) Under the Shareholder Services Plan, the fund pays the Distributor for the provision of certain services, at an annual rate of .25% of the value of the fund’s average daily net assets. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts such as recordkeeping and sub-accounting services. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended October 31, 2020, the fund was charged $5,406,366 pursuant to the Shareholder Services Plan.

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

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $463,568 and Shareholder Services Plan fees of $463,568, which are

34

 

offset against an expense reimbursement currently in effect in the amount of $20,430.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and futures, during the period ended October 31, 2020, amounted to $52,069,868 and $400,961,277, respectively.

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. Each type of derivative instrument that was held by the fund during the period ended October 31, 2020 is discussed below.

Futures: In the normal course of pursuing its investment objective, the fund is exposed to market risk, including equity price risk, as a result of changes in value of underlying financial instruments. The fund invests in futures in order to manage its exposure to or protect against changes in the market. A futures contract represents a commitment for the future purchase or a sale of an asset at a specified date. Upon entering into such contracts, these investments require initial margin deposits with a counterparty, which consist of cash or cash equivalents. The amount of these deposits is determined by the exchange or Board of Trade on which the contract is traded and is subject to change. Accordingly, variation margin payments are received or made to reflect daily unrealized gains or losses which are recorded in the Statement of Operations. When the contracts are closed, the fund recognizes a realized gain or loss which is reflected in the Statement of Operations. There is minimal counterparty credit risk to the fund with futures since they are exchange traded, and the exchange guarantees the futures against default. Futures open at October 31, 2020 are set forth in the Statement of Futures.

The following summarizes the average market value of derivatives outstanding during the period ended October 31, 2020:

     

 

 

Average Market Value ($)

Equity futures

 

14,629,898

 

 

 

At October 31, 2020, the cost of investments for federal income tax purposes was $544,069,298; accordingly, accumulated net unrealized appreciation on investments was $1,534,343,100, consisting of

35

 

NOTES TO FINANCIAL STATEMENTS (continued)

$1,586,320,770 gross unrealized appreciation and $51,977,670 gross unrealized depreciation.

NOTE 5—Pending Legal Matters:

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

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

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

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

On December 19, 2019, the Second Circuit issued an Amended and Corrected Opinion affirming dismissal of the constructive fraudulent transfer claims notwithstanding Merit Mgmt., because there is an alternate

36

 

basis for finding that the payments are safe-harbored under Section 546(e); namely, that, with respect to LBO payments, the Tribune Company is itself a “financial institution” because it was the customer of Computershare – a trust company and bank that acted as Tribune’s agent – and because all payments were made in connection with a securities contract.

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

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

The FitzSimons Litigation: On November 1, 2010, a case now styled, Mark S. Kirchner, as Litigation Trustee for the Tribune Litigation Trust v. FitzSimons, et al., S.D.N.Y. No. 12-cv-2652 (RJS) was filed (“the FitzSimons Litigation”). Among other things, the complaint sought recovery of alleged “fraudulent conveyances” from more than 5,000 Tribune shareholders (“Shareholder Defendants”), including the fund, that participated in the Tribune LBO. On May 23, 2014, the defendants filed a motion to dismiss, which the

37

 

NOTES TO FINANCIAL STATEMENTS (continued)

Court granted on January 9, 2017. The plaintiff then sought leave to file an interlocutory appeal. On February 23, 2017, the Court entered an order stating that it would permit the plaintiff to file an interlocutory appeal after the Court decided other pending motions.

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

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

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

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

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

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

On July 12, 2019, the Trustee filed a notice of appeal to the Second Circuit from the April 23, 2019, decision denying leave to amend the complaint to add constructive fraudulent transfer claims. On July 15, 2019, the Trustee filed a corrected notice of appeal to remedy technical errors with the notice filed on July 12, 2019. Briefing on these matters began in January 2020, and was completed and fully submitted to the Second Circuit by June 2020. Oral argument occurred in August 2020. In December 2020, Second Circuit Judge and panel member Ralph Winter, Jr., passed away. A decision is still expected in 2021, though it is unknown whether a third panel member will be sought to decide the pending appeal, whether additional

38

 

briefing or oral argument will be requested or required by a third panel member, if any, or whether any such request will impact the timing to a final decision.

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

39

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon S&P 500 Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon S&P 500 Index Fund (the “Fund”) (one of the funds constituting BNY Mellon Index Funds, Inc.), including the statements of investments, investments in affiliated issuers and futures, as of October 31, 2020, 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 Index Funds, Inc.) at October 31, 2020, 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 Fund’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 Fund 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 Fund is not required to have, nor were we engaged to perform, an audit of the Fund’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 Fund’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 October 31, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. 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
December 23, 2020

40

 

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby reports 100% of the ordinary dividends paid during the fiscal year ended October 31, 2020 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, $35,002,478 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2021 of the percentage applicable to the preparation of their 2020 income tax returns. The fund also hereby reports $.0044 per share as a long-term capital gain distribution paid on March 24, 2020 and also $6.3766 per share as a long-term capital gain distribution paid on December 26, 2019.

41

 

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

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

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

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

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

Assessment of Program

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

During the period from June 1, 2019 to March 31, 2020, there were no material changes to the Program and no material liquidity events that impacted the fund. During the period, the fund held sufficient highly liquid assets to meet fund redemptions.

42

 

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

43

 

BOARD MEMBERS INFORMATION (Unaudited)

INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (77)

Chairman of the Board (1995)

Principal Occupation During Past 5 Years:

· Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as described in the fund’s Statement of Additional Information) (1995-Present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (1997-Present)

No. of Portfolios for which Board Member Serves: 110

———————

Peggy C. Davis (77)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Shad Professor of Law, New York University School of Law (1983-present)

No. of Portfolios for which Board Member Serves: 39

———————

Gina D. France (62)

Board Member (2019)

Principal Occupation During Past 5 Years:

· Founder, President and Chief Executive Officer, France Strategic Partners, a strategy and advisory firm serving corporate clients across the United States (2003 –Present)

· Corporate Director and Trustee (2004 – Present)

Other Public Company Board Memberships During Past 5 Years:

· Huntington Bancshares, a bank holding company headquartered in Columbus, Ohio, Director (2016 – Present)

· Cedar Fair, L.P., a publicly-traded partnership that owns and operates amusement parks and hotels in the U.S. and Canada, Director (2011 – Present)

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2015 – Present)

· Baldwin Wallace University, Trustee (2013- 2019)

· FirstMerit Corporation, a diversified financial services company, Director (2004 – 2016)

No. of Portfolios for which Board Member Serves: 25

———————

44

 

Joan Gulley (73)

Board Member (2017)

Principal Occupation During Past 5 Years:

· PNC Financial Services Group, Inc.(1993-2014), Executive Vice President and Chief Human Resources Officer and Executive Committee Member (2008-2014)

· Director, Nantucket Library (2015-Present)

No. of Portfolios for which Board Member Serves: 43

———————

Robin A. Melvin (57)

Board Member (2012)

Principal Occupation During Past 5 Years:

· Trustee, Westover School, a private girls’ boarding school in Middlebury, Connecticut (2019 – Present); Co-chairman, Mentor Illinois, a non-profit organization dedicated to increasing the quality of mentoring services in Illinois (2014 – 2020); Board member, Mentor Illinois (2013 – 2020)

No. of Portfolios for which Board Member Serves: 88

———————

Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street, New York, New York 10286. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

David Feldman, Emeritus Board Member
James F. Henry, Emeritus Board Member
Ehud Houminer, Emeritus Board Member
Lynn Martin, Emeritus Board Member
Dr. Martin Peretz, Emeritus Board Member
Philip L. Toia, Emeritus Board Member

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OFFICERS OF THE FUND (Unaudited)

RENEE LAROCHE-MORRIS, President since May 2019.

President and a director of BNY Mellon Investment Adviser, Inc. since January 2018. She is an officer of 61 investment companies (comprised of 110 portfolios) managed by the Adviser. She is 49 years old and has been an employee of BNY Mellon since 2003.

JAMES WINDELS, Treasurer since November 2001.

Director-BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 62 years old and has been an employee of the Adviser since April 1985.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.

Chief Legal Officer of the Adviser and Associate General Counsel and Managing Director of BNY Mellon since June 2015; Director and Associate General Counsel of Deutsche Bank–Asset & Wealth Management Division from June 2005 to June 2015, and as Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 49 years old and has been an employee of the Adviser since June 2015.

DAVID DIPETRILLO, Vice President since May 2019.

Head of North America Product, BNY Mellon Investment Management since January 2018, Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017; Head of US Retail Product and Channel Marketing, BNY Mellon Investment Management from January 2014 to December 2015. He is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 42 years old and has been an employee of BNY Mellon since 2005.

JAMES BITETTO, Vice President since August 2005 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 54 years old and has been an employee of the Adviser since December 1996.

SONALEE CROSS, Vice President and Assistant Secretary since March 2018.

Counsel of BNY Mellon since October 2016; Associate at Proskauer Rose LLP from April 2016 to September 2016; Attorney at EnTrust Capital from August 2015 to February 2016; Associate at Sidley Austin LLP from September 2013 to August 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 33 years old and has been an employee of the Adviser since October 2016.

DEIRDRE CUNNANE, Vice President and Assistant Secretary since March 2019.

Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018; Trustee Associate at BNY Mellon Trust Company (Ireland) Limited from August 2013 to February 2016. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 30 years old and has been an employee of the Adviser since August 2018.

SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.

Managing Counsel of BNY Mellon since December 2017, Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 45 years old and has been an employee of the Adviser since March 2013.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55 years old and has been an employee of the Adviser since October 1990.

AMANDA QUINN, Vice President and Assistant Secretary since March 2020.

Counsel of BNY Mellon since June 2019; Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019; Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 35 years old and has been an employee of the Adviser since June 2019.

46

 

PETER M. SULLIVAN, Vice President and Assistant Secretary since March 2019.

Managing Counsel of BNY Mellon since March 2009, Senior Counsel of BNY Mellon from April 2004 to March 2009, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 52 years old and has been an employee of the Adviser since January 2019.

NATALYA ZELENSKY, Vice President and Assistant Secretary since March 2017.

Managing Counsel of BNY Mellon since December 2019; Counsel of BNY Mellon from May 2016 to December 2019; Attorney at Wildermuth Endowment Strategy Fund/Wildermuth Advisory, LLC from November 2015 to May 2016 and Assistant General Counsel at RCS Advisory Services from July 2014 to November 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 35 years old and has been an employee of the Adviser since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager-BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 52 years old and has been an employee of the Adviser since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2005.

Senior Accounting Manager-BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 56 years old and has been an employee of the Adviser since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Adviser since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Adviser since November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.

Chief Compliance Officer of the Adviser, the BNY Mellon Family of Funds and BNY Mellon Funds Trust (62 investment companies, comprised of 133 portfolios). He is 63 years old and has served in various capacities with the Adviser since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016.

Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor. She is an officer of 56 investment companies (comprised of 134 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 52 years old and has been an employee of the Distributor since 1997.

47

 

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48

 

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49

 

For More Information

BNY Mellon S&P 500 Index Fund

240 Greenwich Street
New York, NY 10286

Adviser

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

Custodian

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

Transfer Agent &
Dividend Disbursing Agent

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

Distributor

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

   

Ticker Symbol:

PEOPX

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

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

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

Internet Information can be viewed online or downloaded at www.bnymellonim.com/us

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

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

   

© 2020 BNY Mellon Securities Corporation
0078AR1020

 


 

BNY Mellon Smallcap Stock Index Fund

 

ANNUAL REPORT

October 31, 2020

 

 

 

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

 

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

 

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

 

Contents

THE FUND

FOR MORE INFORMATION

 

Back Cover

 

       
 


BNY Mellon Smallcap Stock Index Fund

 

The Fund

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

Dear Shareholder:

We are pleased to present this annual report for BNY Mellon Smallcap Stock Index Fund, covering the 12-month period from November 1, 2019 through October 31, 2020. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

Accommodative rate policies from the U.S. Federal Reserve (the “Fed”) and progress towards a U.S./China trade deal stoked optimism about future economic growth prospects the final months of 2019, fueling an equity rally. As we entered 2020, optimism turned to concern as COVID-19 began to spread across portions of Asia and Europe. When the virus reached the U.S. in March 2020, stocks became volatile. U.S. equities posted historic losses during the month due to investor concern over the economic impact of a widespread quarantine. Global central banks and governments launched emergency stimulus measures to support their respective economies, and equity valuations began to rebound, trending upward until the fall. Volatility returned in September 2020 and continued through October, as concerns over rising COVID-19 infection rates, continued trade tensions, the U.S. Congress’ failure to pass additional financial assistance and anxiety over the upcoming U.S. election constrained equity valuations.

In fixed-income markets, interest rates were heavily influenced by changes in Fed policy and investor concern over COVID-19. In 2019, as stocks rallied in response to Fed rate cuts, risk-asset valuations also rose while Treasuries lagged. When COVID-19 began to emerge, a flight to quality ensued, and Treasury rates fell significantly. The Fed cut rates twice in March 2020, resulting in an overnight lending target rate of nearly zero, and the government launched a large stimulus package. Risk-asset prices began to rebound, and bond indices generally rose until September 2020, when investment-grade instrument prices stalled. Yields in the intermediate and long portions of the Treasury curve rose during October, further constraining bond prices.

We believe the near-term outlook for the U.S. will be challenging, as the country continues to battle COVID-19. As always, we will monitor relevant data for meaningful developments. We encourage you to discuss the risks and opportunities in today’s investment environment with your financial advisor.

Thank you for your continued confidence and support.

Sincerely,

Renee LaRoche-Morris
President
BNY Mellon Investment Adviser, Inc.
November 16, 2020

2

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from November 1, 2019 through October 31, 2020, as provided by Thomas J. Durante, CFA, David France, CFA, Todd Frysinger, CFA, Vlasta Sheremeta, CFA, Michael Stoll, and Marlene Walker Smith, Portfolio Managers

Market and Fund Performance Overview

For the 12-month period ended October 31, 2020, the BNY Mellon Smallcap Stock Index Fund’s Investor shares produced a total return of -8.01%, and its Class I shares returned -7.79%.1 In comparison, the S&P SmallCap 600® Index (the “Index”), the fund’s benchmark, produced a -7.72% total return for the same period.2,3  

Small-cap stocks fell during the reporting period, due largely to volatility brought on by the spread of COVID-19. The difference in returns between the fund and the Index during the reporting period was primarily the result of transaction costs and operating expenses that are not reflected in the Index’s results.

The Fund’s Investment Approach

The fund seeks to match the performance of the Index. To pursue its goal, the fund generally is fully invested in all of the stocks that comprise the Index and in futures whose performance is tied to the Index. The fund generally invests in all 600 stocks in the Index in proportion to their weighting in the Index; however, at times, the fund may invest in a representative sample of stocks included in the Index and in futures whose performance is tied to the Index. Under these circumstances, the fund expects to invest in approximately 500 or more of the stocks in the Index.

The Index is an unmanaged index composed of 600 domestic stocks. S&P weights each company’s stock in the Index by its market capitalization (i.e., the share price times the number of shares outstanding), adjusted by the number of available float shares (i.e., those shares available to public investors). Companies included in the Index generally have market capitalizations ranging between approximately $600 million and $2.4 billion, to the extent consistent with market conditions.

Central Bank Policy and COVID-19 Influence Markets

U.S. equities gained over the end of 2019, as investor optimism regarding trade and future economic growth prospects bolstered sentiment. Continued accommodative policies by the U.S. Federal Reserve (the “Fed”), coupled with encouraging economic data releases, worked to fuel a risk-on environment. Greater certainty as to the timing of Brexit was also forthcoming and aided investor optimism. In addition, as the year-end approached, both the U.S. and China indicated that a ‘Phase-One’ trade deal would be signed in early 2020.

Markets gave way to extreme risk aversion in early 2020, as the global scope of the COVID-19 pandemic became apparent. Equity valuations in the U.S. remained robust throughout January and February 2020, while markets in areas that experienced the virus earlier, such as China, began to experience volatility closer to the start of the calendar year. Financial markets also had to contend with a second major shock in the form of an oil-price war between Saudi Arabia and Russia, which caused oil prices to fall precipitously in March 2020. Worldwide, governments and central banks launched an unprecedented array of fiscal initiatives that sought to offset the economic impact of widespread lockdown measures and

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

bolster asset prices. The intervention provided comfort to investors, and indices began to rally towards the end of March 2020. Supported by the intervention, equities generally went on to stage a recovery that lasted through August 2020. However, the recovery was company and sector specific, as several industries that remained affected by COVID-19 prevention procedures did not fully participate. In September, volatility crept back into equity markets, as increasing COVID-19 infection rates began to concern investors. By October, several countries had begun to reinstitute some degree of behavioral restriction among residents in order to stem the spread of the virus. In addition, mounting political rhetoric in the U.S. due to the election, renewed trade difficulties between the U.S. and China, and other geopolitical events stoked investor anxiety. Stocks continued to exhibit volatility through the end of the period.

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

Financials Stocks Weigh on the Market

Interest rates fell during the 12-month period, putting downward pressure on many financial stocks. Small banks were particularly hard hit, as a large portion of their revenues depends on mortgage products. Lower rates generally reduce the profitability of lending money. In addition, high rates of unemployment during the period have investors concerned about a possible uptick in mortgage defaults. Banks have set aside large sums of money as reserves in case of loan defaults, which could imperil balance sheet health for these institutions. Insurance company stocks also came under pressure, as investors speculated over the possible extent of costs associated with COVID-19 claims. As people sheltered in place during the period, real estate securities were also hit. Commercial and retail REITs were negatively affected, as people worked from home and did not visit stores in person. The energy sector also performed poorly. Reduced demand for gasoline from commuters and business travelers has helped to depress oil prices. Lower oil prices have financially strained some energy companies, resulting in reduced dividends and investor speculation about corporate viability.

There were spots of resilience within the small-cap markets. Health care companies led the Index for the year. Biotechnology was the best performing industry within the sector. Smaller biotech companies are nimbler than their larger counterparts and can often pivot their research and development efforts quickly. Many companies partnered with larger drug makers to develop and distribute COVID-19 therapies and treatments, bolstering stock prices. Medical equipment and supplies companies also led the broader market. Elective procedures increased the last several months of the period, increasing demand for equipment and supplies. Hospitals and medical offices have also been increasing their orders for diagnostic testing equipment. The consumer discretionary sector also performed well, particularly within the household durables industry. Demand for items such as cleaning products and food storage containers was very strong during the lockdown, boosting stock prices for companies such as Tupperware Brands. Many internet and direct marketing retail companies also posted positive results. People opted to purchase things online as opposed to visiting stores where they could be exposed to the virus. Companies such as Stamps.com and PetMed Express helped drive performance within the sector.

4

 

Replicating the Performance of the Index

Although we do not actively manage the fund’s investments in response to macroeconomic trends, it is worth noting that while the spread of COVID-19 and resulting economic implications continue to impact markets and the economy, the U.S. government and Fed remain dedicated to supporting capital markets and the economy with various fiscal and monetary techniques. As always, we continue to monitor factors that affect the fund’s investments.

November 16, 2020

¹ Total return includes reinvestment of dividends and any capital gains paid. The fund’s return reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement. Had these expenses not been absorbed, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.

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

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

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

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

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

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

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

5

 

FUND PERFORMANCE (Unaudited)

Comparison of change in value of a $10,000 investment in the Investor shares and Class I shares of BNY Mellon Smallcap Stock Index Fund with a hypothetical investment of $10,000 in the S&P SmallCap 600® Index (the “Index”)

 Source: Lipper Inc.

†† The total return figures presented for Class I shares of the fund reflect the performance of the fund’s Investor shares for the period prior to 8/31/16 (the inception date for Class I shares).

Past performance is not predictive of future performance.

The above graph compares a hypothetical $10,000 investment made in the Investor shares and Class I shares of BNY Mellon Smallcap Stock Index Fund on 10/31/10 to a hypothetical investment of $10,000 made in the Index on that date. All dividends and capital gain distributions are reinvested.

The fund’s performance shown in the line graph above takes into account all applicable fees and expenses. The Index measures the small-cap segment of the U.S. equity market. The index is designed to track companies that meet specific inclusion criteria to ensure that they are liquid and financially viable. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

         

Average Annual Total Returns as of 10/31/2020

 
 

Inception
Date

1 Year

5 Years

10 Years

Investor shares

6/30/97

-8.01%

5.96%

9.95%

Class I Shares

8/31/16

-7.79%

6.18%

10.07%

S&P SmallCap 600® Index

 

-7.72%

6.48%

10.39%

 The total return performance figures presented for Class I shares of the fund reflect the performance of the fund’s Investor shares for the period prior to 8/31/16 (the inception date for Class I shares).

The performance data quoted represents past performance, which is no guarantee of future results. Share price and investment return fluctuate and an investor’s shares may be worth more or less than original cost upon redemption. Current performance may be lower or higher than the performance quoted. Go to www.bnymellonim.com/us for the fund’s most recent month-end returns.

