N-CSR 1 lp1085.htm ANNUAL REPORT lp1085.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

811-03940 

 

 

 

Strategic Funds, Inc.

 

 

(Exact name of Registrant as specified in charter)

 

 

 

 

 

 

c/o The Dreyfus Corporation

200 Park Avenue

New York, New York  10166

 

 

(Address of principal executive offices)        (Zip code)

 

 

 

 

 

Bennett A. MacDougall, Esq.

200 Park Avenue

New York, New York  10166

 

 

(Name and address of agent for service)

 

 

Registrant's telephone number, including area code: 

(212) 922-6000

 

 

Date of fiscal year end:

 

11/30

 

Date of reporting period:

11/30/15

 

             

 

 

The following N-CSR relates only to the Registrant’s series listed below and does not affect the other series of the Registrant, which have different fiscal year ends and, therefore, different N-CSR reporting requirements.  Separate N-CSR Forms will be filed for these series, as appropriate.

 

Dreyfus MLP Fund

Dreyfus Select Managers Small Cap Value Fund

Dreyfus U.S. Equity Fund

Global Stock Fund

International Stock Fund


 

FORM N-CSR

Item 1.                         Reports to Stockholders.


 

Dreyfus MLP Fund

     

 

ANNUAL REPORT
November 30, 2015

   
 

 

 

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

 

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

 

Contents

THE FUND

FOR MORE INFORMATION

 

Back Cover

 

       
 


Dreyfus MLP Fund

 

The Fund

A LETTER FROM THE PRESIDENT

Dear Shareholder:

We are pleased to present this annual report for Dreyfus MLP Fund, covering the period from the commencement of operations on April 30, 2015, through November 30, 2015. 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.

Financial markets proved volatile over the reporting period amid choppy U.S. and global economic growth. Employment and housing market gains helped U.S. stocks advance over the reporting period’s first half, driving some broad measures of market performance to new record highs in the spring. Although those gains were erased over the summer when global economic instability undermined investor sentiment, a renewed rally in the fall enabled most stock indices to end the reporting period in mildly positive territory. In contrast, international stocks mostly provided negative results, but developed markets fared better than emerging markets amid falling commodity prices and depreciating currency values. U.S. bonds produced modestly positive total returns overall, with municipal bonds achieving higher returns, on average, than U.S. government securities and corporate-backed bonds.

We expect market volatility to persist over the near term until investors see greater clarity regarding domestic and global economic conditions. Our investment strategists and portfolio managers are monitoring developments carefully, keeping a close watch on credit spreads, currency values, commodity prices, corporate profits, economic trends in the emerging markets, and other developments that could influence investor sentiment. Over the longer term, we remain confident that markets are likely to benefit as investors increasingly recognize that inflation is likely to stay low, economic growth expectations are stabilizing, and monetary policies remain accommodative in most regions of the world. In our view, investors will continue to be well served under these circumstances by a long-term perspective and a disciplined investment approach.

Thank you for your continued confidence and support.

Sincerely,

J. Charles Cardona
President
The Dreyfus Corporation

December 17, 2015

2

 

DISCUSSION OF FUND PERFORMANCE

For the period of April 30, 2015, through November 30, 2015, as provided by Robert A. Nicholson and Zev D. Nijensohn, Portfolio Managers

Fund and Market Performance Overview

For the period between the fund’s inception on April 30, 2015, and the end of its fiscal year on November 30, 2015, Dreyfus MLP Fund’s Class A shares produced a total return of -32.66%, Class C shares returned -32.98%, Class I shares returned -32.58%, and Class Y shares returned -32.58%.1 In comparison, the fund’s benchmark, the Alerian MLP Index (“the Index”) produced a total return of -30.53% for the same period.2

The reporting period proved highly challenging for securities across the energy complex as significant declines in commodity prices, coupled with increased currency and rate volatility, triggered widespread risk aversion. Midstream companies, including master limited partnerships, correlated strongly with the rest of the sector.

The Fund’s Investment Approach

The fund seeks total return consisting of capital appreciation and income. To pursue it goal, the fund invests in master limited partnerships (“MLPs”), that own and operate assets that are used in the energy sector, including assets used in gathering, processing, storing, and transporting oil and gas, refined products, coal, electricity or alternative fuels, or that provide energy-related equipment or services. The fund intends to concentrate its investments, under normal circumstances, in the energy sector, primarily investing in “midstream” energy infrastructure MLPs. The fund typically maintains a concentrated portfolio of 15 to 20 positions. The fund may utilize leverage through borrowings, short sales, or derivative instruments.

We employ a bottom-up fundamental and event driven process to select MLP investments, in which we evaluate both fundamental drivers and financial structure drivers to identify catalysts that can impact cash flow growth and valuation throughout the MLP lifecycle.

Falling Commodity Prices Sparked Market Turmoil

The reporting period began following a sharp decline in prices of oil, natural gas, and natural gas liquids. Prices remained relatively stable through mid-June but resumed their downward spiral as global supply continued to outpace demand. Volatility accelerated in August against the backdrop of a debt crisis in Greece, poor Chinese economic data, U.S. dollar strength and fears of rate hikes from the Federal Reserve Board. This culminated in a disruption in capital markets access for the MLP sector.

In this tumultuous climate, the energy infrastructure MLPs in which the fund invests lost considerable value. Selling pressure among investors was broad-based, punishing a wide range of MLPs without regard to their underlying business fundamentals. While commodity prices clearly have altered the industry’s growth profile, the valuation loss has not been commensurate with the cash flow stability and asset quality of the majority of companies.

Widespread Industry Weakness Undermined Fund Results

Few energy infrastructure MLPs were spared from losses in the precipitously declining market environment. The fund held outsized exposure to growth-oriented MLPs and

3

 

DISCUSSION OF FUND PERFORMANCE (continued)

General Partners, which, although harboring relatively limited direct commodity exposure, were affected more directly by selling pressure. The significant losses suffered by the fund in Kinder Morgan and Tallgrass Energy GP fall in that category, as both have large inventories of projects (and dropdowns) that historically have been externally financed.

The fund benefited modestly from its exposure to NiSource, which announced a spin-off of its gas pipeline division and benefited from a flight-to-safety due to its regulated utility business model.

The fund maintained several short positions over the reporting period, primarily for hedging purposes.

Maintaining a Disciplined Approach

As noted, we have seen a material shift in near-term fundamentals and sentiment across the energy infrastructure sector. The ensuing selloff has been almost unprecedented in its breadth and severity, rivalling what we witnessed in the depths of the financial crisis. Despite recent liquidity-driven market declines, we remain encouraged by the underlying fundamentals of energy infrastructure MLPs in general and the fund’s holdings in particular. Our research shows that the hard assets contained in the fund’s holdings provide mission-critical services that are difficult for energy providers to replace, predominantly earn fee-based revenues through long-term contracts, and provide solid returns on invested capital.

