09/02/2025 | Press release | Distributed by Public on 09/02/2025 08:53
☐ Pre-Effective Amendment No. __
|
☐ Post-Effective Amendment No. __
|
|
• |
By Mail. Please complete, date and sign the enclosed proxy card and mail it in the enclosed, postage-paid envelope.
|
|
• |
Over the Internet. Have your proxy card available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website.
|
|
• |
By Telephone. Have your proxy card available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions.
|
|
• |
At the Meeting. You will not be able to attend the meeting physically, but you may attend the meeting virtually and vote over the Internet during the meeting.
|
Sincerely,
|
|
/s/ David DiPetrillo
|
David DiPetrillo
President
BNY Mellon Stock Funds
|
|
• |
a price movement and market activity have created an excessive valuation;
|
|
• |
the valuation of the company has become expensive relative to its peers;
|
|
• |
there has been a significant change in the prospects of the company;
|
|
• |
there has been a change in the sub-adviser's view of global investment themes; or
|
|
• |
profit-taking.
|
|
• |
By mail, with the enclosed proxy card and postage-paid envelope;
|
|
• |
By telephone, with a toll-free call to the number listed on your proxy card;
|
|
• |
Over the Internet, at the website address listed on your proxy card; or
|
|
• |
At the meeting, by attending virtually and voting over the Internet during the meeting.
|
By Order of the Board of Trustees
|
|
Sarah S. Kelleher
Secretary
|
WE NEED YOUR PROXY VOTE
A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE MEETING OF SHAREHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED OR POSTPONED WITHOUT CONDUCTING ANY BUSINESS IF SHAREHOLDERS REPRESENTING LESS THAN A QUORUM OF FUND SHARES ELIGIBLE TO VOTE ARE PRESENT. IN THAT EVENT, THE FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD OR OTHERWISE VOTE PROMPTLY. YOU AND ALL OTHER FUND SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
|
Class A Shares
|
Class C Shares
|
Class I Shares
|
Class Y Shares
|
1,074,919.071
|
9,239.763
|
1,230,998.697
|
11,746.739
|
SUMMARY
|
5
|
FUND DETAILS
|
19
|
REASONS FOR THE REORGANIZATION
|
30
|
INFORMATION ABOUT THE REORGANIZATION
|
31
|
ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUND AND THE FUND
|
34
|
VOTING INFORMATION
|
35
|
FINANCIAL STATEMENTS AND EXPERTS
|
38
|
OTHER MATTERS
|
38
|
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
|
38
|
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
|
A-1
|
COMPARISON OF FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE ACQUIRING FUND AND THE FUND
|
B-1
|
DESCRIPTION OF THE ACQUIRING TRUST'S BOARD MEMBERS
|
C-1
|
|
• |
price movement and market activity have created an excessive valuation;
|
|
• |
the valuation of the company has become expensive relative to its peers;
|
|
• |
there has been a significant change in the prospects of the company;
|
|
• |
there has been a change in the sub-adviser's view of global investment themes; or
|
|
• |
profit-taking.
|
|
• |
Risks of stock investing: (Each fund) Stocks generally fluctuate more in value than bonds and may decline significantly over short time periods. There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices. The market value of a stock may decline due to general market conditions that are not related to the particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. A security's market value also may decline because of factors that affect the particular company, such as management performance, financial leverage and reduced demand for the company's products or services, or factors that affect the company's industry, such as labor shortages or increased production costs and competitive conditions within an industry.
|
|
• |
Foreign investment risk: (Each fund) To the extent the fund invests in foreign securities, the fund's performance will be influenced by political, social and economic factors affecting investments in foreign issuers. Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards. Investments denominated in foreign currencies are subject to the risk that such currencies will decline in value relative to the U.S. dollar and affect the value of these investments held by the fund.
|
|
• |
Emerging market risk: (Each fund) The securities of issuers located or doing substantial business in emerging market countries tend to be more volatile and less liquid than the securities of issuers located in countries with more mature economies, potentially making prompt liquidation at an attractive price difficult. The economies of countries with emerging markets may be based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme debt burdens or volatile inflation rates. Transaction settlement and dividend collection procedures also may be less reliable in emerging markets than in developed markets. Emerging markets generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. Investments in these countries may be subject to political, economic, legal, market and currency risks. Special risks associated with investments in emerging market issuers may include a lack of publicly available information, a lack of uniform disclosure, accounting and financial reporting and recordkeeping standards and limited investor protections applicable in developed economies. The risks also may include unpredictable political and economic policies, the imposition of capital controls and/or foreign investment limitations by a country, nationalization of businesses, and the imposition of sanctions or restrictions on certain investments by other countries, such as the United States.
|
|
• |
Foreign currency risk: (Each fund) Investments in foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar or, in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged. Currency exchange rates may fluctuate significantly over short periods of time. Foreign currencies, particularly the currencies of emerging market countries, are also subject to risks caused by
|
|
• |
Liquidity risk: (Each fund) When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities and the fund's share price may fall dramatically. Investments that are illiquid or that trade in lower volumes may be more difficult to value. Investments in foreign securities, particularly those of issuers located in emerging markets, tend to have greater exposure to liquidity risk than domestic securities. Liquidity risk also may refer to the risk that the fund will not be able to pay redemption proceeds within the allowable time period stated in this prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions, which may adversely affect the fund's share price.
|
|
• |
Market risk: (Each fund) The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed-income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. A widespread outbreak of an infectious disease, such as COVID-19, and efforts to contain its spread, may result in market volatility, inflation, reduced liquidity or disruption in the trading of certain financial instruments, and systemic economic weakness. 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.
|
|
• |
Management risk: (Each fund) The investment process and techniques used by the fund's sub-adviser could fail to achieve the fund's investment goal, may cause your fund investment to lose value or may cause the fund to underperform other funds with similar investment goals.
|
|
• |
Derivatives risk: (Principal risk of the Acquiring Fund) 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, and the fund's use of derivatives may result in losses to the fund and increased portfolio volatility. Derivatives in which the fund may invest can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by the fund will not correlate with the underlying assets or the fund's other investments in the manner intended. Derivative instruments, such as forward contracts and other over-the-counter transactions, also involve the risk that a loss may be sustained as a result of the failure of the counterparty to the derivative instruments to make required payments or otherwise comply with the derivative instruments' terms. Many of the regulatory protections afforded participants on organized exchanges for futures contracts and exchange-traded options, such as the performance guarantee of an exchange clearing house, are not available in connection with over-the-counter derivative transactions. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment, and involve greater risks than the underlying assets because, in addition to general market risks, they are subject to
|
|
• |
Past performance. Although the Acquiring Fund's shares outperformed the corresponding class of the Fund's shares for the one-year period ended December 31, 2024, past performance (before and after taxes) is not necessarily an indication of how the Acquiring Fund's shares or the Fund's shares will perform in the future.
|
|
• |
Risk that efficiencies are not realized. By combining the Fund with the Acquiring Fund, management of BNYIA believes the Reorganization will enable Fund shareholders to benefit from the spreading of fixed costs across a larger asset base, which may result in a further reduction of shareholder expenses, permitting NIM to more efficiently manage the combined fund's portfolio through various measures, including trade orders and executions, and also permitting the funds' service providers-including BNYIA-to operate and service a single fund (and its shareholders), instead of having to operate and service both funds with similar shareholder bases. However, these desired efficiencies may not ultimately be realized.