The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

6

 

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

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

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Smallcap Stock Index Fund from May 1, 2020 to October 31, 2020. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

         

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended October 31, 2020

 

 

 

 

 

 

 

 

Investor Shares

Class I

 

Expense paid per $1,000

$2.69

$1.35

 

Ending value (after expenses)

$1,143.60

$1,145.20

 

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

Using the SEC’s method to compare expenses

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

         

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended October 31, 2020

 

 

 

 

 

 

 

 

Investor Shares

Class I

 

Expense paid per $1,000

$2.54

$1.27

 

Ending value (after expenses)

$1,022.62

$1,023.88

 

Expenses are equal to the fund’s annualized expense ratio of .50% for Investor Shares and .25% for Class I, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

7

 

STATEMENT OF INVESTMENTS

October 31, 2020

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1%

         

Automobiles & Components - 1.8%

         

American Axle & Manufacturing Holdings

     

240,292

a

1,614,762

 

Cooper Tire & Rubber

     

103,593

 

3,562,563

 

Cooper-Standard Holdings

     

33,557

a

526,509

 

Dorman Products

     

60,212

a

5,375,125

 

Gentherm

     

69,107

a

3,198,963

 

LCI Industries

     

52,522

 

5,759,563

 

Motorcar Parts of America

     

40,449

a

595,814

 

Standard Motor Products

     

40,872

 

1,871,938

 

Winnebago Industries

     

71,270

 

3,346,127

 
       

25,851,364

 

Banks - 10.7%

         

Allegiance Bancshares

     

40,665

 

1,150,820

 

Ameris Bancorp

     

145,296

 

4,257,173

 

Axos Financial

     

109,582

a

2,987,205

 

Banc of California

     

93,426

 

1,121,112

 

BancFirst

     

39,232

 

1,743,862

 

BankUnited

     

192,389

 

4,857,822

 

Banner

     

72,969

 

2,690,367

 

Berkshire Hills Bancorp

     

103,698

 

1,351,185

 

Boston Private Financial Holdings

     

173,023

 

1,069,282

 

Brookline Bancorp

     

159,326

 

1,526,343

 

Cadence Bancorp

     

259,872

 

2,915,764

 

Capitol Federal Financial

     

275,147

 

3,158,688

 

Central Pacific Financial

     

61,426

 

845,836

 

City Holding

     

33,907

 

2,049,000

 

Columbia Banking System

     

149,086

 

4,235,533

 

Community Bank System

     

110,771

 

6,423,610

 

Customers Bancorp

     

60,228

a

832,351

 

CVB Financial

     

265,480

 

4,645,900

 

Dime Community Bancshares

     

60,585

 

766,400

 

Eagle Bancorp

     

67,455

 

2,018,254

 

FB Financial

     

65,077

 

1,919,772

 

First Bancorp

     

458,915

 

2,978,358

 

First Commonwealth Financial

     

208,618

 

1,798,287

 

First Financial Bancorp

     

206,188

 

2,948,488

 

First Hawaiian

     

267,915

 

4,624,213

 

First Midwest Bancorp

     

240,577

 

3,019,241

 

Flagstar Bancorp

     

88,464

 

2,596,418

 

Great Western Bancorp

     

118,439

 

1,538,523

 

Hanmi Financial

     

63,199

 

568,159

 

8

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Banks - 10.7% (continued)

         

Heritage Financial

     

76,110

 

1,595,266

 

HomeStreet

     

46,723

 

1,451,684

 

Hope Bancorp

     

255,034

 

2,058,124

 

Independent Bank

     

67,840

 

3,886,554

 

Independent Bank Group

     

76,133

 

3,926,940

 

Meta Financial Group

     

71,873

 

2,108,754

 

Mr. Cooper Group

     

146,718

a

3,092,815

 

National Bank Holdings, Cl. A

     

63,846

 

1,924,957

 

NBT Bancorp

     

90,464

 

2,476,904

 

NMI Holdings, Cl. A

     

176,020

a

3,782,670

 

Northfield Bancorp

     

99,749

 

1,013,450

 

Northwest Bancshares

     

265,623

 

2,834,197

 

OFG Bancorp

     

108,471

 

1,560,898

 

Old National Bancorp

     

340,745

 

4,763,615

 

Pacific Premier Bancorp

     

193,722

 

4,939,911

 

Park National

     

29,842

 

2,735,019

 

Preferred Bank

     

27,660

 

935,738

 

Provident Financial Services

     

153,418

 

2,081,882

 

Renasant

     

118,068

 

3,366,119

 

S&T Bancorp

     

83,593

 

1,654,305

 

Seacoast Banking Corp. of Florida

     

109,739

a

2,357,194

 

ServisFirst Bancshares

     

96,402

 

3,557,234

 

Simmons First National, Cl. A

     

226,897

 

3,854,980

 

Southside Bancshares

     

66,096

 

1,781,948

 

Tompkins Financial

     

25,635

 

1,435,304

 

Triumph Bancorp

     

46,744

a

1,969,325

 

TrustCo Bank

     

199,107

 

1,094,093

 

United Community Bank

     

179,489

 

3,758,500

 

Veritex Holdings

     

102,952

 

2,031,243

 

Walker & Dunlop

     

59,588

 

3,746,893

 

Westamerica Bancorporation

     

56,947

 

2,982,314

 
       

153,396,796

 

Capital Goods - 11.8%

         

AAON

     

85,013

 

4,965,609

 

AAR

     

70,799

 

1,377,748

 

Aegion

     

63,567

a

896,930

 

Aerojet Rocketdyne Holdings

     

152,547

a

4,945,574

 

AeroVironment

     

46,355

a

3,539,668

 

Alamo Group

     

20,434

 

2,458,823

 

Albany International, Cl. A

     

64,939

 

3,307,993

 

American Woodmark

     

35,307

a

2,916,711

 

Apogee Enterprises

     

55,416

 

1,323,888

 

Applied Industrial Technologies

     

79,928

 

4,879,604

 

9

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Capital Goods - 11.8% (continued)

         

Arcosa

     

99,724

 

4,604,257

 

Astec Industries

     

47,567

 

2,416,404

 

AZZ

     

54,715

 

1,837,877

 

Barnes Group

     

95,588

 

3,508,080

 

Chart Industries

     

73,521

a

6,208,848

 

CIRCOR International

     

42,395

a

1,182,821

 

Comfort Systems USA

     

75,860

 

3,474,388

 

Cubic

     

65,093

 

3,847,647

 

DXP Enterprises

     

33,621

a

525,832

 

Encore Wire

     

43,187

 

1,995,671

 

Enerpac Tool Group

     

123,251

 

2,197,565

 

EnPro Industries

     

43,518

 

2,568,432

 

ESCO Technologies

     

54,267

 

4,541,605

 

Federal Signal

     

124,280

 

3,564,350

 

Foundation Building Materials

     

45,421

a

661,330

 

Franklin Electric

     

79,926

 

4,773,980

 

Gibraltar Industries

     

66,777

a

3,836,339

 

GMS

     

88,949

a

2,010,247

 

Granite Construction

     

96,639

 

1,866,099

 

Griffon

     

92,994

 

1,993,791

 

Hillenbrand

     

155,776

 

4,556,448

 

Insteel Industries

     

40,059

 

871,684

 

John Bean Technologies

     

66,189

 

5,557,890

 

Kaman

     

57,387

 

2,275,968

 

Lindsay

     

22,777

 

2,398,418

 

Lydall

     

36,304

a

718,456

 

Meritor

     

148,767

a

3,620,989

 

Moog, Cl. A

     

61,760

 

3,853,206

 

Mueller Industries

     

120,083

 

3,474,001

 

MYR Group

     

35,165

a

1,503,304

 

National Presto Industries

     

10,615

 

882,000

 

NOW

     

235,217

a

957,333

 

Park Aerospace

     

43,326

 

458,822

 

Patrick Industries

     

45,624

 

2,543,538

 

PGT Innovations

     

123,669

a

2,050,432

 

Powell Industries

     

17,815

 

420,968

 

Proto Labs

     

55,781

a

6,586,621

 

Quanex Building Products

     

70,965

 

1,291,563

 

Raven Industries

     

74,048

 

1,623,132

 

Resideo Technologies

     

252,594

a

2,546,148

 

SPX

     

92,095

a

3,903,907

 

SPX FLOW

     

87,310

a

3,697,579

 

Standex International

     

26,090

 

1,619,928

 

10

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Capital Goods - 11.8% (continued)

         

Tennant

     

39,072

 

2,329,473

 

The Greenbrier Companies

     

68,894

 

1,858,760

 

Titan International

     

95,909

 

263,750

 

Triumph Group

     

109,893

 

725,294

 

UFP Industries

     

127,928

 

6,384,887

 

Veritiv

     

26,168

a

376,819

 

Vicor

     

43,209

a

3,370,302

 

Wabash National

     

109,616

 

1,563,124

 

Watts Water Technologies, Cl. A

     

57,283

 

6,345,238

 
       

168,858,093

 

Commercial & Professional Services - 2.9%

         

ABM Industries

     

137,634

 

4,778,653

 

Brady, Cl. A

     

99,685

 

3,760,118

 

Deluxe

     

88,121

 

1,889,314

 

Exponent

     

107,993

 

7,515,233

 

Forrester Research

     

23,600

a

871,784

 

Harsco

     

166,985

a

2,154,107

 

Heidrick & Struggles International

     

39,152

 

894,623

 

Interface

     

123,523

 

757,196

 

Kelly Services, Cl. A

     

72,393

 

1,258,190

 

Korn Ferry

     

118,085

 

3,564,986

 

Matthews International, Cl. A

     

66,239

 

1,445,997

 

Pitney Bowes

     

354,250

 

1,881,068

 

R.R. Donnelley & Sons

     

182,459

 

213,477

 

Resources Connection

     

64,062

 

688,026

 

Team

     

70,344

a

377,044

 

TrueBlue

     

75,992

a

1,179,396

 

U.S. Ecology

     

64,222

 

1,960,055

 

UniFirst

     

31,820

 

5,212,434

 

Viad

     

41,819

 

836,380

 
       

41,238,081

 

Consumer Durables & Apparel - 6.1%

         

Callaway Golf

     

199,090

 

3,083,904

 

Capri Holdings

     

313,841

a

6,659,706

 

Cavco Industries

     

18,076

a

3,111,603

 

Century Communities

     

59,300

a

2,303,212

 

Crocs

     

140,862

a

7,371,308

 

Ethan Allen Interiors

     

46,779

 

750,803

 

Fossil Group

     

99,266

a

566,809

 

G-III Apparel Group

     

91,127

a

1,228,392

 

Installed Building Products

     

47,255

a

4,278,468

 

iRobot

     

58,148

a

4,627,418

 

Kontoor Brands

     

97,276

 

3,200,380

 

11

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Consumer Durables & Apparel - 6.1% (continued)

         

La-Z-Boy

     

94,496

 

3,234,598

 

LGI Homes

     

46,058

a

4,922,679

 

M.D.C. Holdings

     

103,308

 

4,495,964

 

M/I Homes

     

60,404

a

2,471,732

 

Meritage Homes

     

78,635

a

6,848,322

 

Movado Group

     

32,748

 

357,281

 

Oxford Industries

     

35,044

 

1,442,762

 

Steven Madden

     

161,808

 

3,885,010

 

Sturm Ruger & Co.