Every cyclical downturn has its own unique characteristics, but it is worth pointing out that in its almost 20-year trading history, the Index has declined more than 10% in only three calendar years: 1999, 2002, and 2008. We firmly believe this downturn has sharply overshot, creating potentially attractive medium- to long-term investment opportunities for disciplined investors.

We have reacted to the current environment by eliminating or trimming positions with difficult-to-qualify near-term assumptions, especially related to capital access, and we have shifted more capital toward large, investment-grade, midstream MLPs with high yields and limited commodity sensitivity, which we believe provide cheap optionality to a recovery in oil prices. Finally, we have maintained a sizeable cash balance, which we believe will provide us with flexibility to respond to market dislocations.

December 17, 2015

Master Limited Partnership (MLP) investments involve risks that differ from investments in common stock, including risks related to limited control and limited rights to vote on matters affecting the MLP, risks related to potential conflicts of interest between the MLP and the MLP’s general partner, cash flow risks, dilution risks and risks related to the general partner’s right to require unit-holders to sell their common units at an undesirable time or price. Under normal circumstances, the fund concentrates its investments in the energy sector, focusing on energy infrastructure MLPs, and may, therefore, be more susceptible to the risks affecting such sector and MLPs. In addition, the fund’s performance may be more vulnerable to changes in the market value than more broadly diversified funds.

Equity funds 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.

Because the fund’s investments are concentrated in the energy and related sectors, the value of its shares will be affected by factors particular to those sectors and may fluctuate more widely than that of a fund which invests in a broad range of industries. The market value of these securities may be affected by numerous factors, including events occurring in nature, inflationary pressures, and domestic and international politics. Interest rates, commodity prices, economic, tax, energy developments, and government regulations may affect supply and demand dynamics and the share prices of companies in the sector.

Securities of companies within specific energy sectors can perform differently from the overall market. This may be due to changes in such things as the regulatory or competitive environment or to changes in investor perceptions regarding a sector. Because the fund may

4

 

allocate relatively more assets to certain energy sectors than others, the fund’s performance may be more sensitive to developments, which affect those sectors emphasized by the fund.

Small and midsize companies carry additional risks because their earnings and revenues tend to be less predictable, and their share prices more volatile than those of larger, more established companies.

MLP tax risk will depend on the MLPs being treated as partnerships for U.S. federal income tax purposes. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner is allocated a share of the partnership’s income, gains, losses, deductions and expenses. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax (as well as state and local income taxes) on its taxable income.

1 Total return includes reinvestment of dividends and any capital gains paid, and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, 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. Return figures provided reflect the absorption of certain fund expenses by The Dreyfus Corporation pursuant to an undertaking in effect through May 1, 2016, at which time it may be extended, terminated, or modified. Had these expenses not been absorbed, the fund’s returns would have been lower.

2 Lipper Inc. — Reflects reinvestment of dividends and, where applicable, capital gain distributions. The Alerian MLP Index is a float-adjusted, market capitalization weighted composite of 50 energy MLPs representing approximately 75% of the available market capitalization, with a median market capitalization of approximately $3.2 billion as of December 31, 2015. Investors cannot invest directly in any index.

5

 

FUND PERFORMANCE

Comparison of change in value of $10,000 investment in Dreyfus MLP Fund Class A shares, Class C shares, Class I shares and Class Y shares, and the Alerian Dreyfus MLP Index

 Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a $10,000 investment made in each of the Class A, Class C, Class I and Class Y shares of Dreyfus MLP Fund on 4/30/15 (inception date) to a $10,000 investment made in the Alerian MLP Index (the “Index”) on that date. All dividends and capital gain distributions are reinvested.

The fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in master limited partnership (MLP) investments. MLPs in which the fund normally invests own and operate assets that are used in the energy sector, including assets used in exploring, developing, producing, generating, transporting, transmitting, terminalling, storing, gathering, processing, refining, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, refined products, coal, electricity or alternative fuels, or that provide energy-related equipment or services. The Index is a float-adjusted, market capitalization weighted composite of 50 energy MLPs representing approximately 75% of the available market capitalization. The Index reflects the reinvestment of dividends and other distributions. These factors can contribute to the Index potentially outperforming or underperforming the fund. 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

 

           

Aggregate Total Returns as of 11/30/15

   

Inception
Date

 

From
Inception

 

Class A shares

       

with maximum sales charge (5.75%)

 

4/30/15

 

-36.52%

 

without sales charge

 

4/30/15

 

-32.66%

 

Class C shares

       

with applicable redemption charge

 

4/30/15

 

-33.64%

 

without redemption

 

4/30/15

 

-32.98%

 

Class I shares

 

4/30/15

 

-32.58%

 

Class Y shares

 

4/30/15

 

-32.58%

 

Alerian MLP Index

 

4/30/15

 

-30.53%

 

Past performance is not predictive of future performance. 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. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.

 The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.

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 Dreyfus MLP Fund from June 1, 2015 to November 30, 2015. 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

   

assuming actual returns for the six months ended November 30, 2015

               

 

 

 

 

Class A

Class C

Class I

Class Y

Expenses paid per $1,000

 

$ 8.52

 

$ 11.54

 

$ 7.43

 

$ 7.39

Ending value (after expenses)

 

$ 682.70

 

$ 680.00

 

$ 683.50

 

$ 683.50

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 November 30, 2015

               

 

 

 

 

Class A

Class C

Class I

Class Y

Expenses paid per $1,000

 

$ 10.20

 

$ 13.82

 

$ 8.90

 

$ 8.85

Ending value (after expenses)

 

$ 1,014.94

 

$ 1,011.33

 

$ 1,016.24

 

$ 1,016.29

 Expenses are equal to the fund’s annualized expense ratio of 2.02% for Class A, 2.74% for Class C, 1.76% for Class I and 1.75% for Class Y, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

8

 

STATEMENT OF INVESTMENTS
November 30, 2015

           
 

Common Stocks - 13.6%

 

Shares

 

Value ($)

 

Energy - 7.2%

         

Kinder Morgan

 

45,474

 

1,071,822

 

Plains GP Holdings, Cl. A

 

30,984

 

379,864

 
       

1,451,686

 

Real Estate - 5.0%

         

InfraREIT

 

50,026

a

1,009,024

 

Utilities - 1.4%

         

NiSource

 

14,333

 

275,050

 

Total Common Stocks (cost $4,451,999)

     

2,735,760

 

Master Limited Partnerships - 73.5%

         

Energy - 70.0%

         

Buckeye Partners LP

 

18,764

b

1,270,135

 

Cheniere Energy Partners LP

 

54,135

b

1,391,270

 

Cone Midstream Partners LP

 

95,625

b

1,079,606

 

Energy Transfer Equity LP

 

35,466

b

671,726

 

Energy Transfer Partners LP

 

23,291

 

889,949

 

EnLink Midstream Partners LP

 

47,306

 

705,806

 

Enterprise Products Partners LP

 

77,308

 

1,962,850

 

MPLX LP

 

33,281

 

1,429,086

 

NuStar Energy LP

 

9,063

 

362,701

 

Nustar GP Holdings LLC

 

30,153

 

749,604

 

