Introduction
BNY Mellon Securities Corporation (“BNYMSC,” “Firm,” “We,” “Our” or “Us”) is registered
with the SEC as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers
Act”) and as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”); is a
member of the Financial Industry Regulatory Authority (FINRA); and is registered with the
National Futures Association (NFA) as an introducing broker. BNYMSC is a corporation
organized under the laws of the State of New York. BNYMSC is a wholly owned subsidiary of
BNY Mellon Investment Adviser, Inc. (“BNY Mellon Investment Adviser”) and an indirect
subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”). BNYMSC has been
providing investment advisory services to individuals and institutions since 2001.
We provide investment advisory services to wrap programs sponsored by non-affiliated banks,
broker-dealers and other financial intermediaries (“Program Sponsors”) by: (i) sub-advising
separate account portfolios (“Traditional Wrap Program(s)”); (ii) providing model portfolios
(“Model Delivery Program(s)”); or (iii) directly advising on investors’ separate account portfolios
(“Dual-Contract Program(s)”). In Traditional Wrap Programs and Dual-Contract Programs,
BNYMSC executes discretionary securities transactions in an account in the name of the wrap
program client (“Wrap Client(s)”), subject to any investment restrictions specified by the Wrap
Client. With respect to Model Delivery Programs, BNYMSC provides model portfolios to the
Program Sponsor, who then executes securities transactions on behalf of the Wrap Clients.
Investment advisory services are provided to Model Delivery Programs on a non-discretionary
basis. We do not have discretionary investment authority with respect to any Wrap Client accounts
in Model Delivery Programs (although we may, depending upon our contractual arrangement with
the Program Sponsor, be granted authority over proxy voting, regulatory reporting or similar non-
investment functions). For purposes of this Brochure, we will collectively refer to Traditional
Wrap Programs, Model Delivery Programs and Dual Contract Programs as “Wrap Programs.”
BNYMSC provides portfolio management services to Traditional Wrap Program and Model
Delivery Program Wrap Clients pursuant to an agreement with the Program Sponsor and, with
respect to Dual-Contract Programs, pursuant to an investment advisory agreement with the Wrap
Client.
In connection with these Wrap Programs, BNYMSC may engage affiliated or non-affiliated
investment managers (each a “Delegated Manager”) to perform certain investment advisory
services on BNYMSC’s behalf, including providing investment recommendations to BNYMSC
based on a particular investment strategy (the “Strategy(ies)”). The Delegated Manager is
responsible for monitoring, evaluating and adjusting the investment recommendations based on
the Delegated Manager’s investment research, experience and judgment. Currently, BNY Mellon
Advisors, Inc. (“BNYM Advisors”), Newton Investment Management North America LLC
(“NIMNA”), Newton Investment Management Limited (“NIM”) and Walter Scott & Partners
Limited (“Walter Scott”), all of which are affiliated investment managers, serve as Delegated
Managers to BNYMSC.
We, BNYM Advisors, NIMNA, NIM and Walter Scott are registered investment advisers and
BNY Mellon Investment Management firms. BNY Mellon Investment Management is one of the
world’s leading investment management organizations and one of the top U.S. wealth managers,
encompassing BNY Mellon’s affiliated investment management and global distribution firms.
BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation.
BNYMSC may also give advice to a municipal entity or obligated person regarding the investment
of proceeds of a municipal security, and this will be done in our investment adviser capacity.
Please see Item 7 of this Brochure for more information on these types of clients.
As described in more detail below, we also offer advisory services not described in this Brochure,
in particular as the sponsor of a wrap fee investment program (the BNY Mellon Managed Asset
Program). If you would like more information, please consult our Form ADV Part 2A, Appendix
1 – Wrap Fee Program Brochure, which is available a
t www.adviserinfo.sec.gov.
Third-Party Wrap Programs
Traditional Wrap Programs
In a Traditional Wrap Program, a Wrap Client enters into an advisory agreement with the Program
Sponsor and the Program Sponsor enters into a sub-advisory agreement with BNYMSC. Under a
Traditional Wrap Program, BNYMSC is retained by the Program Sponsor, and Wrap Clients select
BNYMSC from among the investment advisers that the Program Sponsor presents to them. Upon
accepting management of a Wrap Client’s account (“Wrap Account”), BNYMSC provides
investment advisory services to the Wrap Account in accordance with the investment guidelines
applicable to the investment strategy selected by the Wrap Client; the investment guidelines, if
any, specified by the Program Sponsor with respect to the applicable Wrap Program; and the
investment restrictions, if any, specified by the Wrap Client.
In connection with Traditional Wrap Programs, BNYMSC may perform some or all of the
following services:
- providing investment advisory services for Wrap Accounts;
- facilitating trading for Wrap Accounts with Program Sponsors and other broker-dealers;
- managing Wrap Accounts and implementing the Delegated Manager’s investment strategy
recommendations;
- monitoring the Delegated Manager’s strategy guidelines, the Program Sponsor’s Wrap
Program guidelines and the Wrap Clients’ investment guidelines;
- participating in consultations with financial advisors of the Program Sponsors regarding
administration of Wrap Accounts;
- undertaking secondary suitability reviews;
- facilitating the instructing of corporate actions;
- conducting proxy voting on a Wrap Client’s behalf, if so directed; and
- filing certain regulatory reports.