     

36,503

 

2,440,591

 

Tupperware Brands

     

103,485

 

3,282,544

 

Unifi

     

27,784

a

416,482

 

Universal Electronics

     

29,878

a

1,107,279

 

Vera Bradley

     

44,186

a

280,139

 

Vista Outdoor

     

123,064

a

2,432,975

 

Wolverine World Wide

     

170,561

 

4,548,862

 

YETI Holdings

     

154,845

a

7,661,731

 
       

87,010,954

 

Consumer Services - 1.8%

         

American Public Education

     

31,295

a

884,710

 

BJ's Restaurants

     

46,084

 

1,300,030

 

Bloomin‘ Brands

     

165,452

 

2,313,019

 

Brinker International

     

92,868

 

4,043,473

 

Chuy's Holdings

     

40,449

a

849,025

 

Dave & Buster's Entertainment

     

99,051

 

1,699,715

 

Dine Brands Global

     

35,130

 

1,807,439

 

El Pollo Loco Holdings

     

40,451

a

571,168

 

Fiesta Restaurant Group

     

37,377

a

322,937

 

Monarch Casino & Resort

     

25,857

a

1,121,935

 

Perdoceo Education

     

144,833

a

1,635,165

 

Red Robin Gourmet Burgers

     

30,679

a

369,375

 

Regis

     

47,158

a

261,255

 

Ruth's Hospitality Group

     

65,322

 

730,300

 

Shake Shack, Cl. A

     

74,575

a

5,035,304

 

The Cheesecake Factory

     

88,471

 

2,629,358

 
       

25,574,208

 

Diversified Financials - 3.0%

         

Apollo Commercial Real Estate Finance

     

288,436

b

2,509,393

 

ARMOUR Residential REIT

     

133,713

b

1,275,622

 

Blucora

     

104,051

a

1,035,307

 

Brightsphere Investment Group

     

127,639

 

1,761,418

 

Capstead Mortgage

     

202,948

b

1,037,064

 

Donnelley Financial Solutions

     

61,615

a

778,197

 

Encore Capital Group

     

64,704

a

2,065,999

 

12

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Diversified Financials - 3.0% (continued)

         

Enova International

     

74,164

a

1,138,417

 

EZCORP, Cl. A

     

113,458

a

506,023

 

Granite Point Mortgage Trust

     

117,525

b

792,119

 

Green Dot, Cl. A

     

111,079

a

5,922,732

 

Greenhill & Co.

     

30,570

 

395,270

 

Invesco Mortgage Capital

     

381,247

b

1,029,367

 

KKR Real Estate Finance Trust

     

56,077

b

937,047

 

New York Mortgage Trust

     

768,490

b

1,951,965

 

PennyMac Mortgage Investment Trust

     

210,076

b

3,144,838

 

Piper Sandler

     

28,053

 

2,341,023

 

PRA Group

     

96,302

a

3,286,787

 

Ready Capital

     

83,925

b

943,317

 

Redwood Trust

     

243,817

b

2,072,445

 

StoneX Group

     

34,756

a

1,841,373

 

Virtus Investment Partners

     

15,264

 

2,435,371

 

Waddell & Reed Financial, Cl. A

     

138,098

 

2,119,804

 

WisdomTree Investments

     

240,195

 

874,310

 

World Acceptance

     

9,718

a

816,215

 
       

43,011,423

 

Energy - 2.8%

         

Archrock

     

276,066

 

1,637,071

 

Bonanza Creek Energy

     

38,659

a

684,651

 

Bristow Group

     

43,898

a

912,200

 

Callon Petroleum

     

86,101

a

450,308

 

CONSOL Energy

     

60,927

a

230,913

 

Core Laboratories

     

94,809

 

1,369,990

 

DMC Global

     

30,852

 

1,097,406

 

Dorian LPG

     

69,317

a

568,399

 

Dril-Quip

     

74,264

a

1,923,438

 

Exterran

     

54,395

a

230,091

 

Geospace Technologies

     

24,957

a

128,029

 

Green Plains

     

69,893

a

1,055,384

 

Gulfport Energy

     

346,385

a

88,675

 

Helix Energy Solutions Group

     

301,201

a

746,978

 

Helmerich & Payne

     

227,433

 

3,381,929

 

Laredo Petroleum

     

18,505

a

148,780

 

Matador Resources

     

234,278

a

1,656,345

 

Matrix Service

     

55,175

a

419,330

 

Nabors Industries

     

13,915

 

395,464

 

Oceaneering International

     

219,057

a

893,753

 

Oil States International

     

126,206

a

314,253

 

Par Pacific Holdings

     

84,212

a

542,325

 

Patterson-UTI Energy

     

396,046

 

1,013,878

 

13

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Energy - 2.8% (continued)

         

PBF Energy, Cl. A

     

182,550

 

852,509

 

PDC Energy

     

208,506

a

2,485,392

 

Penn Virginia

     

30,771

a

236,321

 

ProPetro Holding

     

171,862

a

678,855

 

QEP Resources

     

515,957

 

464,361

 

Range Resources

     

522,742

 

3,439,642

 

Renewable Energy Group

     

81,079

a

4,572,856

 

REX American Resources

     

11,840

a

860,650

 

RPC

     

118,657

a

282,404

 

SEACOR Holdings

     

39,281

a

1,203,177

 

SM Energy

     

231,832

 

373,250

 

Southwestern Energy

     

1,251,129

a

3,340,514

 

Talos Energy

     

48,400

a

318,472

 

U.S. Silica Holdings

     

149,010

 

405,307

 
       

39,403,300

 

Food & Staples Retailing - .6%

         

PriceSmart

     

48,755

 

3,364,095

 

SpartanNash

     

76,929

 

1,416,263

 

The Andersons

     

65,148

 

1,413,060

 

The Chefs' Warehouse

     

67,633

a

914,398

 

United Natural Foods

     

114,412

a

1,666,983

 
       

8,774,799

 

Food, Beverage & Tobacco - 1.8%

         

B&G Foods

     

131,971

 

3,505,150

 

Calavo Growers

     

34,455

 

2,312,964

 

Cal-Maine Foods

     

76,200

a

2,922,270

 

Coca-Cola Consolidated

     

9,853

 

2,255,844

 

Fresh Del Monte Produce

     

62,436

 

1,344,247

 

J&J Snack Foods

     

30,766

 

4,170,947

 

John B. Sanfilippo & Son

     

18,592

 

1,352,754

 

MGP Ingredients

     

26,966

 

1,133,111

 

National Beverage

     

24,129

a

1,889,059

 

Seneca Foods, Cl. A

     

13,950

a

514,058

 

Universal

     

51,746

 

2,062,078

 

Vector Group

     

265,900

 

2,443,621

 
       

25,906,103

 

Health Care Equipment & Services - 8.6%

         

Addus HomeCare

     

30,816

a

3,006,717

 

Allscripts Healthcare Solutions

     

342,659

a

3,454,003

 

AMN Healthcare Services

     

98,074

a

6,402,271

 

AngioDynamics

     

75,379

a

779,419

 

BioTelemetry

     

70,862

a

3,017,304

 

Cardiovascular Systems

     

81,792

a

2,915,885

 

14

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Health Care Equipment & Services - 8.6% (continued)

         

Community Health Systems

     

239,160

a

1,492,358

 

Computer Programs & Systems

     

25,549

 

712,562

 

CONMED

     

58,989

 

4,599,372

 

CorVel

     

19,207

a

1,752,063

 

Covetrus

     

204,744

a

5,055,129

 

Cross Country Healthcare

     

75,170

a

590,085

 

CryoLife

     

80,028

a

1,341,269

 

Cutera

     

38,788

a

734,257

 

Fulgent Genetics

     

24,862

a

808,761

 

Glaukos

     

92,271

a

5,159,794

 

Hanger

     

78,698

a

1,374,854

 

HealthStream

     

55,000

a

1,006,500

 

Heska

     

18,579

a

2,179,874

 

HMS Holdings

     

184,552

a

4,912,774

 

Inogen

     

39,059

a

1,140,913

 

Integer Holdings

     

68,443

a

4,000,493

 

Invacare

     

74,950

 

607,845

 

Lantheus Holdings

     

138,024

a

1,498,941

 

LeMaitre Vascular

     

35,752

 

1,161,225

 

Magellan Health

     

46,931

a

3,391,703

 

Meridian Bioscience

     

90,767

a

1,556,654

 

Merit Medical Systems

     

101,623

a

5,086,231

 

Mesa Laboratories

     

9,906

 

2,589,527

 

Natus Medical

     

69,572

a

1,266,906

 

NextGen Healthcare

     

114,091

a

1,551,638

 

Omnicell

     

89,283

a

7,727,444

 

OraSure Technologies

     

151,632

a

2,265,382

 

Orthofix Medical

     

39,683

a

1,240,491

 

Owens & Minor

     

150,394

 

3,777,897

 

R1 RCM

     

235,303

a

4,216,630

 

RadNet

     

89,576

a

1,299,748

 

Select Medical Holdings

     

223,448

a

4,687,939

 

Simulations Plus

     

30,806

 

1,996,845

 

SurModics

     

29,644

a

1,089,417

 

Tabula Rasa HealthCare

     

42,999

a

1,485,185

 

Tactile Systems Technology

     

40,267

a

1,472,967

 

The Ensign Group

     

105,464

 

6,205,502

 

The Pennant Group

     

53,647

a

2,234,934

 

The Providence Service

     

25,523

a

3,000,229

 

Tivity Health

     

80,882

a

1,112,128

 

U.S. Physical Therapy

     

27,195

 

2,157,379

 

Varex Imaging

     

83,081

a

1,113,285

 

15

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Health Care Equipment & Services - 8.6% (continued)

         

Zynex

     

39,608

a

507,378

 
       

122,738,107

 

Household & Personal Products - 1.2%

         

Central Garden & Pet

     

19,814

a

771,953

 

Central Garden & Pet, Cl. A

     

80,681

a

2,855,301

 

Inter Parfums

     

36,374

 

1,493,516

 

Medifast

     

24,486

 

3,440,038

 

USANA Health Sciences

     

25,544

a

1,932,404

 

WD-40

     

28,503

 

6,937,060

 
       

17,430,272

 

Insurance - 3.6%

         

Ambac Financial Group

     

96,477

a

1,184,738

 

American Equity Investment Life Holding

     

191,753

 

4,759,309

 

AMERISAFE

     

40,609

 

2,395,119

 

Assured Guaranty

     

174,999

 

4,467,724

 

eHealth

     

53,359

a

3,580,923

 