|
Fund
BNY Mellon International Core Equity Fund
Class A Shares |
Acquiring Fund
BNY Mellon International Equity Fund Class A Shares |
Acquiring Fund
Pro Forma After Reorganization BNY Mellon International Equity Fund Class A Shares |
|
Shareholder Fees
(fees paid directly from your investment) |
|||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
|
5.75
|
5.75
|
5.75
|
Maximum deferred sales charge (load) (as a percentage of lower of
purchase or sale price) |
none1
|
none1
|
none1
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|||
Management fees
|
.80
|
.75
|
.75
|
Distribution (12b-1) fees
|
none
|
none
|
none
|
Other expenses:
|
|||
Administration fee
|
.10
|
none
|
none
|
Shareholder services fees
|
.25
|
.25
|
.25
|
Miscellaneous other expenses
|
.38
|
.23
|
.22
|
Total other expenses
|
.73
|
.48
|
.47
|
Total annual fund operating expenses
|
1.53
|
1.23
|
1.22
|
Fee waiver and/or expense reimbursement
|
(.41)2
|
(.21)3
|
(.20)3
|
Total annual fund operating expenses
(after fee waiver and/or expense reimbursement) |
1.12
|
1.02
|
1.02
|
Fund
BNY Mellon International Core Equity Fund
Class C Shares |
Acquiring Fund
BNY Mellon International Equity Fund Class C Shares |
Acquiring Fund
Pro Forma After Reorganization BNY Mellon International Equity Fund Class C Shares |
|
Shareholder Fees
(fees paid directly from your investment) |
|||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
|
none
|
none
|
none
|
Maximum deferred sales charge (load) (as a percentage of lower of
purchase or sale price) |
1.00
|
1.00
|
1.00
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|||
Management fees
|
.80
|
.75
|
.75
|
Distribution (12b-1) fees
|
.75
|
.75
|
.75
|
Other expenses:
|
|||
Administration fee
|
.10
|
none
|
none
|
Shareholder services fees
|
.25
|
.25
|
.25
|
Miscellaneous other expenses
|
.66
|
.27
|
.37
|
Total other expenses
|
1.01
|
.52
|
.62
|
Total annual fund operating expenses
|
2.56
|
2.02
|
2.12
|
Fee waiver and/or expense reimbursement
|
(.69)1
|
(.25)2
|
(.35)3
|
Total annual fund operating expenses
(after fee waiver and/or expense reimbursement) |
1.87
|
1.77
|
1.77
|
Fund
BNY Mellon International Core Equity Fund Class I Shares
|
Acquiring Fund
BNY Mellon International Equity Fund Class I Shares |
Acquiring Fund
Pro Forma After Reorganization BNY Mellon International Equity Fund Class I Shares |
|
Shareholder Fees
(fees paid directly from your investment) |
|||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
|
none
|
none
|
none
|
Maximum deferred sales charge (load) (as a percentage of lower of
purchase or sale price) |
none
|
none
|
none
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|||
Management fees
|
.80
|
.75
|
.75
|
Distribution (12b-1) fees
|
none
|
none
|
none
|
Other expenses:
|
|||
Administration fee
|
.10
|
none
|
none
|
Shareholder services fees
|
none
|
none
|
none
|
Miscellaneous other expenses
|
.37
|
.21
|
.19
|
Total other expenses
|
.47
|
.21
|
.19
|
Total annual fund operating expenses
|
1.27
|
.96
|
.94
|
Fee waiver and/or expense reimbursement
|
(.40)1
|
(.19)2
|
(.17)2
|
Total annual fund operating expenses
(after fee waiver and/or expense reimbursement) |
.87
|
.77
|
.77
|
Fund
BNY Mellon International Core Equity Fund Class Y Shares
|
Acquiring Fund
BNY Mellon International Equity Fund Class Y Shares |
Acquiring Fund
Pro Forma After Reorganization BNY Mellon International Equity Fund Class Y Shares |
|
Shareholder Fees
(fees paid directly from your investment) |
|||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
|
none
|
none
|
none
|
Maximum deferred sales charge (load) (as a percentage of lower of
purchase or sale price) |
none
|
none
|
none
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
|
|||
Management fees
|
.80
|
.75
|
.75
|
Distribution (12b-1) fees
|
none
|
none
|
none
|
Other expenses:
|
|||
Administration fee
|
.10
|
none
|
none
|
Shareholder services fees
|
none
|
none
|
none
|
Miscellaneous other expenses
|
.26
|
.13
|
.10
|
Total other expenses
|
.36
|
.13
|
.10
|
Total annual fund operating expenses
|
1.16
|
.88
|
.85
|
Fee waiver and/or expense reimbursement
|
(.29)1
|
(.11)2
|
(.08)2
|
Total annual fund operating expenses
(after fee waiver and/or expense reimbursement) |
.87
|
.77
|
.77
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Class A (with or without redemption at end of period)
|
$722
|
$1,031
|
$1,361
|
$2,294
|
Class C (with redemption at end of period)
|
$359
|
$796
|
$1,360
|
$2,895
|
Class C (without redemption at end of period)
|
$259
|
$796
|
$1,360
|
$2,895
|
Class I (with or without redemption at end of period)
|
$129
|
$403
|
$697
|
$1,534
|
Class Y (with or without redemption at end of period)
|
$118
|
$368
|
$638
|
$1,409
|
Acquiring Fund
|
||||
BNY Mellon International Equity Fund
|
||||
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Class A (with or without redemption at end of period)
|
$693
|
$943
|
$1,212
|
$1,978
|
Class C (with redemption at end of period)
|
$305
|
$634
|
$1,088
|
$2,348
|
Class C (without redemption at end of period)
|
$205
|
$634
|
$1,088
|
$2,348
|
Class I (with or without redemption at end of period)
|
$98
|
$306
|
$531
|
$1,178
|
Class Y (with or without redemption at end of period)
|
$90
|
$281
|
$488
|
$1,084
|
Acquiring Fund Pro Forma After Reorganization
|
||||
BNY Mellon International Equity Fund
|
||||
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Class A (with or without redemption at end of period)
|
$692
|
$940
|
$1,207
|
$1,967
|
Class C (with redemption at end of period)
|
$280
|
$630
|
$1,107
|
$2,424
|
Class C (without redemption at end of period)
|
$180
|
$630
|
$1,107
|
$2,424
|
Class I (with or without redemption at end of period)
|
$96
|
$300
|
$520
|
$1,155
|
Class Y (with or without redemption at end of period)
|
$87
|
$271
|
$471
|
$1,049
|
During the periods shown in the chart:
Best Quarter
2022, Q4: 17.32
|
Worst Quarter
2020, Q1: (22.43)
|
Average Annual Total Returns (as of 12/31/24)
|
|||
Class
|
1 Year
|
5 Years
|
10 Years
|
Class I returns before taxes
|
4.06%
|
3.36%
|
3.81%
|
Class I returns after taxes on distributions
|
-5.24%
|
0.87%
|
2.43%
|
Class I returns after taxes on distributions and sale of fund shares
|
7.49%
|
2.56%
|
3.03%
|
Class A returns before taxes
|
-2.18%
|
1.88%
|
2.95%
|
Class C returns before taxes
|
2.31%
|
2.33%
|
2.75%
|
Class Y returns before taxes
|
4.08%
|
3.36%
|
3.83%
|
MSCI EAFE® Index
reflects no deductions for fees, expenses or taxes |
3.82%
|
4.73%
|
5.20%
|
During the periods shown in the chart:
Best Quarter
2022, Q4: 19.89
|
Worst Quarter
2020, Q1: (23.93)
|
Average Annual Total Returns (as of 12/31/24)
|
|||
Class (Inception Date)
|
1 Year
|
5 Years
|
10 Years
|
Class I returns before taxes
|
1.44%
|
3.41%
|
4.48%
|
Class I returns after taxes on distributions
|
1.03%
|
2.59%
|
3.93%
|
Class I returns after taxes on distributions and sale of fund shares
|
1.91%
|
2.94%
|
3.77%
|
Class A returns before taxes
|
-4.64%
|
1.92%
|
3.58%
|
Class C returns before taxes
|
-0.54%
|
2.35%
|
3.40%
|
Class Y (6/1/15) returns before taxes
|
1.46%
|
3.41%
|
4.47%
|
MSCI EAFE® Index
reflects no deductions for fees, expenses or taxes |
3.82%
|
4.73%
|
5.20%
|
|
• |
key trends in economic variables, such as a country's gross domestic product, inflation and interest rates;
|
|
• |
demographic or social trends and their effects on companies, countries, markets and industries;
|
|
• |
the expected impact of technology and globalization on industries and brands;
|
|
• |
governmental policy;
|
|
• |
relative valuations of equities, bonds and cash investments; and
|
|
• |
long-term trends in currency movements
|
|
• |
price movement and market activity have created an excessive valuation;
|
|
• |
the valuation of the company has become expensive relative to its peers;
|
|
• |
there has been a significant change in the prospects of the company;
|
|
• |
there has been a change in the sub-adviser's view of global investment themes (as described above); or
|
|
• |
profit-taking.