Southcross Energy Partners LP

 

55,090

 

253,414

 

Tallgrass Energy GP LP

 

72,606

 

1,594,428

 

Valero Energy Partners LP

 

24,227

 

1,122,437

 

Western Gas Equity Partners LP

 

13,432

b

560,383

 

Western Gas Partners LP

 

1,456

 

69,917

 
       

14,113,312

 

Materials - 3.5%

         

Westlake Chemical Partners LP

 

45,557

 

709,778

 

Total Master Limited Partnerships (cost $18,224,381)

     

14,823,090

 

Warrants - .7%

 

Number of Warrants

 

Value ($)

 

Energy - .7%

         

Kinder Morgan (5/25/17)
(cost $1,693,561)

 

503,786

c

151,136

 

9

 

STATEMENT OF INVESTMENTS (continued)

           
 

Other Investment - 11.8%

 

Shares

 

Value ($)

 

Registered Investment Company;

         

Dreyfus Institutional Preferred Plus Money Market Fund
(cost $2,387,402)

 

2,387,402

d

2,387,402

 

Total Investments (cost $26,757,343)

 

99.6%

 

20,097,388

 

Cash and Receivables (Net)

 

0.4%

 

82,617

 

Net Assets

 

100.0%

 

20,180,005

 

LLC—Limited Liability Company
LP—Limited Partnership

aInvestment in real estate investment trust.
bHeld by a broker as collateral for open short positions.
cNon-income producing security.
dInvestment in affiliated money market mutual fund.

   

Portfolio Summary (Unaudited)

Value (%)

Energy

77.9

Money Market Investment

11.8

Real Estate

5.0

Materials

3.5

Utilities

1.4

 

99.6

 Based on net assets.

See notes to financial statements.

10

 

STATEMENT OF SECURITIES SOLD SHORT
November 30, 2015

           

Common Stocks-12.7%

 

Shares

 

Value ($)

 

Exchange-Traded Funds-12.7%

         

iShares 20+ Year Treasury Bond ETF

 

15,468

 

1,878,589

 

iShares U.S. Real Estate ETF

 

3,739

 

281,210

 

SPDR Barclays High Yield Bond ETF

 

11,250

 

397,800

 

Total Common Stocks (proceeds $2,644,397)

     

2,557,599

 

Master Limited Partnerships-.9%

         

Energy-.9%

         

Spectra Energy Partners LP
(proceeds $203,714)

 

4,449

 

188,504

 

Total Securities Sold Short (proceeds $2,848,111)

     

2,746,103

 

ETF—Exchange-Traded Fund
LP—Limited Partnership

   

Portfolio Summary (Unaudited)

Value (%)

Exchange-Traded Funds

12.7

Energy

.9

 

13.6

 Based on net assets.

See notes to financial statements.

11

 

STATEMENT OF ASSETS AND LIABILITIES
November 30, 2015

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments:

 

 

 

 

Unaffiliated issuers

 

24,369,941

 

17,709,986

 

Affiliated issuers

 

2,387,402

 

2,387,402

 

Receivable from brokers for proceeds on securities
sold short—Note 4

 

 

 

 

2,848,111

 

Dividends receivable

 

 

 

 

160

 

Prepaid expenses

 

 

 

 

86,073

 

 

 

 

 

 

23,031,732

 

Liabilities ($):

 

 

 

 

Due to The Dreyfus Corporation and affiliates—Note 3(c)

 

 

 

 

12,345

 

Securities sold short, at value (proceeds $2,848,111—See
Statement of Securities Sold Short—Note 4

 

 

 

 

2,746,103

 

Due to broker

 

 

 

 

2,285

 

Accrued expenses

 

 

 

 

90,994

 

 

 

 

 

 

2,851,727

 

Net Assets ($)

 

 

20,180,005

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

28,848,936

 

Accumulated investment (loss)—net

 

 

 

 

(162,545)

 

Accumulated net realized gain (loss) on investments

 

 

 

 

(1,948,439)

 

Accumulated net unrealized appreciation (depreciation)
on investments and securities sold short

 

 

 

 

(6,557,947)

 

Net Assets ($)

 

 

20,180,005

 

 

           

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

3,835,933

667,271

7,907,466

7,769,335

 

Shares Outstanding

461,252

80,587

949,349

932,731

 

Net Asset Value Per Share ($)

8.32

8.28

8.33

8.33

 

See notes to financial statements.

12

 

STATEMENT OF OPERATIONS
From April 30, 2015 (commencement of operations) to November 30, 2015

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Distributions from Master Limited Partnerships

 

 

 521,471

 

Less return of capital on distributions from Master
Limited Partnerships

 

 

(521,471)

 

Cash dividends:

 

 

 

 

Unaffiliated issuers

 

 

79,069

 

Affiliated issuers

 

 

1,907

 

Total Income

 

 

80,976

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

131,812

 

Professional fees

 

 

155,168

 

Dividends on securities sold short

 

 

52,968

 

Registration fees

 

 

42,439

 

Interest on securities sold short

 

 

15,358

 

Shareholder servicing costs—Note 3(c)

 

 

7,494

 

Prospectus and shareholders’ reports

 

 

6,730

 

Distribution fees—Note 3(b)

 

 

3,676

 

Custodian fees—Note 3(c)

 

 

1,805

 

Directors’ fees and expenses—Note 3(d)

 

 

1,047

 

Loan commitment fees—Note 2

 

 

74

 

Miscellaneous

 

 

14,918

 

Total Expenses, before income taxes

 

 

433,489

 

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

 

 

(189,967)

 

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

 

 

(1)

 

Net Expenses, before income taxes

 

 

243,521

 

Income Taxes

 

 

0

 

Investment (Loss)—Net

 

 

(162,545)

 

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

 

 

Net realized gain (loss) on investments:

 

 

Long transactions

 

 

(1,907,307)

 

Short sale transactions

 

 

(19,100)

 

Net realized gain (loss) on options transactions

 

 

(22,032)

 

Net Realized Gain (Loss)

 

 

(1,948,439)

 

Net unrealized appreciation (depreciation) on investments

 

 

(6,659,955)

 

Net unrealized appreciation (depreciation) on securities sold short

 

 

102,008

 

Net Unrealized Appreciation (Depreciation)

 

 

(6,557,947)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

(8,506,386)

 

Net (Decrease) in Net Assets Resulting from Operations

 

(8,668,931)

 

See notes to financial statements.