Employers Holdings

     

62,217

 

1,991,566

 

HCI Group

     

13,034

 

612,337

 

Horace Mann Educators

     

85,911

 

2,913,242

 

James River Group Holdings

     

64,497

 

3,013,945

 

Kinsale Captial Group

     

44,018

 

8,252,054

 

Palomar Holdings

     

44,337

a

3,953,530

 

ProAssurance

     

114,536

 

1,767,291

 

Safety Insurance Group

     

30,366

 

2,125,620

 

Stewart Information Services

     

55,054

 

2,333,739

 

Third Point Reinsurance

     

167,890

a

1,306,184

 

Trupanion

     

67,529

a

4,831,025

 

United Fire Group

     

46,204

 

949,030

 

United Insurance Holdings

     

43,585

 

191,338

 

Universal Insurance Holdings

     

62,711

 

782,006

 
       

51,410,720

 

Materials - 5.5%

         

AdvanSix

     

56,564

a

860,904

 

Allegheny Technologies

     

252,092

a

2,321,767

 

American Vanguard

     

55,671

 

719,269

 

Arconic

     

200,178

a

4,351,870

 

Balchem

     

67,537

 

6,750,323

 

Boise Cascade

     

81,480

 

3,127,202

 

Carpenter Technology

     

100,069

 

1,749,206

 

Century Aluminum

     

108,460

a

713,667

 

Clearwater Paper

     

34,938

a

1,297,947

 

Cleveland-Cliffs

     

833,214

 

6,899,012

 

16

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Materials - 5.5% (continued)

         

Ferro

     

172,710

a

2,221,051

 

FutureFuel

     

56,342

 

669,906

 

GCP Applied Technologies

     

99,798

a

2,176,594

 

Glatfelter

     

95,412

 

1,361,529

 

H.B. Fuller

     

106,466

 

4,817,587

 

Hawkins

     

19,876

 

928,408

 

Haynes International

     

25,974

 

421,039

 

Innospec

     

51,090

 

3,379,093

 

Kaiser Aluminum

     

33,558

 

2,111,805

 

Koppers Holdings

     

44,285

a

993,313

 

Kraton

     

64,452

a

1,823,992

 

Livent

     

307,774

a

3,308,571

 

Materion

     

43,055

 

2,203,985

 

Mercer International

     

87,870

 

552,702

 

Myers Industries

     

75,261

 

1,079,243

 

Neenah

     

34,551

 

1,300,154

 

Olympic Steel

     

20,388

 

232,627

 

Quaker Chemical

     

27,213

 

5,191,968

 

Rayonier Advanced Materials

     

130,561

a

447,824

 

Schweitzer-Mauduit International

     

65,946

 

2,189,407

 

Stepan

     

44,414

 

5,171,566

 

SunCoke Energy

     

182,962

 

638,537

 

TimkenSteel

     

78,286

a

302,967

 

Tredegar

     

55,704

 

812,164

 

Trinseo

     

80,193

 

2,551,741

 

U.S. Concrete

     

33,609

a

1,141,362

 

Warrior Met Coal

     

108,400

 

1,626,000

 
       

78,446,302

 

Media & Entertainment - .7%

         

Gannett

     

291,031

 

334,686

 

Glu Mobile

     

304,102

a

2,177,370

 

Meredith

     

87,797

 

965,767

 

QuinStreet

     

101,905

a

1,630,990

 

Scholastic

     

64,223

 

1,269,047

 

TechTarget

     

48,582

a

2,127,892

 

The E.W. Scripps Company, Cl. A

     

116,387

 

1,056,794

 

The Marcus

     

46,714

 

342,414

 
       

9,904,960

 

Pharmaceuticals Biotechnology & Life Sciences - 3.3%

         

AMAG Pharmaceuticals

     

65,220

a

894,818

 

Amphastar Pharmaceuticals

     

76,533

a

1,499,281

 

ANI Pharmaceuticals

     

19,578

a

499,043

 

Anika Therapeutics

     

30,047

a

980,133

 

17

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Pharmaceuticals Biotechnology & Life Sciences - 3.3% (continued)

         

Coherus Biosciences

     

131,853

a

2,197,990

 

Corcept Therapeutics

     

216,488

a

3,632,669

 

Cytokinetics

     

147,455

a

2,266,383

 

Eagle Pharmaceuticals

     

24,970

a

1,161,604

 

Enanta Pharmaceuticals

     

36,915

a

1,610,601

 

Endo International

     

472,450

a

2,159,097

 

Innoviva

     

134,067

a

1,449,264

 

Lannett

     

68,005

a

437,272

 

Luminex

     

89,160

 

1,965,086

 

Myriad Genetics

     

158,190

a

1,966,302

 

NeoGenomics

     

231,146

a

9,067,858

 

Pacira Biosciences

     

88,205

a

4,613,122

 

Phibro Animal Health, Cl. A

     

41,656

 

684,825

 

REGENXBIO

     

63,691

a

1,831,753

 

Spectrum Pharmaceuticals

     

295,997

a

1,015,270

 

Supernus Pharmaceuticals

     

112,374

a

2,063,187

 

Vanda Pharmaceuticals

     

115,965

a

1,239,666

 

Xencor

     

117,633

a

4,514,755

 
       

47,749,979

 

Real Estate - 7.7%

         

Acadia Realty Trust

     

180,642

b

1,685,390

 

Agree Realty

     

112,444

b

6,979,399

 

Alexander & Baldwin

     

151,003

b

1,940,389

 

American Assets Trust

     

103,922

b

2,175,087

 

Armada Hoffler Properties

     

122,004

b

1,099,256

 

Brandywine Realty Trust

     

354,866

b

3,108,626

 

CareTrust REIT

     

199,151

b

3,405,482

 

Chatham Lodging Trust

     

94,439

b

694,127

 

Community Healthcare Trust

     

44,828

b

2,075,536

 

CoreCivic

     

251,173

b

1,610,019

 

DiamondRock Hospitality

     

418,719

b

2,068,472

 

Diversified Healthcare Trust

     

498,270

b

1,442,492

 

Easterly Government Properties

     

166,931

b

3,488,858

 

Essential Properties Realty Trust

     

212,717

b

3,514,085

 

Four Corners Property Trust

     

146,429

b

3,710,511

 

Franklin Street Properties

     

207,130

b

869,946

 

Getty Realty

     

74,075

b

1,946,691

 

Global Net Lease

     

189,227

b

2,692,700

 

Hersha Hospitality Trust

     

82,648

b

404,975

 

Independence Realty Trust

     

196,323

b

2,385,324

 

Industrial Logistics Properties Trust

     

135,110

b

2,591,410

 

Innovative Industrial Properties

     

44,843

b

5,230,039

 

18

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Real Estate - 7.7% (continued)

         

Investors Real Estate Trust

     

26,737

b

1,802,341

 

iStar

     

154,860

b

1,827,348

 

Kite Realty Group Trust

     

176,249

b

1,825,940

 

Lexington Realty Trust

     

578,184

b

5,741,367

 

LTC Properties

     

82,825

b

2,734,053

 

Mack-Cali Realty

     

171,728

a,b

1,887,291

 

Marcus & Millichap

     

50,677

a

1,582,643

 

National Storage Affiliates Trust

     

127,666

b

4,326,601

 

NexPoint Residential Trust

     

45,772

b

2,028,615

 

Office Properties Income Trust

     

102,218

b

1,881,833

 

RE/MAX Holdings, Cl. A

     

36,706

 

1,187,072

 

Realogy Holdings

     

244,139

 

2,724,591

 

Retail Opportunity Investments

     

249,928

b

2,431,799

 

Retail Properties of America, Cl. A

     

453,567

b

2,376,691

 

RPT Realty

     

175,351

b

857,466

 

Safehold

     

28,907

b

1,989,380

 

Saul Centers

     

26,882

b

665,330

 

SITE Centers

     

320,768

a,b

2,184,430

 

Summit Hotel Properties

     

228,172

b

1,204,748

 

Tanger Factory Outlet Centers

     

198,246

a,b

1,227,143

 

The St. Joe Company

     

65,974

 

1,783,937

 

Uniti Group

     

399,547

b

3,524,005

 

Universal Health Realty Income Trust

     

27,380

b

1,464,009

 

Urstadt Biddle Properties, Cl. A

     

64,130

b

609,876

 

Washington Prime Group

     

420,748

b

246,348

 

Washington Real Estate Investment Trust

     

174,466

b

3,049,666

 

Whitestone REIT

     

85,069

b

507,011

 

Xenia Hotels & Resorts

     

240,793

b

1,984,134

 
       

110,774,482

 

Retailing - 5.2%

         

Abercrombie & Fitch, Cl. A

     

129,012

 

1,834,551

 

America's Car-Mart

     

13,002

a

1,124,933

 

Asbury Automotive Group

     

39,745

a

4,092,940

 

Barnes & Noble Education

     

78,981

a

181,656

 

Bed Bath & Beyond

     

263,061

 

5,208,608

 

Big Lots

     

74,068

 

3,525,637

 

Boot Barn Holdings

     

60,162

a

1,926,387

 

Caleres

     

81,748

 

627,825

 

Chico's FAS

     

283,074

 

302,889

 

Conn's

     

38,307

a

358,937

 

Core-Mark Holding

     

95,432

 

2,610,065

 

Designer Brands, Cl. A

     

116,606

 

504,904

 

19

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Retailing - 5.2% (continued)

         

GameStop, Cl. A

     

116,956

a

1,224,529

 

Genesco

     

30,002

a

531,635

 

Group 1 Automotive

     

35,751

 

3,792,466

 

Guess?