|
|
• |
Stock selection. NIMNA uses proprietary quantitative models and traditional qualitative analysis to identify attractive stocks with low relative price multiples and positive trends in earnings forecasts.
|
|
• |
Country allocations. NIMNA seeks to allocate country weights generally in accordance with the MSCI EAFE Index, but deviations from the MSCI EAFE Index country weightings may occur.
|
|
• |
Sector allocations. NIMNA groups stocks into micro-universes of similar companies within each country to facilitate comparisons. NIMNA uses the sector allocations of the MSCI EAFE Index as a guide, but allocations may differ from those of the MSCI EAFE Index.
|
|
• |
ESG considerations risk: (Acquiring Fund) As part of its investment research process, NIM's consideration of potential investments it views as presenting ESG risks, opportunities and issues may contribute to the Acquiring Fund making different investments than funds that do not incorporate ESG considerations into their investment research processes. Under certain economic conditions, this could cause the Acquiring Fund to underperform funds that do not
|
|
• |
Convertible securities risk: (Acquiring Fund) Convertible securities may be converted at either a stated price or stated rate into underlying shares of common stock. Convertible securities generally are subordinated to other similar but non-convertible securities of the same issuer. Although to a lesser extent than with fixed-income securities, the market value of convertible securities tends to decline as interest rates increase. In addition, because of the conversion feature, the market value of convertible securities tends to vary with fluctuations in the market value of the underlying common stock. Although convertible securities provide for a stable stream of income, they are subject to the risk that their issuers may default on their obligations. Convertible securities also offer the potential for capital appreciation through the conversion feature, although there can be no assurance of capital appreciation because securities prices fluctuate. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality because of the potential for capital appreciation.
|
|
• |
Depositary receipts risk: (Acquiring Fund) Depositary receipts may be subject to certain of the risks associated with direct investments in the securities of foreign companies, such as currency risk, political and economic risk and market risk, because their values depend on the performance of the non-dollar denominated underlying foreign securities. Certain countries may limit the ability to convert depositary receipts into the underlying foreign securities and vice versa, which may cause the securities of the foreign company to trade at a discount or premium to the market price of the related depositary receipt. The Acquiring Fund may invest in depositary receipts through an unsponsored facility where the depositary issues the depositary receipts without an agreement with the company that issues the underlying securities. Holders of unsponsored depositary receipts generally bear all the costs of such facilities, and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of the depositary receipts with respect to the deposited securities. As a result, available information concerning the issuer may not be as current as for sponsored depositary receipts, and the prices of unsponsored depositary receipts may be more volatile than if such instruments were sponsored by the issuer.
|
|
• |
Preferred stock risk: (Acquiring Fund) Preferred stock is a class of a capital stock that typically pays dividends at a specified rate. Preferred stock is generally senior to common stock, but subordinate to debt securities, with respect to the payment of dividends and on liquidation of the issuer. The market value of preferred stock generally decreases when interest rates rise and is also affected by the issuer's ability to make payments on the preferred stock.
|
|
• |
Warrants risk: (Acquiring Fund) Warrants are subject to the same market risk as stocks, but may be more volatile in price. An investment in warrants would not entitle the Acquiring Fund to receive dividends or exercise voting rights and will become worthless if the warrants cannot be profitably exercised before the expiration dates.
|
|
• |
Country, industry and market sector risk: (Acquiring Fund) The Acquiring Fund may be overweighted or underweighted, relative to the MSCI EAFE Index, in certain countries, companies, industries or market sectors, which may cause the Acquiring Fund's performance to be more or less sensitive to positive or negative developments affecting those countries, companies, industries or sectors. In addition, the Acquiring Fund may, from time to time, invest a significant portion (more than 25%) of its total assets in securities of companies located in particular countries, such as the United Kingdom and Japan, depending on such country's representation within the MSCI EAFE Index.
|
|
• |
Fixed-income securities risk: (Fund) To the extent the Fund invests in fixed-income securities, such investments will be subject primarily to interest rate and credit risks. The fixed-income securities market also can be susceptible to increases in volatility and decreases in liquidity. Prices of bonds and other fixed-income securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect fixed rate fixed-income securities and, accordingly, will cause the value of the Fund's investments in these securities to decline. The magnitude of these fluctuations in the market price of fixed-income securities is generally greater for securities with longer effective maturities and durations because such instruments do not mature, reset interest rates or become callable for longer periods of time. Credit risk is the risk that the issuer of the security will fail to make timely interest or principal payments, which can cause the security's price to fall, lowering the value of the Fund's investment in such security. The lower a security's credit rating, the greater the chance that the issuer of the security will default or fail to meet its payment obligations. Liquidity of fixed-income securities can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates).
|
|
• |
Derivatives risk: (Fund) 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, and the fund's use of derivatives may result in losses to the fund. Derivatives in which the fund may invest can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by the fund will not correlate with the underlying assets or the fund's other investments in the manner intended. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment, and involve greater risks than the underlying assets because, in addition to general market risks, they are subject to liquidity risk, credit and counterparty risk (failure of the counterparty to the derivatives
|
|
• |
Growth and value stock risk: By investing in a mix of growth and value companies, the fund assumes the risks of both. Investors often expect growth companies to increase their earnings at a certain rate. If these expectations are not met, investors can punish the stocks inordinately, even if earnings do increase. In addition, growth stocks may lack the dividend yield that may cushion stock prices in market downturns. Value stocks involve the risk that they may never reach their expected full market value, either because the market fails to recognize the stock's intrinsic worth or the expected value was misgauged. They also may decline in price even though in theory they are already undervalued.
|
|
• |
Leverage risk: The use of leverage, such as entering into forward currency contracts, may magnify the fund's gains or losses. Because many derivatives have a leverage component, adverse changes in the value or level of the underlying asset or reference rate can result in a loss substantially greater than the amount invested in the derivative itself.
|
|
• |
Temporary investment risk. Under adverse market conditions, the Acquiring Fund or the Fund could invest some or all of its assets in U.S. Treasury securities and money market securities, or hold cash. Although the Acquiring Fund or the Fund would do this for temporary defensive purposes, this strategy could reduce the benefit from any upswing in the market. To the extent the Acquiring Fund or the Fund invests defensively in these securities, such fund's investments .may not be consistent with its principal investment strategies and may not achieve its investment objective. Each fund also may purchase money market instruments when it has cash reserves or in anticipation of taking a market position.