13

 

STATEMENT OF CHANGES IN NET ASSETS
From April 30, 2015 (commencement of operations) to November 30, 2015

                           
                   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations ($):

 

 

 

 

 

 

 

 

Investment (loss)—net

 

 

(162,545)

 

 

 

 

 

Net realized gain (loss) on investments

 

(1,948,439)

 

 

 

 

 

Net unrealized appreciation (depreciation)
on investments

 

(6,557,947)

 

 

 

 

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

(8,668,931)

 

 

 

 

 

Distributions to Shareholders from ($):

 

 

 

 

 

 

 

 

Tax return of capital:

 

 

 

 

 

 

 

 

Class A

 

 

(35,733)

 

 

 

 

 

Class C

 

 

(7,890)

 

 

 

 

 

Class I

 

 

(93,424)

 

 

 

 

 

Class Y

 

 

(89,989)

 

 

 

 

 

Total Distributions

 

 

(227,036)

 

 

 

 

 

Capital Stock Transactions ($):

 

 

 

 

 

 

 

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

5,499,418

 

 

 

 

 

Class C

 

 

1,005,119

 

 

 

 

 

Class I

 

 

11,506,962

 

 

 

 

 

Class Y

 

 

11,375,000

 

 

 

 

 

Dividends reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

4,173

 

 

 

 

 

Class I

 

 

14,323

 

 

 

 

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(250,606)

 

 

 

 

 

Class I

 

 

(78,417)

 

 

 

 

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

29,075,972

 

 

 

 

 

Total Increase (Decrease) in Net Assets

20,180,005

 

 

 

 

 

Net Assets ($):

 

 

 

 

 

 

 

 

Beginning of Period

 

 

 -

 

 

 

 

 

End of Period

 

 

20,180,005

 

 

 

 

 

Accumulated investment (loss)—net

(162,545)

 

 

 

 

 

Capital Share Transactions (Shares):

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

Shares sold

 

 

488,525

 

 

 

 

 

Shares issued for dividends reinvested

 

 

496

 

 

 

 

 

Shares redeemed

 

 

(27,769)

 

 

 

 

 

Net Increase (Decrease) in Shares Outstanding

461,252

 

 

 

 

 

Class C

 

 

 

 

 

 

 

 

Shares sold

 

 

80,587

 

 

 

 

 

Class I

 

 

 

 

 

 

 

 

Shares sold

 

 

956,452

 

 

 

 

 

Shares issued for dividends reinvested

 

 

1,703

 

 

 

 

 

Shares redeemed

 

 

(8,806)

 

 

 

 

 

Net Increase (Decrease) in Shares Outstanding

949,349

 

 

 

 

 

Class Y

 

 

 

 

 

 

 

 

Shares sold

 

 

932,731

 

 

 

 

 

                   

See notes to financial statements.

14

 

FINANCIAL HIGHLIGHTS

The following table describes the performance for each share class for the period from April 30, 2015 (commencement of operations) to November 30, 2015. 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 the period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements.

                   
       
     

Class A Shares

Class C Shares

Class I Shares

Class Y Shares

 

Per Share Data ($):

           

Net asset value, beginning of period

   

12.50

12.50

12.50

12.50

 

Investment Operations:

           

Investment (loss)—neta

   

(.08)

(.13)

(.07)

(.07)

 

Net realized and unrealized
gain (loss) on investments

   

(4.00)

(3.99)

(4.00)

(4.00)

 

Total from Investment Operations

   

(4.08)

(4.12)

(4.07)

(4.07)

 

Distributions:

           

Tax return of capital

   

(.10)

(.10)

(.10)

(.10)

 

Net asset value, end of period

   

8.32

8.28

8.33

8.33

 

Total Return (%)b

   

(32.66)c

(32.98)c

(32.58)

(32.58)

 

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assetsd

   

3.47

4.22

3.21

3.20

 

Ratio of net expenses to average net assetsd

   

2.03

2.76

1.77

1.76

 

Ratio of net investment (loss)
to average net assetsd

   

(1.38)

(2.16)

(1.16)

(1.15)

 

Portfolio Turnover Rateb

   

57.76

57.76

57.76

57.76

 

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

   

3,836

667

7,907

7,769

 

a Based on average shares outstanding.
b Not annualized.
c Exclusive of sales charge.
d Annualized.

See notes to financial statements.

15

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus MLP Fund (the “fund”) is a separate non-diversified series of Strategic 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 ten series, including the fund. The fund’s investment objective is to seek total return, consisting of capital appreciation and income. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. The Boston Company Asset Management, LLC (“TBCAM”), a wholly-owned subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s sub-investment adviser.

MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares. The fund is authorized to issue 100 million shares of $.001 par value Common Stock in each of the following classes of shares: Class A, Class C, Class I and Class Y. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class C shares are subject to a contingent deferred sales charge (“CDSC”) imposed on Class C shares redeemed within one year of purchase. Class I and Class Y 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, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

As of November 30, 2015, MBC Investments Corp., an indirect subsidiary of BNY Mellon, held 320,000 Class A, 80,000 Class C, 800,000 Class I and 800,000 Class Y shares of the fund.

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

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

16

 

releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

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

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

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

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

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

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

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

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:

17

 

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and financial 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 reflect accurately 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 Company’s Board of Directors (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 restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are generally categorized within Level 3 of the fair value hierarchy.

Options, 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.

18

 

Options traded over-the-counter (“OTC”) are valued at the mean between the bid and asked price and are generally categorized within Level 2 of the fair value hierarchy.

The following is a summary of the inputs used as of November 30, 2015 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 - Domestic Common Stocks

2,735,760

2,735,760

Master Limited Partnership Shares

14,823,090

14,823,090

Mutual Funds

2,387,402

2,387,402

Warrants

151,136

151,136

Liabilities ($)

     

Securities Sold Short:

     

Master Limited Partnership Shares††

(188,504)

(188,504)

Exchange-Traded Funds††

(2,557,599)

(2,557,599)

 See Statement of Investments for additional detailed categorizations.
†† See Statement of Securities Sold Short for additional detailed categorizations.

(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.

(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” under the Act. Investments in affiliated investment companies during the period ended November 30, 2015 were as follows:

19

 

NOTES TO FINANCIAL STATEMENTS (continued)

           

Affiliated Investment Company

Value
4/30/2015 ($)

Purchases ($)

Sales ($)

Value
11/30/2015 ($)

Net
Assets (%)

Dreyfus Institutional Preferred Plus Money Market Fund

37,143,688

34,756,286

2,387,402

11.8

(d) Risk: The fund invests primarily in Master Limited Partnerships (“MLPs”). MLPs and MLP-related investments comprise a minimum of 80% of investable assets of the fund. The majority of MLPs operate in the energy and/or natural resources sector. MLPs are generally organized under state law as limited partnerships or limited liability companies. An MLP consists of at least one general partner and one or more limited partners. The general partner controls the operations and management of the MLP and has an ownership stake in the MLP. The limited partners, through their ownership of limited partner interests, contribute capital to the entity, have a limited role in the operation and management of the entity and receive cash distributions.

MLPs are subject to certain risks, such as supply and demand risk, depletion and exploration risk, commodity pricing risk, acquisition risk, and the risk associated with the hazards inherent in midstream energy industry activities. A substantial portion of the cash flow received by the fund is derived from investments in equity securities of MLPs. The amount of cash that MLPs have available for distributions, and the tax character of such distributions, are dependent upon the amount of cash generated by the MLP’s operations.