     

80,825

 

952,119

 

Haverty Furniture

     

36,615

 

916,107

 

Hibbett Sports

     

35,071

a

1,326,035

 

Liquidity Services

     

52,513

a

447,936

 

Lumber Liquidators Holdings

     

60,610

a

1,340,693

 

Macy's

     

639,007

 

3,968,233

 

MarineMax

     

44,458

a

1,332,851

 

Monro

     

69,135

 

2,907,818

 

PetMed Express

     

41,642

 

1,231,770

 

Rent-A-Center

     

99,495

 

3,074,396

 

Sally Beauty Holdings

     

237,753

a

1,989,993

 

Shoe Carnival

     

17,392

 

538,804

 

Shutterstock

     

45,474

 

2,976,273

 

Signet Jewelers

     

109,588

 

2,441,621

 

Sleep Number

     

58,257

a

3,691,164

 

Sonic Automotive, Cl. A

     

51,244

 

1,847,859

 

Stamps.com

     

36,636

a

8,178,621

 

The Buckle

     

60,019

 

1,438,055

 

The Cato, Cl. A

     

46,110

 

282,193

 

The Children's Place

     

32,205

 

813,820

 

The Michaels Companies

     

156,894

a

1,272,410

 

The ODP

     

111,468

 

2,173,626

 

Zumiez

     

43,477

a

1,217,356

 
       

74,207,715

 

Semiconductors & Semiconductor Equipment - 4.0%

         

Advanced Energy Industries

     

79,970

a

5,395,576

 

Axcelis Technologies

     

69,878

a

1,542,207

 

Brooks Automation

     

154,037

 

7,193,528

 

CEVA

     

46,101

a

1,858,792

 

Cohu

     

84,886

 

1,844,573

 

Diodes

     

87,560

a

5,063,595

 

DSP Group

     

46,966

a

618,542

 

FormFactor

     

160,601

a

4,553,038

 

Ichor Holdings

     

47,070

a

1,094,848

 

Kulicke & Soffa Industries

     

128,638

 

3,362,597

 

MaxLinear

     

140,335

a

3,710,457

 

Onto Innovation

     

101,311

a

3,249,044

 

PDF Solutions

     

62,237

a

1,166,321

 

Photronics

     

137,055

a

1,336,286

 

Power Integrations

     

124,818

 

7,515,292

 

20

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Semiconductors & Semiconductor Equipment - 4.0% (continued)

         

Rambus

     

236,561

a

3,262,176

 

SMART Global Holdings

     

30,483

a

804,446

 

Ultra Clean Holdings

     

85,355

a

1,817,208

 

Veeco Instruments

     

103,172

a

1,313,380

 
       

56,701,906

 

Software & Services - 4.9%

         

8x8

     

219,488

a

3,792,753

 

Agilysys

     

42,986

a

1,164,061

 

Alarm.com Holdings

     

93,187

a

5,435,598

 

Bottomline Technologies

     

80,412

a

3,193,965

 

Cardtronics, Cl. A

     

75,571

a

1,345,920

 

CSG Systems International

     

68,713

 

2,602,848

 

Ebix

     

49,545

 

894,783

 

EVERTEC

     

122,953

 

4,091,876

 

ExlService Holdings

     

71,260

a

5,397,232

 

LivePerson

     

128,520

a

6,870,679

 

ManTech International, Cl. A

     

55,836

 

3,622,640

 

MicroStrategy, Cl. A

     

15,343

a

2,563,355

 

NIC

     

141,460

 

3,171,533

 

OneSpan

     

71,732

a

1,573,083

 

Perficient

     

69,706

a

2,729,687

 

Progress Software

     

92,546

 

3,365,898

 

SPS Commerce

     

72,681

a

6,220,767

 

Sykes Enterprises

     

83,605

a

2,862,635

 

TTEC Holdings

     

37,605

 

2,060,002

 

Unisys

     

128,212

a

1,684,706

 

Virtusa

     

58,300

a

2,932,490

 

Xperi Holding

     

222,322

 

2,756,793

 
       

70,333,304

 

Technology Hardware & Equipment - 4.9%

         

3D Systems

     

256,999

a

1,462,324

 

ADTRAN

     

101,908

 

1,089,397

 

Applied Optoelectronics

     

45,454

a

399,086

 

Arlo Technologies

     

162,540

a

724,928

 

Badger Meter

     

60,052

 

4,404,214

 

Bel Fuse, Cl. B

     

24,869

 

291,216

 

Benchmark Electronics

     

76,662

 

1,596,869

 

CalAmp

     

71,104

a

503,416

 

Comtech Telecommunications

     

52,627

 

757,829

 

CTS

     

68,376

 

1,889,913

 

Daktronics

     

81,350

 

317,265

 

Diebold Nixdorf

     

157,375

a

980,446

 

21

 

STATEMENT OF INVESTMENTS (continued)

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Technology Hardware & Equipment - 4.9% (continued)

         

Digi International

     

57,932

a

853,338

 

ePlus

     

28,850

a

1,947,664

 

Extreme Networks

     

247,398

a

1,004,436

 

Fabrinet

     

75,815

a

4,550,416

 

FARO Technologies

     

37,872

a

2,281,409

 

Harmonic

     

203,569

a

1,209,200

 

Insight Enterprises

     

73,078

a

3,898,711

 

Itron

     

83,360

a

5,664,312

 

Knowles

     

191,499

a

2,728,861

 

Methode Electronics

     

77,801

 

2,393,937

 

MTS Systems

     

40,076

 

973,045

 

NETGEAR

     

61,835

a

1,905,755

 

OSI Systems

     

35,258

a

2,720,507

 

PC Connection

     

22,448

a

1,022,506

 

Plantronics

     

76,542

 

1,494,100

 

Plexus

     

60,266

a

4,190,898

 

Rogers

     

38,465

a

4,662,727

 

Sanmina

     

139,295

a

3,404,370

 

ScanSource

     

54,272

a

1,090,867

 

TTM Technologies

     

204,615

a

2,428,780

 

Viavi Solutions

     

476,308

a

5,882,404

 
       

70,725,146

 

Telecommunication Services - 1.7%

         

ATN International

     

22,898

 

1,023,541

 

Cincinnati Bell

     

107,407

a

1,616,475

 

Cogent Communications Holdings

     

86,892

 

4,848,574

 

Consolidated Communications Holdings

     

158,405

a

739,751

 

Iridium Communications

     

240,994

a

6,364,652

 

Shenandoah Telecommunication

     

104,197

 

4,545,073

 

Spok Holdings

     

36,977

 

335,751

 

Vonage Holdings

     

481,342

a

5,092,598

 
       

24,566,415

 

Transportation - 2.7%

         

Allegiant Travel

     

27,036

 

3,643,371

 

ArcBest

     

51,994

 

1,586,857

 

Atlas Air Worldwide Holdings

     

55,103

a

3,259,894

 

Echo Global Logistics

     

55,454

a

1,495,594

 

Forward Air

     

57,545

 

3,623,609

 

Hawaiian Holdings

     

98,933

 

1,370,222

 

Heartland Express

     

103,226

 

1,890,068

 

Hub Group, Cl. A

     

70,875

a

3,552,964

 

Marten Transport

     

121,410

 

1,863,036

 

Matson

     

88,904

 

4,618,563

 

22

 

               
 

Description

     

Shares

 

Value ($)

 

Common Stocks - 99.1% (continued)

         

Transportation - 2.7% (continued)

         

Saia

     

54,611

a

8,063,860

 

SkyWest

     

106,077

 

3,079,415

 
       

38,047,453

 

Utilities - 1.8%

         

American States Water

     

77,013

 

5,752,101

 

Avista

     

141,539

 

4,701,926

 

California Water Service Group

     

101,928

 

4,542,931

 

Chesapeake Utilities

     

34,726

 

3,375,714

 

Northwest Natural Holding

     

63,219

 

2,809,452

 

South Jersey Industries

     

209,013

 

4,027,681

 
       

25,209,805

 

Total Common Stocks (cost $1,139,447,657)

     

1,417,271,687

 
               

Exchange-Traded Funds - .5%

         

Registered Investment Companies - .5%

         

iShares Core S&P Small-Cap ETF
(cost $7,178,393)

     

99,489

 

7,165,198

 
       

Principal Amount ($)

     

Short-Term Investments - .0%

         

U.S. Treasury Bills - .0%

         

0.10%, 2/25/21
(cost $635,804)

     

636,000

c,d

635,807

 
   

1-Day
Yield (%)

 

Shares

     

Investment Companies - .3%

         

Registered Investment Companies - .3%

         

Dreyfus Institutional Preferred Government Plus Money Market Fund
(cost $3,856,863)

 

0.10

 

3,856,863

e

3,856,863

 

Total Investments (cost $1,151,118,717)

 

99.9%

 

1,428,929,555

 

Cash and Receivables (Net)

 

.1%

 

1,374,380

 

Net Assets

 

100.0%

 

1,430,303,935

 

ETF—Exchange-Traded Fund

REIT—Real Estate Investment Trust

a Non-income producing security.

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

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

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

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

23

 

STATEMENT OF INVESTMENTS (continued)

   

Portfolio Summary (Unaudited)

Value (%)

Industrials

17.4

Financials

17.3

Consumer Discretionary

14.9

Information Technology

13.8

Health Care

11.9

Real Estate

7.7

Materials

5.5

Consumer Staples

3.6

Energy

2.8

Communication Services

2.4

Utilities

1.8

Investment Companies

.8

Government

.0

 

99.9

 Based on net assets.

See notes to financial statements.

24

 

STATEMENT OF INVESTMENTS IN AFFILIATED ISSUERS

             

Investment Companies

Value
10/31/19($)

Purchases($)

Sales($)

Value
10/31/20($)

Net
Assets(%)

Dividend/
Distributions($)

Registered Investment Companies;

     

Dreyfus Institutional Preferred Government Plus Money Market Fund

3,167,182

260,962,704

(260,273,023)

3,856,863

.3

28,831

Investment of Cash Collateral for Securities Loaned;

     

Dreyfus Institutional Preferred Government Plus Money Market Fund

42,315,486

68,278,163

(110,593,649)

-

-

-

Total

45,482,668

329,240,867

(370,866,672)

3,856,863

.3

28,831

 Includes reinvested dividends/distributions.

See notes to financial statements.

25

 

STATEMENT OF FUTURES

October 31, 2020

             

Description

Number of
Contracts

Expiration

Notional
Value ($)

Market
Value ($)

Unrealized (Depreciation) ($)

 

Futures Long

   

E-mini Russell 2000

92

12/18/2020

7,259,580

7,069,280

(190,300)

 

Gross Unrealized Depreciation

 

(190,300)

 

See notes to financial statements.

26

 

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2020

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments

 

 

 

Unaffiliated issuers

1,147,261,854

 

1,425,072,692

 

Affiliated issuers

 

3,856,863

 

3,856,863

 

Cash

 

 

 

 

88,320

 

Receivable for investment securities sold

 

8,722,704

 

Receivable for shares of Common Stock subscribed

 

829,863

 

Dividends receivable

 

654,663

 

 

 

 

 

 

1,439,225,105

 

Liabilities ($):

 

 

 

 

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

 

555,744

 

Payable for investment securities purchased

 

6,539,643

 

Payable for shares of Common Stock redeemed

 

1,635,341

 

Payable for futures variation margin—Note 4

 

99,360

 

Directors’ fees and expenses payable

 

87,642

 

Interest payable—Note 2

 

124

 

Other accrued expenses

 

 

 

 

3,316

 

 

 

 

 

 

8,921,170

 

Net Assets ($)

 

 

1,430,303,935

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

1,059,450,917

 

Total distributable earnings (loss)

 

 

 

 

370,853,018

 

Net Assets ($)

 

 

1,430,303,935

 

       

Net Asset Value Per Share

Investor Shares

Class I

 

Net Assets ($)

1,159,850,269

270,453,666

 

Shares Outstanding

46,825,740

10,923,453

 

Net Asset Value Per Share ($)

24.77

24.76

 

 

 

 

 

See notes to financial statements.