|
Fund
BNY Mellon International Core Equity Fund
Class A Shares
|
Acquiring Fund
BNY Mellon International
Equity Fund Class A Shares |
Adjustments
|
Acquiring Fund
Pro Forma After
Reorganization
BNY Mellon International Equity Fund
Class A Shares |
|
Total net assets
|
$46,030,849
|
$8,238,137
|
$54,268,986
|
|
Net asset value per share
|
$42.58
|
$18.30
|
$18.30
|
|
Shares outstanding
|
1,081,045
|
450,100
|
1,433,905
|
2,965,050
|
Fund
BNY Mellon International Core Equity Fund
Class C Shares
|
Acquiring Fund
BNY Mellon International
Equity Fund Class C Shares |
Adjustments
|
Acquiring Fund
Pro Forma After
Reorganization
BNY Mellon International Equity Fund
Class C Shares |
|
Total net assets
|
$454,955
|
$553,436
|
$1,008,391
|
|
Net asset value per share
|
$43.78
|
$17.90
|
$17.90
|
|
Shares outstanding
|
10,391
|
30,918
|
15,025
|
56,334
|
Fund
BNY Mellon International Core Equity Fund
Class I Shares
|
Acquiring Fund
BNY Mellon International
Equity Fund Class I Shares |
Adjustments
|
Acquiring Fund
Pro Forma After
Reorganization
BNY Mellon International Equity Fund
Class I Shares |
|
Total net assets
|
$54,157,458
|
$92,018,722
|
$146,176,180
|
|
Net asset value per share
|
$43.65
|
$18.04
|
$18.04
|
|
Shares outstanding
|
1,240,623
|
5,101,572
|
1,761,898
|
8,104,093
|
Fund
BNY Mellon International Core Equity Fund
Class Y Shares
|
Acquiring Fund
BNY Mellon International
Equity Fund Class Y Shares |
Adjustments
|
Acquiring Fund
Pro Forma After
Reorganization
BNY Mellon International Equity Fund
Class Y Shares |
|
Total net assets
|
$511,323
|
$114,365,428
|
$114,876,751
|
|
Net asset value per share
|
$43.63
|
$17.89
|
$17.89
|
|
Shares outstanding
|
11,719
|
6,393,423
|
16,866
|
6,422,008
|
Percentage of
Outstanding Share Class |
||
Name and Address
|
Before Reorganization
Fund |
Pro Forma After Reorganization Acquiring Fund |
Fund-Class A Shares
|
||
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City NJ 07310-1995
|
14.3132%
|
12.0980%
|
MLPF & S For The Sole Benefit
Of Its Customers
Attn Fund Administration
A/C
4800 Deer Lake Drive E Floor 3
Jacksonville FL 32246-6484
|
8.6223%
|
7.2879%
|
Pershing LLC
Po Box 2052
Jersey City NJ 07303-2052
|
6.2078%
|
5.2470%
|
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza Floor 12
New York NY 10004-1901
|
5.3085%
|
4.4869%
|
Fund-Class C Shares
|
||
American Enterprise Investment Services
FBO
707 2nd Ave S
Minneapolis MN 55402-2405
|
45.8973%
|
19.3367%
|
Pershing LLC
Po Box 2052
Jersey City NJ 07303-2052
|
15.4676%
|
6.5165%
|
J P Morgan Securities LLC
For The Exclusive Benefit Of Our
Customers
4 Chase Metrotech Ctr
Brooklyn NY 11245-0003
|
15.0894%
|
6.3572%
|
Wells Fargo Clearing Services
A/C
2801 Market Street
Saint Louis MO 63103-2523
|
14.1662%
|
5.9683%
|
LPL Financial
A/C
4707 Executive Drive
San Diego CA 92121-3091
|
7.7848%
|
3.2798%
|
Fund-Class I Shares
|
||
Pershing LLC
Po Box 2052
Jersey City NJ 07303-2052
|
21.3008%
|
7.8468%
|
Empower Financial Services Inc
8515 E Orchard Road
Greenwood Village CO 80111
|
14.7594%
|
5.4371%
|
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City NJ 07310-1995
|
13.9406%
|
5.1354%
|
Newton Investment Management
North America LLC LTIP Award
240 Greenwich Street Floor 6 Tax Room
New York NY 10007
|
6.6850%
|
2.4626%
|
LPL Financial A/C
4707 Executive Dr
San Diego CA 92121-3091
|
6.1807%
|
2.2768%
|
Fund-Class Y Shares
|
||
DCGT As Trustee And/Or Cust
FBO Various Retirement Plans
Omnibus
Attn NPIO Trade Desk
711 High Street
Des Moines, IA 50392
|
74.7105%
|
.3341%
|
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ 07310
|
23.6414%
|
.1057%
|
Name and Address |
Before Reorganization
Acquiring Fund |
Pro Forma
After Reorganization Acquiring Fund |
Acquiring Fund-Class A Shares
|
||
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza Floor 12
New York NY 10004-1901
|
73.6748%
|
11.4024%
|
Acquiring Fund-Class C Shares
|
||
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza Floor 12
New York NY 10004-1901
|
82.5158%
|
47.7517%
|
RBC Capital Markets LLC
Mutual Fund Omnibus Processing
Attn Mutual Fund Ops Manager
250 Nicollet Mall Suite 1400
Minneapolis MN 55401-1931
|
10.0646%
|
5.8244%
|
Wells Fargo Clearing Services
2801 Market St
Saint Louis MO 63103-2523
|
5.5453%
|
3.2090%
|
Acquiring Fund-Class I Shares
|
||
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza Floor 12
New York NY 10004-1901
|
47.5117%
|
30.0093%
|
Pershing LLC
Po Box 2052
Jersey City NJ 07303-2052
|
37.1794%
|
23.4832%
|
Acquiring Fund-Class Y Shares
|
||
Sei Private Trust
Mutual Fund Administrator
One Freedom Valley Drive
Oaks PA 19456-9989
|
51.1087%
|
50.8802%
|
Mac & Co
C/O The Bank Of New York Mellon
500 Grant Street
Room 151-1010
Pittsburgh PA 15258
|
48.8753%
|
48.6568%
|
|
3. |
CLOSING AND CLOSING DATE.
|
|
4. |
REPRESENTATIONS AND WARRANTIES.
|
|
5. |
COVENANTS OF THE ACQUIRING TRUST, ON BEHALF OF THE ACQUIRING FUND, AND THE TRUST, ON BEHALF OF THE FUND.
|
|
6. |
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
|
|
7. |
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE FUND.
|
|
8. |
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE FUND AND THE ACQUIRING FUND.
|
|
9. |
TERMINATION AND AMENDMENT OF AGREEMENT; EXPENSES.
|
|
10. |
WAIVER.
|
|
11. |
MISCELLANEOUS.
|
BNY MELLON STOCK FUNDS,
|
||
on Behalf of BNY MELLON INTERNATIONAL CORE EQUITY FUND
|
||
By:
|
||
Jeff Prusnofsky,
|
||
Vice President
|
ATTEST:
|
|
Sarah S. Kelleher,
|
|
Secretary
|
BNY MELLON INVESTMENT FUNDS I,
|
||
on Behalf of BNY MELLON INTERNATIONAL EQUITY FUND
|
||
By:
|
||
Jeff Prusnofsky,
|
||
Vice President
|
ATTEST:
|
|
Sarah S. Kelleher,
|
|
Secretary
|
Solely for purposes of and agreeing to be bound by paragraphs 4.3 and 9.4 of the Agreement:
|
||
BNY MELLON INVESTMENT ADVISER, INC.