(e) Distributions to shareholders: The fund currently anticipates making quarterly distributions to its shareholders of substantially all of the fund’s distributable cash flow received as cash distributions from MLPs, interest payments received on debt securities owned by the fund, and other payments on or derived from securities owned by the fund.

The fund intends to pay out a consistent dividend that over time approximates the distributions received from the fund’s portfolio investments based on, among other considerations, distributions the fund actually receives from portfolio investments and estimated future cash flows. Because the fund’s policy will be to pay consistent dividends based on estimated income from investments and future cash flows, the fund’s dividends may exceed the amount the fund actually receives from its portfolio investments.

20

 

The fund’s distributions will be treated for U.S. federal income tax purposes as (i) first, taxable dividends to the extent of a shareholder’s allocable share of the fund’s earnings and profits, (ii) second, on-taxable returns of capital to the extent of a shareholder’s tax basis in their shares of the fund (for the portion of those distributions that exceed the fund’s earnings and profits) and (iii) third, taxable gains (for the balance of those distributions). Dividend income will be treated as “qualified dividends” for federal income tax purposes, subject to favorable capital gain tax rates, provided that certain requirements are met. Unlike a regulated investment company under Sub-Chapter M of the Internal Revenue Code, the fund will not be able to pass-through the character of its recognized net capital gain by paying “capital gain dividends.” Cash distributions from an MLP to the fund that exceed the fund’s allocable share of such MLP’s net taxable income will reduce the fund’s adjusted tax basis in the equity securities of the MLP.

(f) Return of capital estimates: Distributions received from the fund’s investments in MLPs generally are comprised of income and return of capital. The fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after the tax reporting periods are concluded. During the period ended November 30, 2015, fund distributions are expected to be comprised of 100% return of capital and are recorded as such.

(g) Federal income taxes: The fund is treated as a regular corporation for U.S. federal and state income tax purposes, and will pay federal and state income tax on its taxable income. Currently, the maximum marginal regular federal income tax rate for a corporation is 35%. The fund may be subject to a 20% alternative minimum tax on its federal alternative minimum taxable income to the extent that its alternative minimum tax exceeds its regular federal income tax. The fund is currently using an estimated rate of 34% for federal income tax and 2% for state and local tax, net of federal tax benefit.

The fund invests primarily in MLPs, which generally are intended to be treated as partnerships for federal income tax purposes. As a partner in the MLPs, the fund must report its allocable share of the MLPs’ taxable income or loss in computing the fund’s taxable income or loss, regardless of the extent (if any) to which the MLPs make distributions.

The fund’s income tax expense or benefit is included in the Statement of Operations based on the components of income or gains (losses) to which

21

 

NOTES TO FINANCIAL STATEMENTS (continued)

such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains (losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and (iii) the net deferred tax benefit of accumulated net operating losses and capital loss carryforwards. During the period ended November 30, 2015, the fund had no income tax expense or benefit.

Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary differences are realized or otherwise settled. To the extent the fund has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. A valuation allowance is required if, based on the evaluation criterion provided by ASC 740, it is more-likely-than-not that some portion or the entire deferred tax asset will not be realized. The factors considered in assessing the fund’s valuation allowance are the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of the statutory carryforward periods and the associated risks that operating and capital loss carryforwards may expire unused.

At November 30, 2015, the components of the fund’s deferred tax assets and liabilities were as follows:

         

Deferred tax assets:

       

Net operating loss carryforwards

     

$ (78,922)

Capital loss carryforwards

     

(575,507)

Unrealized losses on investment securities

     

(2,486,792)

Total deferred tax assets, before valuation allowance

     

(3,141,221)

Valuation allowance

     

3,141,221

Net deferred tax assets, after valuation allowance

     

$ 0

Unexpected significant decreases in cash distributions from the fund’s MLP investments or significant declines in the fair value of its investments may change the fund’s assessment regarding the recoverability of its deferred tax assets and may result in a valuation allowance. If a valuation allowance is required to reduce any deferred tax asset in the future, it could have a material impact on the fund’s net asset value and results of operations. At November 30, 2015, the valuation allowance for deferred

22

 

tax assets was deemed necessary because Dreyfus believes it is more-likely-than-not that the fund will not be able to recognize deferred tax assets through future taxable income.

Net operating loss carryforwards and capital loss carryforwards are available to offset future taxable income. The fund’s net operating loss carryforward of $219,229 will expire on November 30, 2035 and the capital loss carryforward of $1,598,631 will expire on November 30, 2020.

The fund may rely, to some extent, on information provided by the MLPs, which may not be available on a timely basis, to estimate taxable income allocable to MLP shares held in its portfolio, and to estimate its associated deferred tax liability or assets. Such estimates are made in good faith. From time to time, as new information becomes available, the fund may modify its estimates or assumptions regarding its tax liability or asset.

The fund files income tax returns in the U.S. federal jurisdiction and various states. The fund has reviewed all major jurisdictions and concluded that there is no significant impact on the fund’s net assets and no tax liability resulting from unrecognized tax benefits or expenses relating to uncertain tax positions expected to be taken on its tax returns.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $480 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 7, 2015, the unsecured credit facility with Citibank, N.A. was $430 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended November 30, 2015, the fund did not borrow under the Facilities.

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

(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of 1.00% of the value of the fund’s average daily net assets and is payable monthly. Dreyfus has contractually agreed, from April 30, 2015 through May 1, 2016, to waive receipt of its fees and/or assume the expenses of the fund, so that the expenses of none of the classes (excluding Rule 12b-1 Distribution Plan fees, Shareholder

23

 

NOTES TO FINANCIAL STATEMENTS (continued)

Services Plan fees, dividend and interest expense on securities sold short, taxes, such as deferred tax expenses, brokerage commissions and extraordinary expenses) exceed 1.25% of the value of the fund’s average daily net assets. The reduction in expenses, pursuant to the undertaking, amounted to $189,967 during the period ended November 30, 2015.

Pursuant to a sub-investment advisory agreement between Dreyfus and TBCAM, TBCAM serves as the fund’s sub-investment adviser responsible for the day-to-day management of the fund’s portfolio. Dreyfus pays TBCAM a monthly fee at an annual percentage of the value of the fund’s average daily net assets. Dreyfus has obtained an exemptive order from the SEC (the “Order”), upon which the fund may rely, to use a manager of managers approach that permits Dreyfus, subject to certain conditions and approval by the Board, to enter into and materially amend sub-investment advisory agreements with one or more sub-investment advisers who are either unaffiliated with Dreyfus or are wholly-owned subsidiaries (as defined under the Act) of Dreyfus’ ultimate parent company, BNY Mellon, without obtaining shareholder approval. The Order also allows the fund to disclose the sub-investment advisory fee paid by Dreyfus to any unaffiliated sub-investment adviser in the aggregate with other unaffiliated sub-investment advisers in documents filed with the SEC and provided to shareholders. In addition, pursuant to the Order, it is not necessary to disclose the sub-investment advisory fee payable by Dreyfus separately to a sub-investment adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to Dreyfus. Dreyfus has ultimate responsibility (subject to oversight by the Board) to supervise any sub-investment adviser and recommend the hiring, termination, and replacement of any sub-investment adviser to the Board.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. During the period ended November 30, 2015, Class C shares were charged $3,676 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry

24

 

professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended November 30, 2015, Class A and Class C shares were charged $5,431 and $1,225, respectively, pursuant to the Shareholder Services Plan.