 

 

 

27

 

STATEMENT OF OPERATIONS

Year Ended October 31, 2020

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $29,129 foreign taxes withheld at source):

 

Unaffiliated issuers

 

 

23,089,285

 

Affiliated issuers

 

 

28,358

 

Income from securities lending—Note 1(c)

 

 

538,698

 

Interest

 

 

22,254

 

Total Income

 

 

23,678,595

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

3,972,593

 

Shareholder servicing costs—Note 3(b)

 

 

3,337,809

 

Directors’ fees—Note 3(a,c)

 

 

210,540

 

Loan commitment fees—Note 2

 

 

51,532

 

Interest expense—Note 2

 

 

12,990

 

Registration fees

 

 

3,316

 

Total Expenses

 

 

7,588,780

 

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

 

 

(210,540)

 

Net Expenses

 

 

7,378,240

 

Investment Income—Net

 

 

16,300,355

 

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

 

 

Net realized gain (loss) on investments

101,877,811

 

Net realized gain (loss) on futures

966,471

 

Capital gain distributions from affiliated issuers

473

 

Net Realized Gain (Loss)

 

 

102,844,755

 

Net change in unrealized appreciation (depreciation) on investments

(261,014,525)

 

Net change in unrealized appreciation (depreciation) on futures

(224,942)

 

Net Change in Unrealized Appreciation (Depreciation)

 

 

(261,239,467)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

(158,394,712)

 

Net (Decrease) in Net Assets Resulting from Operations

 

(142,094,357)

 

 

 

 

 

 

 

 

See notes to financial statements.

         

28

 

STATEMENT OF CHANGES IN NET ASSETS

                   

 

 

 

 

Year Ended October 31,

 

 

 

 

2020

 

2019

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

16,300,355

 

 

 

22,397,217

 

Net realized gain (loss) on investments

 

102,844,755

 

 

 

129,921,508

 

Net change in unrealized appreciation
(depreciation) on investments

 

(261,239,467)

 

 

 

(104,979,394)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

(142,094,357)

 

 

 

47,339,331

 

Distributions ($):

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

Investor Shares

 

 

(132,474,664)

 

 

 

(207,838,354)

 

Class I

 

 

(21,966,599)

 

 

 

(29,388,024)

 

Total Distributions

 

 

(154,441,263)

 

 

 

(237,226,378)

 

Capital Stock Transactions ($):

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Investor Shares

 

 

186,415,982

 

 

 

285,166,351

 

Class I

 

 

142,367,613

 

 

 

110,939,600

 

Distributions reinvested:

 

 

 

 

 

 

 

 

Investor Shares

 

 

131,758,469

 

 

 

206,717,158

 

Class I

 

 

14,939,131

 

 

 

21,077,321

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Investor Shares

 

 

(611,682,003)

 

 

 

(637,306,925)

 

Class I

 

 

(112,245,126)

 

 

 

(141,540,514)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

(248,445,934)

 

 

 

(154,947,009)

 

Total Increase (Decrease) in Net Assets

(544,981,554)

 

 

 

(344,834,056)

 

Net Assets ($):

 

Beginning of Period

 

 

1,975,285,489

 

 

 

2,320,119,545

 

End of Period

 

 

1,430,303,935

 

 

 

1,975,285,489

 

Capital Share Transactions (Shares):

 

Investor Sharesa

 

 

 

 

 

 

 

 

Shares sold

 

 

7,785,564

 

 

 

9,926,716

 

Shares issued for distributions reinvested

 

 

4,616,292

 

 

 

8,289,409

 

Shares redeemed

 

 

(24,399,724)

 

 

 

(22,402,182)

 

Net Increase (Decrease) in Shares Outstanding

(11,997,868)

 

 

 

(4,186,057)

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

6,284,091

 

 

 

3,967,855

 

Shares issued for distributions reinvested

 

 

524,825

 

 

 

847,255

 

Shares redeemed

 

 

(4,734,812)

 

 

 

(5,041,475)

 

Net Increase (Decrease) in Shares Outstanding

2,074,104

 

 

 

(226,365)

 

 

 

 

 

 

 

 

 

 

 

aDuring the period ended October 31, 2020, 7,856 Investor shares representing $240,757 were exchanged for 7,854 Class I shares and during the period ended October 31, 2019, 176,429 Investor shares representing $5,141,155 were exchanged for 176,490 Class I shares.

 

See notes to financial statements.

               

29

 

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements.

             
   
 

Year Ended October 31,

Investor Shares

 

2020

2019

2018

2017

2016a

Per Share Data ($):

           

Net asset value,
beginning of period

 

29.19

32.18

32.89

27.55

28.94

Investment Operations:

           

Investment income—netb

 

.25

.30

.28

.27

.29

Net realized and unrealized
gain (loss) on investments

 

(2.27)

.05

1.34

7.02

1.20

Total from Investment Operations

 

(2.02)

.35

1.62

7.29

1.49

Distributions:

           

Dividends from
investment income—net

 

(.33)

(.29)

(.28)

(.28)

(.28)

Dividends from net realized
gain on investments

 

(2.07)

(3.05)

(2.05)

(1.67)

(2.60)

Total Distributions

 

(2.40)

(3.34)

(2.33)

(1.95)

(2.88)

Net asset value, end of period

 

24.77

29.19

32.18

32.89

27.55

Total Return (%)

 

(8.01)

2.83

5.07

27.11

5.73

Ratios/Supplemental Data (%):

         

Ratio of total expenses
to average net assets

 

.52

.51

.51

.51

.51

Ratio of net expenses
to average net assets

 

.50

.50

.50

.50

.50

Ratio of net investment income
to average net assets

 

1.00

1.03

.85

.89

1.06

Portfolio Turnover Rate

 

40.49

23.24

19.60

20.63

23.86

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

 

1,159,850

1,717,003

2,027,831

2,214,225

1,992,196

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

b Based on average shares outstanding.

See notes to financial statements.

30

 

             
     
   

Year Ended October 31,

Class I Shares

 

2020

2019

2018

2017

2016a

Per Share Data ($):

           

Net asset value, beginning of period

 

29.19

32.21

32.91

27.57

28.69

Investment Operations:

           

Investment income—netb

 

.29

.37

.35

.35

.01

Net realized and unrealized
gain (loss) on investments

 

(2.24)

.03

1.37

7.01

(1.13)

Total from Investment Operations

 

(1.95)

.40

1.72

7.36

(1.12)

Dividends from
investment income—net

 

(.41)

(.37)

(.37)

(.35)

-

Dividends from net realized
gain on investments

 

(2.07)

(3.05)

(2.05)

(1.67)

-

Total Distributions

 

(2.48)

(3.42)

(2.42)

(2.02)

-

Net asset value, end of period

 

24.76

29.19

32.21

32.91

27.57

Total Return (%)

 

(7.79)

3.08

5.37

27.38

(3.91)c

Ratios/Supplemental Data (%):

           

Ratio of total expenses
to average net assets

 

.27

.26

.26

.26

.27d

Ratio of net expenses
to average net assets

 

.25

.25

.25

.25

.26d

Ratio of net investment income
to average net assets

 

1.17

1.28

1.05

1.10

.55d

Portfolio Turnover Rate

 

40.49

23.24

19.60

20.63

23.86

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

 

270,454

258,282

292,289

187,334

2,594

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

b Based on average shares outstanding.

c Not annualized.

d Annualized.

See notes to financial statements.

31

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

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

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

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“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

32

 

estimates and assumptions. Actual results could differ from those estimates.

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

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

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

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

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

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

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

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

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

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

33

 

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

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

34

 

The following is a summary of the inputs used as of October 31, 2020 in valuing the fund’s investments:

         
 

Level 1 - Unadjusted Quoted Prices

Level 2 - Other Significant Observable Inputs

Level 3 -Significant Unobservable Inputs

Total

Assets ($)

       

Investments in Securities:

   

Equity Securities—
Common Stocks

1,417,271,687

-

-

1,417,271,687

Exchange-Traded Funds

7,165,198

-

-

7,165,198

Investment Companies

3,856,863

-

-

3,856,863

U.S. Treasury Securities

-

635,807

-

635,807

Liabilities ($)

       

Other Financial
Instruments:

       

Futures††

(190,300)

-

-

(190,300)

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

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

(b) Foreign Taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the fund’s understanding of 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. Foreign taxes payable or deferred as of October 31, 2020, if any, are disclosed in the fund’s Statement of Assets and Liabilities.

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

Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value

35

 

NOTES TO FINANCIAL STATEMENTS (continued)

of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended October 31, 2020, The Bank of New York Mellon earned $113,036 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

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

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

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

36

 

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 October 31, 2020, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended October 31, 2020, the fund did not incur any interest or penalties.

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

At October 31, 2020, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $17,764,349, undistributed capital gains $100,894,396 and unrealized appreciation $252,194,273.

The tax character of distributions paid to shareholders during the fiscal periods ended October 31, 2020 and October 31, 2019 were as follows: ordinary income $21,752,147 and $32,256,611, and long-term capital gains $132,689,116 and $204,969,767, respectively.

NOTE 2—Bank Lines of Credit:

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

37

 

NOTES TO FINANCIAL STATEMENTS (continued)

Fund, a series of BNY Mellon Investment Funds IV, Inc. Prior to September 30, 2020, the Citibank Credit Facility was $927 million with Tranche A available in an amount equal to $747 million and Tranche B available in an amount equal to $180 million. Prior to March 11, 2020, the Citibank Credit Facility was $1.030 billion with Tranche A available in an amount equal to $830 million and Tranche B available in an amount equal to $200 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.

The average amount of borrowings outstanding under the Facilities during the period ended October 31, 2020 was approximately $531,967 with a related weighted average annualized interest rate of 2.44%.

NOTE 3—Management Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement (the “Agreement”) with the Adviser, the management fee is computed at the annual rate of .25% of the value of the fund’s average daily net assets and is payable monthly. Out of its fee, the Adviser pays all of the expenses of the fund, except management fees, Shareholder Services Plan fees, brokerage fees and commissions, taxes, interest expense, commitment fees on borrowings, fees and expenses of interested Directors (including counsel fees) and extraordinary expenses. In addition, the Adviser is required to reduce its fee in an amount equal to the fund’s allocable portion of fees and expenses of the non-interested Directors (including counsel fees). During the period ended October 31, 2020, fees reimbursed by the Adviser amounted to $210,540.

(b) Under the Shareholder Services Plan, Investor shares pay the Distributor at an annual rate of .25% of the value of its average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts, such as recordkeeping and sub-accounting services. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended October 31, 2020, the fund was charged $3,337,809 pursuant to the Shareholder Services Plan.