|
||
By:
|
||
David DiPetrillo,
|
||
Vice President
|
ATTEST:
|
|
Susan Maroni,
|
|
Secretary
|
Acquiring Fund
|
Fund
|
||
The Acquiring Fund may not…
|
The Fund may not…
|
||
Borrowing; Senior Securities
|
1. Borrow money, except in amounts not to exceed 33-1/3% of the value of the fund's total assets (including the amount borrowed) taken at market value (i) from banks for temporary or short-term purposes or for the clearance of transactions, (ii) in connection with the redemption of fund shares or to finance failed settlements of portfolio trades without immediately liquidating portfolio securities or other assets, (iii) in order to fulfill commitments or plans to purchase additional securities pending the anticipated sale of other portfolio securities or assets and (iv) the fund may enter into reverse repurchase agreements and forward roll transactions. For purposes of this Fundamental Policy, investments in short sales, futures contracts, options on futures contracts, securities or indices and forward commitments shall not constitute borrowing.
Issue senior securities. For purposes of this Fundamental Policy, borrowing money in accordance with this paragraph, making loans in accordance with Fundamental Policy No. 5, the issuance of shares of beneficial interest in multiple classes or series, the deferral of board members' fees, the purchase or sale of options, futures contracts, forward commitments and repurchase agreements entered into in accordance with the fund's investment policies or within the meaning of Fundamental Policy No. 6, are not deemed to be senior securities.
|
1. Borrow money, except to the extent permitted under the 1940 Act (which currently limits borrowing to no more than 33-1/3% of the value of the fund's total assets). For purposes of this Fundamental Policy, the entry into options, forward contracts, futures contracts, including those related to indices and options on futures contracts or indices shall not constitute borrowing.
8. Issue any senior security (as such term is defined in Section 18(f) of the 1940 Act), except insofar as the fund may be deemed to have issued a senior security by reason of borrowing money in accordance with the fund's borrowing policies. For purposes of this Fundamental Policy, collateral, escrow, or margin or other deposits with respect to the making of short sales, the purchase or sale of futures contracts or options, purchase or sale of forward foreign currency contracts, and the writing of options on securities are not deemed to be an issuance of a senior security.
|
Acquiring Fund
|
Fund
|
||
The Acquiring Fund may not…
|
The Fund may not…
|
||
Commodities
|
2. Purchase or sell commodities or commodity contracts, except the fund may purchase and sell options on securities, securities indices and currency, futures contracts on securities, securities indices and currency and options on such futures, forward foreign currency exchange contracts, forward commitments, securities index put or call warrants and repurchase agreements entered into in accordance with the fund's investment policies.
|
2. Invest in commodities or commodities contracts, except that the fund may purchase and sell options, forward contracts, futures contracts, including those related to indices and options on futures contracts or indices and enter into swaps and other derivatives.
|
|
Issuer Diversification
|
3. With respect to 75% of its total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities or repurchase agreements collateralized by U.S. Government securities and other investment companies), if: (a) such purchase would cause more than 5% of the fund's total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the fund.
|
3. With respect to 75% of its total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities or repurchase agreements collateralized by U.S. Government securities and other investment companies), if: (a) such purchase would cause more than 5% of the fund's total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the fund.
|
|
Industry Concentration
|
4. Invest more than 25% of the current value of its total assets in any single industry, provided that this Fundamental Policy shall not apply to U.S. Government securities or mortgage-backed securities issued or guaranteed as to principal or interest by the U.S. Government, its agencies or instrumentalities.
|
4. Invest more than 25% of the value of its total assets in the securities of issuers in any single industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
|
Acquiring Fund
|
Fund
|
||
The Acquiring Fund may not…
|
The Fund may not…
|
||
Lending Portfolio Securities; Loans
|
5. Make loans, except that the fund (1) may lend portfolio securities in accordance with the fund's investment policies up to 33-1/3% of the fund's total assets taken at market value, (2) enter into repurchase agreements and (3) purchase all or a portion of an issue of debt securities, bank loan participation interests, bank certificates of deposit, bankers' acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities.
|
5. Lend any securities or make loans to others, except to the extent permitted under the 1940 Act (which currently limits such loans to no more than 33-1/3% of the value of the fund's total assets) or as otherwise permitted by the SEC. For purposes of this Fundamental Policy, the purchase of debt obligations (including acquisitions of loans, loan participations or other forms of debt instruments) and the entry into repurchase agreements shall not constitute loans by the fund. Any loans of portfolio securities will be made according to guidelines established by the SEC and the board.
|
|
Margin
|
6. Purchase securities on margin (except that the fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities).
|
6. Purchase securities on margin, except for use of short-term credit necessary for clearance of purchases and sales of portfolio securities, but the fund may make margin deposits in connection with transactions in options, forward contracts, futures contracts and options on futures contracts, and except that effecting short sales will be deemed not to constitute a margin purchase for purposes of this Fundamental Policy.
|
|
Real Estate; Oil and Gas
|
7. Purchase or sell real estate except that the fund may (i) acquire or lease office space for its own use, (ii) invest in securities of issuers that invest in real estate or interests therein, (iii) invest in securities that are secured by real estate or interests therein, (iv) purchase and sell mortgage-related securities and (v) hold and sell real estate acquired by the fund as a result of the ownership of securities.
|
7. Purchase, hold or deal in real estate, or oil, gas or other mineral leases or exploration or development programs, but the fund may purchase and sell securities that are secured by real estate or issued by companies that invest or deal in real estate or REITs.
|
|
Underwriting
|
8. Underwrite the securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, the fund may be deemed to be an underwriter under the Securities Act.
|
10. Act as an underwriter of securities of other issuers, except to the extent the fund may be deemed an underwriter under the Securities Act by virtue of disposing of portfolio securities.
|
Name
Year of Birth Position1 |
Principal Occupation
During Past 5 Years |
Other Public Company Board Memberships During Past 5 Years
|
Joseph S. DiMartino
1943 Chairman of the Board |
Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as listed herein)
|
CBIZ, Inc., a public company providing professional business services, products and solutions, Director (1997 - May 2023)
|
Francine J. Bovich
1951 Board Member |
The Bradley Trusts, private trust funds, Trustee (2011 - Present)
|
Annaly Capital Management, Inc., a real estate investment trust, Director (2014 -2025)
|
Andrew J. Donohue
1950 Board Member |
Attorney, Solo Law Practice (2019 - Present)
Shearman & Sterling LLP, a law firm, Of Counsel (2017 -2019)
Chief of Staff to the Chair of the SEC (2015 - 2017)
|
N/A
|
Bradley J. Skapyak
1958 Board Member |
Chief Operating Officer and Director of The Dreyfus Corporation (2009 - 2019)
Chief Executive Officer and Director of MBSC Securities Corporation (2016 - 2019)
Chairman and Director of Dreyfus Transfer, Inc. (2011 - 2019)
Senior Vice President of
The Bank of New York Mellon (2007 - 2019) |
N/A
|
Roslyn M. Watson
1949 Board Member |
Watson Ventures, Inc., a real estate investment company, Principal (1993 - Present)
|
N/A
|
Benaree Pratt Wiley
1946 Board Member |
The Wiley Group, a firm specializing in strategy and business development, Principal
(2005 - Present) |
CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2008 - Present)
Blue Cross Blue Shield of Massachusetts, Director (2004 - December 2020)
|
• |
Joseph S. DiMartino - Mr. DiMartino has been the Chairman of the Board of the funds in the BNY Mellon Family of Funds for over 25 years. From 1971 through 1994, Mr. DiMartino served in various roles as an employee of The Dreyfus Corporation (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes), including portfolio manager, President, Chief Operating Officer and a director. He ceased being an employee or director of The Dreyfus Corporation by the end of 1994. From July 1995 to November 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies. From 1986 to 2010, Mr. DiMartino served as a Director of the Muscular Dystrophy Association.