The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2015, the fund was charged $598 for transfer agency services and $11 for cash management services. These fees are included in Shareholder servicing costs in the Statement of Operations. Cash management fees were partially offset by earnings credits of $1.

The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2015, the fund was charged $1,805 pursuant to the custody agreement.

During the period ended November 30, 2015, the fund was charged $11,020 for services performed by the Chief Compliance Officer and his staff.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $16,926, Distribution Plan fees $420, Shareholder Services Plan fees $949, custodian fees $1,800, Chief Compliance Officer fees $1,765 and transfer agency fees $146, which are offset against an expense reimbursement currently in effect in the amount of $9,661.

(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

25

 

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities and securities sold short, excluding short-term securities and options transactions, during the period ended November 30, 2015 were as follows:

       

 

 

Purchases ($)

Sales ($)

Long transactions

 

38,217,935

11,419,216

Short sale transactions

 

841,296

3,670,307

Total

 

39,059,231

15,089,523

Short Sales: The fund is engaged in short-selling which obligates the fund to replace the security borrowed by purchasing the security at current market value. The fund incurs a loss if the price of the security increases between the date of the short sale and the date on which the fund replaces the borrowed security. The fund realizes a gain if the price of the security declines between those dates. Until the fund replaces the borrowed security, the fund will maintain daily a segregated account with a broker or custodian of permissible liquid assets sufficient to cover its short positions. Securities Sold Short at November 30, 2015 and their related market values and proceeds, are set forth in the Statement of Securities Sold Short.

The fund is liable for any dividends payable on securities while those securities are in a short position. Dividends declared on short positions are recorded on the ex-dividend date and recorded as an expense in the Statement of Operations. The fund is charged a securities loan fee in connection with short sale transactions which is recorded as interest on securities sold short in the Statement of Operations.

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 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 instrument’s 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 November 30, 2015 is discussed below.

26

 

Options Transactions: The fund purchases and writes (sells) put and call options to hedge against changes in or as a substitute for an investment. The fund is subject to market risk in the course of pursuing its investment objectives through its investments in options contracts. A call option gives the purchaser of the option the right (but not the obligation) to buy, and obligates the writer to sell, the underlying financial instrument at the exercise price at any time during the option period, or at a specified date. Conversely, a put option gives the purchaser of the option the right (but not the obligation) to sell, and obligates the writer to buy the underlying financial instrument at the exercise price at any time during the option period, or at a specified date.

As a writer of call options, the fund receives a premium at the outset and then bears the market risk of unfavorable changes in the price of the financial instrument underlying the option. Generally, the fund realizes a gain, to the extent of the premium, if the price of the underlying financial instrument decreases between the date the option is written and the date on which the option is terminated. Generally, the fund incurs a loss if the price of the financial instrument increases between those dates.

As a writer of put options, the fund receives a premium at the outset and then bears the market risk of unfavorable changes in the price of the financial instrument underlying the option. Generally, the fund realizes a gain, to the extent of the premium, if the price of the underlying financial instrument increases between the date the option is written and the date on which the option is terminated. Generally, the fund incurs a loss if the price of the financial instrument decreases between those dates.

As a writer of an option, the fund has no control over whether the underlying financial instrument may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the financial instrument underlying the written option. There is a risk of loss from a change in value of such options which may exceed the related premiums received. This risk is mitigated by Master Agreements 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. The Statement of Operations reflects any unrealized gains or losses which occurred during the period as well as any realized gains or losses which occurred upon the expiration or closing of the option transaction. At November 30, 2015, there were no options written outstanding.

The following summarizes the average market value of derivatives outstanding during the period ended November 30, 2015:

27

 

NOTES TO FINANCIAL STATEMENTS (continued)

         
       

Average Market Value ($)

Equity options contracts

     

200

At November 30, 2015, the cost of investments for federal income tax purposes was $27,107,151; accordingly, accumulated net unrealized depreciation on investments was $7,009,763, consisting of $47,532 gross unrealized appreciation and $7,057,295 gross unrealized depreciation.

28

 

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors
Dreyfus MLP Fund

We have audited the accompanying statement of assets and liabilities, including the statements of investments and securities sold short, of Dreyfus MLP Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2015, and the related statements of operations and changes in net assets and the financial highlights for the period from April 30, 2015 (commencement of operations) to November 30, 2015. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2015 by correspondence with the custodian and others. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus MLP Fund at November 30, 2015, and the results of its operations, the changes in its net assets and the financial highlights for the period from April 30, 2015 to November 30, 2015, in conformity with U.S. generally accepted accounting principles.

New York, New York
January 28, 2016

29

 

BOARD MEMBERS INFORMATION (Unaudited)

INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (72)

Chairman of the Board (1995)

Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (1995-present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997-present)

No. of Portfolios for which Board Member Serves: 140

———————

Joni Evans (73)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Chief Executive Officer, www.wowOwow.com an online community dedicated to women’s conversations and publications (2007-present)

· Principal, Joni Evans Ltd. (publishing) (2006-present)

No. of Portfolios for which Board Member Serves: 24

———————

Ehud Houminer (75)

Board Member (1994)

Principal Occupation During Past 5 Years:

· Executive-in-Residence at the Columbia Business School, Columbia

University (1992-present)

Other Public Company Board Memberships During Past 5 Years:

·  Avnet, Inc., an electronics distributor, Director (1993-2012)

No. of Portfolios for which Board Member Serves: 61

———————

Hans C. Mautner (78)

Board Member (1980)

Principal Occupation During Past 5 Years:

· President-International Division and an Advisory Director of Simon Property Group, a

real estate investment company (1998-2010)

· Chairman and Chief Executive Officer of Simon Global Limited, a real estate company (1999-2010)

No. of Portfolios for which Board Member Serves: 24

———————

30

 

Robin A. Melvin (52)

Board Member (1995)

Principal Occupation During Past 5 Years:

· Co-chairman, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois; (2014-present; a board member since 2013)

· Director, Boisi Family Foundation, a private family foundation that supports

youth-serving organizations that promote the self sufficiency of youth from

disadvantaged circumstances (1995-2012)

No. of Portfolios for which Board Member Serves: 111

———————

Burton N. Wallack (65)

Board Member (2006)

Principal Occupation During Past 5 Years:

· President and Co-owner of Wallack Management Company, a real estate management

company (1987-present)

No. of Portfolios for which Board Member Serves: 24

———————

Gordon J. Davis (74)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Partner in the law firm of Venable LLP (2012-present)

· Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012)

Other Public Company Board Memberships During Past 5 Years:

· Consolidated Edison, Inc., a utility company, Director (1997-2014)

· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)

No. of Portfolios for which Board Member Serves: 60

Gordon J. Davis is deemed to be an “interested person” (as defined under the Act) of the Company as a result of his affiliation with Venable LLP, which provides legal services to the Company.