Portfolio transactions for Wrap Clients of Traditional Wrap Programs are generally directed by
BNYMSC to the Program Sponsor for execution but may also, in certain circumstances, be
directed to a non-sponsoring
broker-dealer in an effort to seek best execution. Please see Item 12
of this Brochure for more information about the selection of broker-dealers when executing
securities trades on behalf of Wrap Clients.
Model Delivery Programs
In Model Delivery Programs, BNYMSC is retained by the Wrap Program Sponsor to provide non-
discretionary portfolio recommendations, which take the form of a portfolio model related to a
particular strategy and not tailored to any specific Wrap Client. The Program Sponsor retains full
discretion to accept, modify or reject such recommendations and the Program Sponsor (or a third
party retained by the Program Sponsor to perform services for the Wrap Program, such as an
overlay manager) is generally responsible for implementing the ultimate investment decisions.
BNYMSC does not know the identity of, or any other pertinent information about, the Wrap
Clients for whom the Program Sponsor has elected to use BNYMSC’s portfolio model. Unlike
Traditional Wrap Programs or Dual-Contract Programs, BNYMSC does not have discretionary
investment authority with respect to any Wrap Client accounts in Model Delivery Programs.
In connection with Model Delivery Programs, BNYMSC may perform some or all of the following
services:
- facilitating model delivery to the Program Sponsor;
- facilitating the instructing of corporate actions;
- conducting proxy voting on a Wrap Client’s behalf, if so directed; and
- filing certain regulatory reports.
Dual-Contract Programs
In Dual-Contract Programs, a Wrap Client enters into an investment advisory agreement directly
with BNYMSC and a separate agreement with the Program Sponsor. Upon accepting management
of a Wrap Account, BNYMSC directly advises and manages the Wrap Account in accordance with
the investment guidelines applicable to the investment strategy selected by the Wrap Client; the
investment guidelines, if any, specified by the Program Sponsor with respect to the applicable
Wrap Program; and the investment restrictions, if any, specified by the Wrap Client. As of the
date of this Brochure, we do not advise any Dual-Contract Program Wrap Accounts but do offer
discretionary investment advisory services to Wrap Programs that accept Dual-Contract Program
Wrap Clients.
In connection with Dual-Contract Programs, BNYMSC may perform some or all of the following
services:
- providing investment advisory services for Wrap Accounts;
- undertaking suitability and Know Your Customer reviews;
- facilitating trading with Program Sponsors (where available) and other broker-dealers;
- managing Wrap Accounts and implementing the Delegated Manager’s investment strategy
recommendations;
- monitoring the Delegated Manager’s strategy guidelines, the Program Sponsor’s Wrap
Program guidelines and the Wrap Clients’ investment guidelines;
- participating in consultations with financial advisors of the Program Sponsors regarding
administration of Wrap Accounts;
- facilitating the instructing of corporate actions;
- facilitating billing of Wrap Accounts;
- conducting proxy voting on a Wrap Client’s behalf, if so directed; and
- filing certain regulatory reports.
Portfolio transactions for Wrap Clients of Dual-Contract Programs are generally directed by
BNYMSC to the Program Sponsor for execution (where available) but may also, in certain
circumstances, be directed to a non-sponsoring broker-dealer in an effort to seek best execution.
Please see Item 12 of this Brochure for more information about the selection of broker-dealers
when executing securities trades on behalf of Wrap Clients.
BNYMSC has the right, at its discretion, to decline to provide investment advisory services, on a
case-by-case basis, to new Wrap Clients of Program Sponsors.
In addition to providing investment advisory and related services for Wrap Programs, BNYMSC
may be retained by affiliated and non-affiliated investment managers to provide administrative and
support services (“Administrative Services”) in connection with the investment advisory services
that such managers have agreed to perform for wrap accounts of financial services firms who
sponsor wrap fee investment programs.
Wrap Clients of these Wrap Programs should also review the Brochures of the Delegated
Manager and Program Sponsor, which will contain additional information about each of those
firm’s investment advisory services.
Other Accounts
BNYMSC’s Role as a Program Sponsor to a Wrap Fee Investment Program: BNY Mellon
Managed Asset Program
BNYMSC also offers a proprietary wrap fee investment program, the BNY Mellon Managed Asset
Program (“BNYM MAP”), for which BNYMSC serves as the program sponsor. BNYM MAP
clients may invest in (i) mutual funds sponsored or managed by our affiliates (“BNY Mellon
Mutual Funds”) or a combination of BNY Mellon Mutual Funds and selected mutual funds from
third party mutual fund families, (ii) equity investment strategies through one or more separately
managed accounts managed by professional investment advisory firms, including BNYMSC, (iii)
municipal bonds through a separately managed account managed by an affiliate, Insight North
America LLC, or (iv) a combination of these products. For more detail with respect to BNYM
MAP, please refer to BNYMSC’s Form ADV Part 2A, Appendix 1 - Wrap Fee Program Brochure,
available a
t www.adviserinfo.sec.gov.
Assets Under Management
As of December 31, 2023, we managed $6.124 billion for clients, of which $697.4million was on
a discretionary basis and $5.427 billion was on a non-discretionary basis.
Class Actions; Litigation: It is our policy that we do not advise, initiate or take any other action
on behalf of clients relating to securities held in the client’s account managed by us in any legal
proceeding (including, without limitation, class actions, class action settlements and bankruptcies).
We do not file proofs of claims relating to securities held in your account and do not notify you or
your custodian of class action settlements or bankruptcies relating in any way to such account.
Typically, custodians submit filings in connection with class action settlements and may also
handle bankruptcy filings. You should consult with your custodian and other service providers to
ensure such coverage.