|
• |
Francine J. Bovich - Ms. Bovich currently also serves as a Trustee for The Bradley Trusts, private trust funds, and served as a Director of Annaly Capital Management, Inc. from 2014 to 2025. She is an Emeritus Trustee of Connecticut College, and served as a Trustee from 1986 to 1997. She currently serves as a member of the Investment Committee (formerly, the Investment Sub Committee) for Connecticut College's endowment fund and served as Chair of the Investment Sub Committee until June 2020. From April 1993 until September 2010, Ms. Bovich was a Managing Director at Morgan Stanley Investment Management, holding various positions including Co-Head of Global Tactical Asset Allocation Group, Operations Officer, and Head of the U.S. Institutional Equity Group. Prior to joining Morgan Stanley Investment Management, Ms. Bovich was Principal, Executive Vice President and Senior Portfolio Manager at Westwood Management Corporation, where she worked from 1986 until 1993. From 1980 to 1986, she worked at CitiCorp Investment Management, Inc. as Managing Director and Senior Portfolio Manager. From 1973 to 1980, Ms. Bovich was an Assistant Vice President and Equity Portfolio Manager at Bankers Trust Company. From 1991 to 2005, she served as U.S. Representative to the United Nations Investments Committee, advising a global portfolio of approximately $30 billion.
|
• |
Andrew J. (Buddy) Donohue - Mr. Donohue, who has worked as a solo law practitioner since 2019, has over 40 years of experience in the investment funds industry, in both senior government and private sector roles. Mr. Donohue served as Chief of Staff to the Chair of the SEC, from 2015 to 2017, and previously served as the Director of the SEC's Division of Investment Management, from 2006 to 2010, where he was effectively the most senior regulator for the U.S. investment funds industry. Mr. Donohue was Global General Counsel of Merrill Lynch Investment Managers, from 2003 to 2006, Executive Vice President and General Counsel of
|
• |
Bradley J. Skapyak - Mr. Skapyak has over 30 years of experience in the investment funds industry. From January 2010 through May 2019, Mr. Skapyak served as President of the funds in the BNY Family of Funds. From June 2009 through May 2019, Mr. Skapyak served as Chief Operating Officer and Director of The Dreyfus Corporation, where he was primarily responsible for the relationship between The Dreyfus Corporation and the BNY Mellon Family of Funds, served as management's representative at BNY Mellon Family of Funds' Board meetings and managed the mutual fund administration operations of The Dreyfus Corporation in connection with its role as administrator to the BNY Mellon Family of Funds. Mr. Skapyak also served, from August 2016 through May 2019, as Chief Executive Officer and Director of MBSC Securities Corporation; from May 2011 through May 2019, as Chairman and Director of Dreyfus Transfer, Inc.; and from April 2007 through May 2019, as Senior Vice President of The Bank of New York Mellon.
|
• |
Roslyn M. Watson - Ms. Watson has been a business entrepreneur in commercial and residential real estate for over 15 years. Ms. Watson currently serves as President and Founder of Watson Ventures, Inc., a real estate development investment firm, and her board memberships include American Express Bank, FSB (until 2018), The Hyams Foundation, Inc. (emeritus), Pathfinder International (until September 2022) and Simmons College. Previously, she held various positions in the public and private sectors, including General Manager for the Massachusetts Port Authority. She has received numerous awards, including the Woman of Achievement award from the Boston Big Sister Association and the Working Woman of the Year Award from Working Woman Magazine.
|
• |
Benaree Pratt Wiley - Ms. Wiley is a corporate director and trustee. For fifteen years, Ms. Wiley was the President and Chief Executive Officer of The Partnership, Inc., an organization that strengthened Greater Boston's capacity to attract, retain and develop talented professionals of color. Ms. Wiley currently serves on the Board of CBIZ (NYSE:CBZ). She has served as the Chair of PepsiCo's African American Advisory Board, and formerly served on the Board of First Albany (NASDAQ: FACT) and Blue Cross - Blue Shield of Massachusetts. Her civic activities include serving on the Boards of Dress for Success Boston, Partners Continuing Care and Spaulding Hospital, the Black Philanthropy Fund and Howard University where she served as Vice Chair until June 2021.
|
STATEMENT OF ADDITIONAL INFORMATION
|
[_________], 2025
|
Acquisition of the Assets of
|
BNY MELLON INTERNATIONAL CORE EQUITY FUND
|
144 Glenn Curtiss Boulevard
|
Uniondale, New York 11556-0144
|
1-800-373-9387
|
By and in Exchange for
Class A shares, Class C shares, Class I shares and Class Y Shares of |
BNY MELLON INTERNATIONAL EQUITY FUND
|
144 Glenn Curtiss Boulevard
|
Uniondale, New York 11556-0144
|
1-800-373-9387
|
|
1. |
The Acquiring Fund's Statement of Additional Information dated September 30, 2024, as revised or amended, December 31, 2024, January 31, 2025, February 28, 2025 and May 1, 2025, filed on April 30, 2025 (File No. 33-08214).
|
|
2. |
The Acquiring Fund's Form N-CSR for the fiscal year ended September 30, 2024, filed on November 29, 2024 (File No. 811-04813).
|
|
3. |
The Acquiring Fund's Form N-CSR for the six-month period ended March 31, 2025.
|
|
4. |
The Fund's Statement of Additional Information dated September 30, 2024, as amended or revised, December 31, 2024, January 31, 2025, March 31, 2025, May 1, 2025 and August 29, 2025, filed on August 28, 2025 (File No. 333-100610).
|
|
5. |
The Fund's Form N-CSR for the fiscal year ended September 30, 2024, filed on November 26, 2024 (File No. 811-21236).
|
|
6. |
The Fund's Form N-CSR for the six-month period ended March 31, 2025.
|
Item 15. |
Indemnification.
|
Item 16. |
Exhibits.
|
(1)(a) |
Amended and Restated Agreement and Declaration of Trust, dated October 27, 2011, is incorporated by reference to Exhibit (a)(1) of Post-Effective Amendment No. 153 to the Registration Statement on Form N-1A, filed on January 27, 2012.
|
(1)(b) |
Certificate of Designation, dated October 25, 2012, is incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 158 to the Registration Statement on Form N-1A, filed on January 28, 2013.
|
(1)(c) |
Certificate of Designation, dated May 8, 2013, (adding Class Y Shares) is incorporated by reference to Exhibit (a)(3) of Post-Effective Amendment No. 166 to the Registration Statement on Form N-1A, filed on December 31, 2013.
|
(1)(d) |
Certificate of Amendment, dated January 23, 2014, (name change) is incorporated by reference to Exhibit (a)(5) of Post-Effective Amendment No. 167 to the Registration Statement on Form N-1A, filed on January 28, 2014 ("Post-Effective Amendment No. 167").
|
(1)(e) |
Certificate of Designation, dated January 15, 2014, (adding Class Y Shares) is incorporated by reference to Exhibit (a)(4) of Post-Effective Amendment No. 167.