———————

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 The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Member is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.

William Hodding Carter III, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member

31

 

OFFICERS OF THE FUND (Unaudited)

BRADLEY J. SKAPYAK, President since January 2010.

Chief Operating Officer and a director of the Manager since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of the Manager and the transfer agent of the funds, since May 2011 and Executive Vice President of the Distributor since June 2007. From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of the Manager. He is an officer of 66 investment companies (comprised of 140 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since February 1988.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015

Chief Legal Officer of the Manager since June 2015; from June 2005 to June 2015, Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division, and Chief Legal Officer of Deutsche Investment Management Americas Inc. He is an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since June 2015.

JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.

Assistant General Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 52 years old and has been an employee of the Manager since February 1984.

JAMES BITETTO, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon and Secretary of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since December 1996.

JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 60 years old and has been an employee of the Manager since October 1988.

JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 54 years old and has been an employee of the Manager since June 2000.

JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since February 1991.

MAUREEN E. KANE, Vice President and Assistant Secretary since April 2015.

Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel, and from May 2009 until July 2014, Chief Compliance Officer of Century Capital Management. She is an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 53 years old and has been an employee of the Manager since July 2014.

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

Senior Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager; from August 2005 to March 2013, Associate General Counsel of Third Avenue Management. She is 40 years old and has been an employee of the Manager since March 2013.

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

Senior Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since October 1990.

JAMES WINDELS, Treasurer since November 2001.

Director – Mutual Fund Accounting of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since April 1985.

32

 

RICHARD CASSARO, Assistant Treasurer since December 2005.

Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 56 years old and has been an employee of the Manager since September 1982.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2003.

Senior Accounting Manager – Fixed Income Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since June 1989.

ROBERT SVAGNA, Assistant Treasurer since August 2005.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since November 1990.

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

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (67 investment companies, comprised of 165 portfolios). He is 58 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

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

Anti-Money Laundering Compliance Officer of the Dreyfus 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 Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor and from 2007 to December 2011, Financial Processing Manager of the Distributor. She is an officer of 62 investment companies (comprised of 160 portfolios) managed by the Manager. She is 47 years old and has been an employee of the Distributor since 1997.

33

 

For More Information

Dreyfus MLP Fund
200 Park Avenue
New York, NY 10166

Manager
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166

Sub-Investment Adviser
The Boston Company
Asset Management LLC
BNY Mellon Center
One Boston Place
Boston, MA 02108

Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286

Transfer Agent &
Dividend Disbursing Agent
Dreyfus Transfer, Inc.
200 Park Avenue
New York, NY 10166

Distributor
MBSC Securities Corporation
200 Park Avenue
New York, NY 10166

   

Ticker Symbols:

Class A: DMFAX Class C: DMFCX Class I: DMFIX Class Y: DMFYX

Telephone Call your financial representative or 1-800-DREYFUS

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

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

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

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (phone 1-800-SEC-0330 for information).

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.dreyfus.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.

   

© 2016 MBSC Securities Corporation
4009AR1115

 


 

International Stock Fund

     

 

ANNUAL REPORT
November 30, 2015

   
 

 

 

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

 

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

 

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

 

Contents

THE FUND

FOR MORE INFORMATION

 

Back Cover

 

       
 


International Stock Fund

 

The Fund

A LETTER FROM THE PRESIDENT

Dear Shareholder:

We are pleased to present this annual report for International Stock Fund, covering the 12-month period from December 1, 2014, through November 30, 2015. 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.

Financial markets proved volatile over the reporting period amid choppy U.S. and global economic growth. Employment and housing market gains helped U.S. stocks advance over the reporting period’s first half, driving some broad measures of market performance to new record highs in the spring. Although those gains were erased over the summer when global economic instability undermined investor sentiment, a renewed rally in the fall enabled most stock indices to end the reporting period in mildly positive territory. In contrast, international stocks mostly provided negative results, but developed markets fared better than emerging markets amid falling commodity prices and depreciating currency values. U.S. bonds produced modestly positive total returns overall, with municipal bonds achieving higher returns, on average, than U.S. government securities and corporate-backed bonds.

We expect market volatility to persist over the near term until investors see greater clarity regarding domestic and global economic conditions. Our investment strategists and portfolio managers are monitoring developments carefully, keeping a close watch on credit spreads, currency values, commodity prices, corporate profits, economic trends in the emerging markets, and other developments that could influence investor sentiment. Over the longer term, we remain confident that markets are likely to benefit as investors increasingly recognize that inflation is likely to stay low, economic growth expectations are stabilizing, and monetary policies remain accommodative in most regions of the world. In our view, investors will continue to be well served under these circumstances by a long-term perspective and a disciplined investment approach.

Thank you for your continued confidence and support.

Sincerely,

J. Charles Cardona
President
The Dreyfus Corporation

December 17, 2015

2

 

DISCUSSION OF FUND PERFORMANCE

For the period of December 1, 2014, through November 30, 2015, as provided by Charlie Macquaker and Roy Leckie of Walter Scott & Partners Limited (Walter Scott), Sub-investment adviser

Fund and Market Performance Overview

For the 12-month period ended November 30, 2015, International Stock Fund’s Class A shares produced a total return of -2.27%, Class C shares returned -2.97%, Class I shares returned -1.90%, and Class Y shares returned -1.89%.1 In comparison, the fund’s benchmark index, the Morgan Stanley Capital International Europe, Australasia, Far East Index (the “MSCI EAFE Index”), achieved a -2.94% return over the same period.2

Moderately negative results from international stocks for the reporting period masked heightened volatility amid falling commodity prices and shifting economic sentiment. Strong stock selections in Europe and mergers-and-acquisitions activity helped the fund’s Class A, Class I, and Class Y shares outperform the benchmark.

The Fund’s Investment Approach

The fund seeks long-term real return by investing in high-quality companies believed to be capable of sustainable growth and wealth creation over a long time horizon. The fund invests in stocks of foreign companies that are predominantly located in the world’s developed markets outside of the United States. When selecting stocks, Walter Scott seeks companies with fundamental strengths that indicate the potential for sustainable growth. The firm focuses on individual stock selection through extensive fundamental research. Candidates are initially selected for research if they meet certain broad absolute and trend criteria. Financial statements are analyzed in an effort to identify the nature of their cash generation and to understand the variables that could add value to their businesses. Companies meeting the financial criteria are subjected to a detailed investigation of products, costs and pricing, competition, industry position, and outlook.

Economic Concerns Sparked Market Turmoil

International stock markets during the reporting period encountered heightened volatility stemming, in part, from divergent economic trends. An ongoing U.S. economic recovery and improved economic data in Europe stood in stark contrast to challenging economic conditions in the Asia/Pacific region, resulting in varied outlooks for regional growth and a strengthening U.S. dollar against most other currencies.