38

 

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

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $316,696 and Shareholder Services Plan fees of $257,288, which are offset against an expense reimbursement currently in effect in the amount of $18,240.

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

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and futures, during the period ended October 31, 2020, amounted to $642,549,990 and $1,027,795,366, respectively.

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. Each type of derivative instrument that was held by the fund during the period ended October 31, 2020 is discussed below.

Futures: In the normal course of pursuing its investment objective, the fund is exposed to market risk, including equity price risk as a result of changes in value of underlying financial instruments. The fund invests in futures in order to manage its exposure to or protect against changes in the market. A futures contract represents a commitment for the future purchase or a sale of an asset at a specified date. Upon entering into such contracts, these investments require initial margin deposits with a counterparty, which consist of cash or cash equivalents. The amount of these deposits is determined by the exchange or Board of Trade on which the contract is traded and is subject to change. Accordingly, variation margin payments are received or made to reflect daily unrealized gains or losses which are recorded in the Statement of Operations. When the contracts are closed, the fund recognizes a realized gain or loss which is reflected in the Statement of Operations. There is minimal counterparty credit risk to the fund with futures since they are exchange traded, and the exchange guarantees the futures against default. Futures open at October 31, 2020 are set forth in the Statement of Futures.

39

 

NOTES TO FINANCIAL STATEMENTS (continued)

The following summarizes the average market value of derivatives outstanding during the period ended October 31, 2020:

     

 

 

Average Market Value ($)

Equity futures

 

7,008,215

 

 

 

At October 31, 2020, the cost of investments for federal income tax purposes was $1,176,735,282; accordingly, accumulated net unrealized appreciation on investments was $252,194,273, consisting of $495,316,038 gross unrealized appreciation and $243,121,765 gross unrealized depreciation.

40

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon Smallcap Stock Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Smallcap Stock Index Fund (the “Fund”) (one of the funds constituting BNY Mellon Index Funds, Inc.), including the statements of investments, investments in affiliated issuers and futures, as of October 31, 2020, 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 Index Funds, Inc.) at October 31, 2020, 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 Fund’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 Fund 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 Fund is not required to have, nor were we engaged to perform, an audit of the Fund’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 Fund’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 October 31, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. 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
December 23, 2020

41

 

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby reports 75.07% of the ordinary dividends paid during the fiscal year ended October 31, 2020 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, $10,294,447 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2021 of the percentage applicable to the preparation of their 2020 income tax returns. The fund also hereby reports $.0146 per share as a long-term capital gain distribution paid on March 24, 2020 and also $2.0531 per share as a long-term capital gain distribution paid on December 26, 2019.

42

 

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

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

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

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

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

Assessment of Program

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

During the period from June 1, 2019 to March 31, 2020, there were no material changes to the Program and no material liquidity events that impacted the fund. During the period, the fund held sufficient highly liquid assets to meet fund redemptions.

43

 

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited) (continued)

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

44

 

BOARD MEMBERS INFORMATION (Unaudited)

INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (77)

Chairman of the Board (1995)

Principal Occupation During Past 5 Years:

· Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as described in the fund’s Statement of Additional Information) (1995-Present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (1997-Present)

No. of Portfolios for which Board Member Serves: 110

———————

Peggy C. Davis (77)

Board Member (71)

Principal Occupation During Past 5 Years:

· Shad Professor of Law, New York University School of Law (1983-present)

No. of Portfolios for which Board Member Serves: 39

———————

Gina D. France (62)

Board Member (2019)

Principal Occupation During Past 5 Years:

· Founder, President and Chief Executive Officer, France Strategic Partners, a strategy and advisory firm serving corporate clients across the United States (2003 –Present)

· Corporate Director and Trustee (2004 – Present)

Other Public Company Board Memberships During Past 5 Years:

· Huntington Bancshares, a bank holding company headquartered in Columbus, Ohio, Director (2016 – Present)

· Cedar Fair, L.P., a publicly-traded partnership that owns and operates amusement parks and hotels in the U.S. and Canada, Director (2011 – Present)

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2015 – Present)

· Baldwin Wallace University, Trustee (2013- 2019)

· FirstMerit Corporation, a diversified financial services company, Director (2004 – 2016)

No. of Portfolios for which Board Member Serves: 25

———————

45

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)
INDEPENDENT BOARD MEMBERS (continued)

Joan Gulley (73)

Board Member (2017)

Principal Occupation During Past 5 Years:

· PNC Financial Services Group, Inc.(1993-2014), Executive Vice President and Chief Human Resources Officer and Executive Committee Member (2008-2014)

· Director, Nantucket Library (2015-Present)

No. of Portfolios for which Board Member Serves: 43

———————

Robin A. Melvin (57)

Board Member (2012)

Principal Occupation During Past 5 Years:

· Trustee, Westover School, a private girls’ boarding school in Middlebury, Connecticut (2019 – Present); Co-chairman, Mentor Illinois, a non-profit organization dedicated to increasing the quality of mentoring services in Illinois (2014 – 2020); Board member, Mentor Illinois (2013 – 2020)

No. of Portfolios for which Board Member Serves: 88

———————

Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street, New York, New York 10286. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

David P. Feldman, Emeritus Board Member
James F. Henry, Emeritus Board Member
Ehud Houminer, Emeritus Board Member
Lynn Martin, Emeritus Board Member
Dr. Martin Peretz, Emeritus Board Member
Philip L. Toia, Emeritus Board Member

46

 

OFFICERS OF THE FUND (Unaudited)

RENEE LAROCHE-MORRIS, President since May 2019.

President and a director of BNY Mellon Investment Adviser, Inc. since January 2018. She is an officer of 61 investment companies (comprised of 110 portfolios) managed by the Adviser. She is 49 years old and has been an employee of BNY Mellon since 2003.

JAMES WINDELS, Treasurer since November 2001.

Director-BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 62 years old and has been an employee of the Adviser since April 1985.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.

Chief Legal Officer of the Adviser and Associate General Counsel and Managing Director of BNY Mellon since June 2015; Director and Associate General Counsel of Deutsche Bank–Asset & Wealth Management Division from June 2005 to June 2015, and as Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 49 years old and has been an employee of the Adviser since June 2015.

DAVID DIPETRILLO, Vice President since May 2019.

Head of North America Product, BNY Mellon Investment Management since January 2018, Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017; Head of US Retail Product and Channel Marketing, BNY Mellon Investment Management from January 2014 to December 2015. He is an officer of 62 investment companies (comprised of 118 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 42 years old and has been an employee of BNY Mellon since 2005.

JAMES BITETTO, Vice President since August 2005 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 54 years old and has been an employee of the Adviser since December 1996.

SONALEE CROSS, Vice President and Assistant Secretary since March 2018.

Counsel of BNY Mellon since October 2016; Associate at Proskauer Rose LLP from April 2016 to September 2016; Attorney at EnTrust Capital from August 2015 to February 2016; Associate at Sidley Austin LLP from September 2013 to August 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 33 years old and has been an employee of the Adviser since October 2016.

DEIRDRE CUNNANE, Vice President and Assistant Secretary since March 2019.

Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018; Trustee Associate at BNY Mellon Trust Company (Ireland) Limited from August 2013 to February 2016. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 30 years old and has been an employee of the Adviser since August 2018.

SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.

Managing Counsel of BNY Mellon since December 2017, Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 45 years old and has been an employee of the Adviser since March 2013.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55 years old and has been an employee of the Adviser since October 1990.

AMANDA QUINN, Vice President and Assistant Secretary since March 2020.

Counsel of BNY Mellon since June 2019; Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019; Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 35 years old and has been an employee of the Adviser since June 2019.

47

 

OFFICERS OF THE FUND (Unaudited) (continued)

PETER M. SULLIVAN, Vice President and Assistant Secretary since March 2019.

Managing Counsel of BNY Mellon since March 2009, Senior Counsel of BNY Mellon from April 2004 to March 2009, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 52 years old and has been an employee of the Adviser since January 2019.

NATALYA ZELENSKY, Vice President and Assistant Secretary since March 2017.

Managing Counsel of BNY Mellon since December 2019; Counsel of BNY Mellon from May 2016 to December 2019; Attorney at Wildermuth Endowment Strategy Fund/Wildermuth Advisory, LLC from November 2015 to May 2016 and Assistant General Counsel at RCS Advisory Services from July 2014 to November 2015. She is an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 35 years old and has been an employee of the Adviser since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager-BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 52 years old and has been an employee of the Adviser since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2005.

Senior Accounting Manager-BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 56 years old and has been an employee of the Adviser since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Adviser since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 63 investment companies (comprised of 141 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 53 years old and has been an employee of the Adviser since November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.

Chief Compliance Officer of the Adviser, the BNY Mellon Family of Funds and BNY Mellon Funds Trust (62 investment companies, comprised of 133 portfolios). He is 63 years old and has served in various capacities with the Adviser since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016.

Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor. She is an officer of 56 investment companies (comprised of 134 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 52 years old and has been an employee of the Distributor since 1997.

48

 

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49

 

For More Information

BNY Mellon Smallcap Stock Index Fund

240 Greenwich Street
New York, NY 10286

Adviser

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

Custodian

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

Transfer Agent &
Dividend Disbursing Agent

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

Distributor

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

   

Ticker Symbols:

Investor: DISSX Class I: DISIX

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

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

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

Internet Information can be viewed online or downloaded at www.bnymellonim.com/us

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

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

   

© 2020 BNY Mellon Securities Corporation
0077AR1020

 


 

 

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 Joseph S. DiMartino, 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").  Mr. DiMartino 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 $121,474 in 2019 and $117,206 in 2020.

 

(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 $24,500 in 2019 and $23,506 in 2020.  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 2019 and $0 in 2020.

 

(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 $40,941 in 2019 and $40,026 in 2020.  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 $0 in 2019 and $0 in 2020.

 


 

(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 $3,829 in 2019 and $0 in 2020.  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 2019 and $0 in 2020.

 

(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 $616,767 in 2019 and $1,174,149 in 2020.

 

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.

 

Item 5.             Audit Committee of Listed Registrants.

                        Not applicable.

Item 6.             Investments.

(a)                    Not applicable.

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

                        Not applicable.

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

Not applicable.

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

                        Not applicable.


 

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

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

Item 11.           Controls and Procedures.

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

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

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

Not applicable.

Item 13.           Exhibits.

(a)(1)    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 Index Funds, Inc.

By:       /s/ Renee LaRoche-Morris

            Renee LaRoche-Morris

            President (Principal Executive Officer)

 

Date:    December 22, 2020

 

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

 

By:       /s/ Renee LaRoche-Morris

            Renee LaRoche-Morris

            President (Principal Executive Officer)

 

Date:    December 22, 2020

 

By:       /s/ James Windels

            James Windels

            Treasurer (Principal Financial Officer)

 

Date:    December 22, 2020

 

 

 


 

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)