|
(1)(f) |
Certificate of Amendment, dated February 14, 2014, (name change) is incorporated by reference to Exhibit (a)(6) of Post-Effective Amendment No. 170 to the Registration Statement on Form N-1A, filed on February 21, 2014.
|
(1)(g) |
Certificate of Amendment, dated June 23, 2016, (adding Class C and Class Y Shares) is incorporated by reference to Exhibit (a)(7) of Post-Effective Amendment No. 185 to the Registration Statement on Form N-1A, filed on July 27, 2016.
|
(1)(h) |
Certificate of Amendment, dated July 27, 2017, (adding Class Z Shares) is incorporated by reference to Exhibit (a)(9) of Post-Effective Amendment No. 195 to the Registration Statement on Form N-1A, filed on August 31, 2017.
|
(1)(i) |
Amendment of Trust, dated June 3, 2019, (name change) is incorporated by reference to Exhibit (a)(9) of Post-Effective Amendment No. 207 to the Registration Statement on Form N-1A, filed on January 28, 2020 ("Post-Effective Amendment No. 207").
|
(2)(a) |
Amended and Restated By-Laws, dated July 1, 2011, is incorporated by reference to Exhibit (b)(1) of Post-Effective Amendment No. 152 to the Registration Statement on Form N-1A, filed on August 15, 2011.
|
(2)(b) |
Amended and Restated By-Laws made as of August 19, 2025.*
|
(3) |
Not applicable.
|
(4) |
Agreement and Plan of Reorganization is filed as Exhibit A to the Prospectus/Proxy Statement incorporated herewith.
|
(5) |
Reference is made to Exhibits (1) and (2) hereof.
|
(6)(a) |
Investment Advisory Agreement between the Registrant, on behalf of BNY Mellon Small/Mid Cap Growth Fund, and BNY Mellon Investment Adviser, Inc., dated December 1, 2008, as amended June 3, 2019, is incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 213 to the Registration Statement on Form N-1A, filed on January 27, 2022 ("Post-Effective Amendment No. 213").
|
(6)(b) |
Investment Advisory Agreement between the Registrant, on behalf of BNY Mellon Small Cap Growth Fund, and BNY Mellon Investment Adviser, Inc., dated December 1, 2008, as amended September 1, 2021, is incorporated by reference to Exhibit (d)(4) of Post-Effective Amendment No. 213.
|
(6)(c) |
Investment Advisory Agreement between the Registrant, on behalf of BNY Mellon Global Fixed Income Fund, and BNY Mellon Investment Adviser, Inc., dated December 1, 2008, as amended June 3, 2019, is incorporated by reference to Exhibit (d)(6) of Post-Effective Amendment No. 213.
|
(6)(d) |
Investment Advisory Agreement between the Registrant, on behalf of BNY Mellon Small Cap Value Fund, and BNY Mellon Investment Adviser, Inc., dated December 1, 2008, as amended September 1, 2021, is incorporated by reference to Exhibit (d)(5) of Post-Effective Amendment No. 213.
|
(6)(e) |
Management Agreement between the Registrant, on behalf of BNY Mellon International Equity Fund, and BNY Mellon Investment Adviser, Inc., dated December 1, 2008, as amended June 1, 2019, is incorporated by reference to Exhibit (d)(7) of Post-Effective Amendment No. 207.
|
(6)(f) |
Sub-Investment Advisory Agreement between BNY Mellon Investment Adviser, Inc. and Newton Investment Management North America, LLC relating to BNY Mellon Small/Mid Cap Growth Fund, dated September 1, 2021, is incorporated by reference to Exhibit (d)(8) of Post-Effective Amendment No. 213.
|
(6)(g) |
Sub-Investment Advisory Agreement between BNY Mellon Investment Adviser, Inc. and Insight North America LLC relating to BNY Mellon Global Fixed Income Fund, dated September 1, 2021, is incorporated by reference to Exhibit (d)(10) of Post-Effective Amendment No. 213.
|
(6)(h) |
Sub-Investment Advisory Agreement between BNY Mellon Investment Adviser, Inc. and Newton Investment Management Limited relating to BNY Mellon International Equity Fund, dated December 31, 2019, is incorporated by reference to Exhibit (d)(11) of Post-Effective Amendment No. 207.
|
(6)(i) |
Sub-Investment Advisory Agreement between BNY Mellon Investment Adviser, Inc. and Newton Investment Management North America, LLC relating to BNY Mellon Small Cap Growth Fund and BNY Mellon Small Cap Value Fund, dated September 1, 2021, is incorporated by reference to Exhibit (d)(12) of Post-Effective Amendment No. 213.
|
(6)(j) |
Sub-Sub-Investment Advisory Agreement between Newton Investment Management Limited and Newton Investment Management North America, LLC, relating to BNY Mellon International Equity Fund, dated March 31, 2023, revised as of June 30, 2023, is incorporated by reference to Exhibit (d)(10) of Post-Effective Amendment No. 217 to the Registration Statement on Form N-1A, filed on January 26, 2024 ("Post-Effective Amendment No. 217").
|
(6)(k) |
Sub-Sub-Investment Advisory Agreement between Newton Investment Management North America, LLC and Newton Investment Management Limited, relating to BNY Mellon Small Cap Growth Fund, BNY Mellon Small Cap Value Fund and BNY Mellon Small/Mid Cap Growth Fund, dated March 31, 2023, revised as of July 25, 2023, is incorporated by reference to Exhibit (d)(11) of Post-Effective Amendment No. 217.
|
(6)(l) |
Letter Agreement between BNY Mellon Investment Adviser, Inc. and Newton Investment Management Limited, relating to BNY Mellon International Equity Fund, dated March 31, 2023, is incorporated by reference to Exhibit (d)(12) of Post-Effective Amendment No. 217.
|
(6)(m) |
Letter Agreement between BNY Mellon Investment Adviser, Inc. and Newton Investment Management North America, LLC, relating to BNY Mellon Small Cap Growth Fund, BNY Mellon Small Cap Value Fund and BNY Mellon Small/Mid Cap Growth Fund, dated March 31, 2023, revised as of July 25, 2023, is incorporated by reference to Exhibit (d)(13) of Post-Effective Amendment No. 217.
|
(6)(n) |
Expense Limitation Agreement (relating to BNY Mellon International Equity Fund) between the Registrant and BNY Mellon Investment Adviser, Inc., dated September 2, 2025.*
|
(6)(o) |
Expense Limitation Agreement (relating to BNY Mellon International Equity Fund) between the Registrant and BNY Mellon Investment Adviser, Inc., dated January 8, 2025, is incorporated by reference to Exhibit (d)(14) of Post-Effective Amendment No. 219.
|
(6)(p) |
Expense Limitation Agreement (relating to BNY Mellon Small Cap Growth Fund) between the Registrant and BNY Mellon Investment Adviser, Inc., dated January 8, 2025, is incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 219.
|
(6)(q) |
Fee Waiver Agreement (relating to BNY Mellon Small Cap Value Fund) between the Registrant and BNY Mellon Investment Adviser, Inc., dated January 8, 2025, is incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 219.
|
(6)(r) |
Fee Waiver Agreement (relating to BNY Mellon Small/Mid Cap Growth Fund) between the Registrant and BNY Mellon Investment Adviser, Inc., dated January 8, 2025, is incorporated by reference to Exhibit (d)(17) of Post-Effective Amendment No. 219.
|
(7)(a) |
Amended and Restated Distribution Agreement between the Registrant and BNY Mellon Securities Corporation, dated June 3, 2019, is incorporated by reference to Exhibit (e)(1) of Post-Effective Amendment No. 207.
|
(7)(b) |
Form of Broker-Dealer Selling Agreement is incorporated by reference to Exhibit (e)(2) of Post-Effective Amendment No. 207.
|
(7)(c) |
Form of Service Agreement is incorporated by reference to Exhibit (e)(3) of Post-Effective Amendment No. 214 to the Registration Statement on Form N-1A, filed on April 27, 2022 ("Post-Effective Amendment No. 214").
|
(7)(d) |
Form of Bank Selling Agreement is incorporated by reference to Exhibit (e)(4) of Post-Effective Amendment No. 207.
|
(8) |
Not applicable.
|
(9)(a) |
Custody Agreement between the Registrant and The Bank of New York Mellon, dated January 1, 2011 (effective as of May 1, 2011) is incorporated by reference to Exhibit (g) of Post-Effective Amendment No. 149 to the Registration Statement on Form N-1A, filed on April 28, 2011.
|
(9)(b) |
Amendment to Custody Agreement made as of October 1, 2013, is incorporated by reference to Exhibit (g)(2) of Post-Effective Amendment No. 167.
|
(9)(c) |
Second Amendment to Custody Agreement made as of December 22, 2016, is incorporated by reference to Exhibit (g)(3) of Post-Effective Amendment No. 187 to the Registration Statement on Form N-1A, filed on January 27, 2017.
|
(9)(d) |
Third Amendment to Custody Agreement made as of April 1, 2023, is incorporated by reference to Exhibit (g)(4) of Post-Effective Amendment No. 216 to the Registration Statement on Form N-1A, filed on April 27, 2023.
|
(10)(a) |
Distribution Plan, dated December 20, 2007, and amended June 3, 2019 (relating to BNY Mellon Small Cap Value Fund, BNY Mellon Small/Mid Cap Growth Fund, BNY Mellon International Equity Fund and BNY Mellon Global Fixed Income Fund) is incorporated by reference to Exhibit (m)(1) of Post-Effective Amendment No. 207.
|
(10)(b) |
Service Plan (Rule 12b-1 Plan), dated July 27, 2017, as revised June 3, 2019 (relating to Class Z Shares of BNY Mellon Small/Mid Cap Growth Fund) is incorporated by reference to Exhibit (m)(2) of Post-Effective Amendment No. 207.
|
(10)(c) |
Rule 18f-3 Plan, amended January 2, 2024, revised as of November 29, 2024, is incorporated by reference to Exhibit (n)(1) of Post-Effective Amendment No. 219.
|
(11) |
Opinion and consent of Massachusetts counsel.*
|
(12) |
Form of opinion and consent of counsel regarding tax matters.*
|
(13) |
Not applicable.
|
(14)(a) |
Consent of KPMG LLP, the independent registered public accounting firm of the Registrant.*
|
(14)(b) |
Consent of Ernst & Young LLP, the independent registered public accounting firm of BNY Mellon Stock Funds.*
|
(15) |
Not applicable.
|
(16) |
Power of Attorney.*
|
(17)(a) |
Amended and Restated Transfer Agency Agreement between the Registrant and BNY Mellon Transfer, Inc., dated January 1, 2025, is incorporated by reference to Exhibit (h)(1) of Post-Effective Amendment No. 220 to the Registration Statement on Form N-1A, filed on April 25, 2025.
|
(17)(b) |
Fund Accounting and Administrative Services Agreement between the Registrant and BNY Mellon Investment Adviser, Inc., dated May 1, 2011, as amended June 3, 2019 (relating to BNY Mellon Small Cap Growth Fund, BNY Mellon Small Cap Value Fund, BNY Mellon Small/Mid Cap Growth Fund and BNY Mellon Global Fixed Income Fund) is incorporated by reference to Exhibit (h)(2) of Post-Effective Amendment No. 207.
|
(17)(c) |
Shareholder Services Plan, dated December 20, 2007, as revised June 3, 2019 (relating to BNY Mellon Small Cap Value Fund, BNY Mellon Small/Mid Cap Growth Fund, BNY Mellon International Equity Fund and BNY Mellon Global Fixed Income Fund) is incorporated by reference to Exhibit (h)(3) of Post-Effective Amendment No. 207.
|
(17)(d) |
Fund of Funds Investment Agreement between the Registrant, on behalf of BNY Mellon Global Fixed Income Fund and BNY Mellon Small/Mid Cap Growth Fund, and Northern Lights Fund Trust, on behalf of PFG BNY Mellon Diversifier Strategy Fund, dated December 15, 2021, effective January 19, 2022, is incorporated by reference to Exhibit (h)(4) of Post-Effective Amendment No. 214.
|
(17)(e) |
Revised Code of Ethics adopted by the Registrant, BNY Mellon Investment Adviser, Inc., Newton Investment Management North America, LLC, Newton Investment Management Limited and Insight North America LLC, which became effective March 31, 2021, is incorporated by reference to Exhibit (p)(1) of Post-Effective Amendment No. 213.
|
(17)(f) |
Code of Ethics for the Non-management Board Members of The BNY Mellon Family of Funds and BNY Mellon Funds Trust is incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 207.
|
Item 17. |
Undertakings.
|
(1) |
The undersigned Registrant agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
|
(2) |
The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
|
(3) |
The undersigned Registrant agrees to file, by post-effective amendment, an opinion of counsel supporting the tax consequences of the Reorganization within a reasonably prompt time after receipt of such opinion.
|
(4) |
Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
BNY MELLON INVESTMENT FUNDS I
|
||
By:
|
/s/ Sarah S. Kelleher
|
|
Sarah S. Kelleher, Vice President
|
Signatures
|
Title
|
Date
|
||
/s/ David DiPetrillo*
David DiPetrillo
|
President (Principal Executive Officer)
|
09/02/2025
|
||
/s/ James Windels*
James Windels
|
Treasurer (Principal Financial and Accounting Officer)
|
09/02/2025
|
||
/s/ Joseph S. DiMartino*
Joseph S. DiMartino
|
Chairman of the Board
|
09/02/2025
|
||
/s/ Francine J. Bovich*
Francine J. Bovich
|
Board Member
|
09/02/2025
|
||
/s/ Andrew J. Donohue*
Andrew J. Donohue
|
Board Member
|
09/02/2025
|
||
/s/ Bradley J. Skapyak*
Bradley J. Skapyak
|
Board Member
|
09/02/2025
|
||
/s/ Roslyn M. Watson*
Roslyn M. Watson
|
Board Member
|
09/02/2025
|
||
/s/ Benaree Pratt Wiley*
Benaree Pratt Wiley
|
Board Member
|
09/02/2025
|
*BY:
|
/s/ Sarah S. Kelleher
|
Sarah S. Kelleher
|
|
Attorney-in-Fact
|
(2)(b) |
Amended and Restated By-Laws made as of August 19, 2025.
|
(4) |
Agreement and Plan of Reorganization is filed as Exhibit A to the Prospectus/Proxy Statement.
|
(6)(n) |
Expense Limitation Agreement (relating to BNY Mellon International Equity Fund) between the Registrant and BNY Mellon Investment Adviser, Inc., dated September 2, 2025.
|
(11) |
Opinion and consent of Massachusetts counsel.
|
(12) |
Form of opinion and consent of counsel regarding tax matters.
|
(14)(a) |
Consent of KPMG LLP, the independent registered public accounting firm of the Registrant.
|
(14)(b) |
Consent of Ernst & Young LLP, the independent registered public accounting firm of BNY Mellon Stock Funds.
|
(16) |
Power of Attorney.
|