In this environment, international equities suffered several short-lived sell-offs as falling commodity prices, a Greek debt crisis, and a currency devaluation in China took their toll. At other times, investors responded positively to strengthening U.S. labor markets, aggressive monetary easing in Europe, and improved corporate governance in Japan. Consequently, stocks in Japan and Europe generally outperformed market averages, while economically challenged countries in Asia and the emerging markets lagged.

Security Selections Buoyed Relative Performance

The fund’s focus on companies capable of sustainable wealth generation, even in times of uncertainty, helped it outpace its benchmark. The fund fared especially well during heightened market volatility over the reporting period’s second half.

3

 

DISCUSSION OF FUND PERFORMANCE (continued)

The fund benefited from a flurry of mergers-and-acquisitions activity, which boosted the stock prices of natural gas company BG Group, agricultural products provider Syngenta, gasses supplier Air Liquide, and brewer SABMiller. The fund also fared particularly well with strong stock selections in Europe. Athletic footwear maker adidas recovered from earlier weakness as its products became more competitive, apparel retailer Inditex gained value after reporting higher same-store sales, information services provider Experian changed its U.S. business model and achieved solid growth, consumer products company Reckitt Benckiser Group divested some products to focus on high-growth areas, and pharmaceutical company Novo Nordisk reported solid earnings from its growing diabetes franchise and effective cost controls. From an industry group perspective, the fund produced strong relative results in the materials, health care, and information technology sectors.

In contrast, the fund’s holdings in Japan and Asia trailed market averages. Disappointments in Japan included an emphasis on industrial companies and materials producers. For example, machinery manufacturer Komatsu was hurt by reduced mining activity and sluggish demand in China. Holdings with significant exposure to the emerging markets of Asia, such as U.K.-based bank Standard Chartered, were hurt by the region’s economic woes. Luxury goods purveyor Burberry Group also encountered weakness in China, which was exacerbated by slow growth in its U.S. stores. In China, energy company CNOOC struggled with falling crude oil prices, and Hong Kong-based Hang Lung Properties was hurt by negative investor sentiment toward China despite growing revenues from rental properties. Industry groups that detracted from relative performance during the reporting period included the financials, industrials, and consumer staples sectors.

A Long-Term, Selective Approach

Although times of global economic instability and volatile markets can be painful over the near term, we believe that over the longer term they can separate strong companies from the weak and good management teams from the bad. In our judgment, our long-term, selective approach can help investors participate in the growth of superior businesses with long-term vision, differentiated customer propositions, and robust financial structures. As of the reporting period’s end, we have identified an ample number of attractive opportunities in the consumer discretionary, information technology, energy, and materials sectors, but relatively few in the financials and telecommunications services sectors.

December 17, 2015

Please note, the position in any security highlighted with italicized typeface was sold during the reporting period.

Equity funds 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.

Investing internationally involves special risks, including changes in currency exchange rates, political, economic, and social instability, a lack of comprehensive company information, differing auditing and legal standards, and less market liquidity.

1 Total return includes reinvestment of dividends and any capital gains paid, and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, 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. – Reflects reinvestment of net dividends and, where applicable, capital gain distributions. The Morgan Stanley Capital International Europe, Australasia, Far East (MSCI EAFE) Index is an unmanaged index composed of a sample of companies representative of the market structure of European and Pacific Basin countries. Returns are calculated on a month-end basis. Investors cannot invest directly in any index.

4

 

FUND PERFORMANCE

Comparison of change in value of $10,000 investment in International Stock Fund Class A shares, Class C shares, Class I shares and Class Y shares and the Morgan Stanley Capital International Europe, Australasia, Far East Index

 Source: Lipper Inc.

†† The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.

Past performance is not predictive of future performance.

The above graph compares a $10,000 investment made in each of the Class A, Class C, Class I and Class Y shares of International Stock Fund on 12/29/06 (inception date) to a $10,000 investment made in the Morgan Stanley Capital International Europe, Australasia, Far East Index (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 the maximum initial sales charge on Class A shares and all other applicable fees and expenses on all classes. The Index is an unmanaged, market capitalization weighted index that is designed to measure the performance of publicly traded stocks issued by companies in 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.

5

 

FUND PERFORMANCE (continued)

             

Average Annual Total Returns as of 11/30/15

 

Inception
Date

1 Year

5 Years

From
Inception

Class A shares

           

with maximum sales
charge (5.75%)

12/29/06

-7.86%

2.53%

 

1.99%

 

without sales charge

12/29/06

-2.27%

3.75%

 

2.67%

 

Class C shares

           

with applicable
redemption charge

12/29/06

-3.94%

2.98%

 

1.90%

 

without redemption

12/29/06

-2.97%

2.98%

 

1.90%

 

Class I shares

12/29/06

-1.90%

4.11%

 

3.04%

 

Class Y shares

7/1/13

-1.89%

3.89%

††

2.75%

††

Morgan Stanley Capital International Europe, Australasia, Far East Index

12/31/06

-2.94%

5.52%

 

0.88%

†††

Past performance is not predictive of future performance. 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. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.

 The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.
†† The total return performance figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
††† For comparative purposes, the value of the Index as of 12/31/06 is used as the beginning value on 12/29/06.

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 International Stock Fund from June 1, 2015 to November 30, 2015. 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

assuming actual returns for the six months ended November 30, 2015

 
 

Class A

Class C

Class I

Class Y

Expenses paid per $1,000

$ 6.14

$ 9.85

$ 4.55

$ 4.41

Ending value (after expenses)

$929.60

$926.50

$931.40

$931.30

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 November 30, 2015

 
 

Class A

Class C

Class I

Class Y

Expenses paid per $1,000

$ 6.43

$ 10.30

$ 4.76

$ 4.61

Ending value (after expenses)

$1,018.70

$1,014.84

$1,020.36

$1,020.51

 Expenses are equal to the fund’s annualized expense ratio of 1.27% for Class A, 2.04% for Class C, .94% for Class I and .91% for Class Y, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

7

 

STATEMENT OF INVESTMENTS

November 30, 2015

           
 

Common Stocks - 95.9%

 

Shares

 

Value ($)

 

Australia - 2.9%

         

Cochlear

 

356,600

 

24,337,433

 

CSL

 

999,000

 

72,327,328

 
       

96,664,761

 

Canada - 1.7%

         

Suncor Energy

 

1,982,200

 

54,770,437

 

China - 1.8%

         

CNOOC

 

53,621,000

 

59,337,222

 

Denmark - 1.9%

         

Novo Nordisk, Cl. B

 

1,167,300

 

64,307,674

 

Finland - 2.0%

         

Kone, Cl. B

 

1,552,000

 

66,229,904

 

France - 12.4%

         

Air Liquide

 

575,000

 

70,167,885

 

Danone

 

989,232

 

69,326,091

 

Essilor International

 

507,576

 

66,257,095

 

L'Oreal

 

391,900

 

69,396,543

 

LVMH Moet Hennessy Louis Vuitton

 

368,300

 

61,773,756

 

Total

 

1,407,694

 

69,902,817

 
       

406,824,187

 

Germany - 5.2%

         

adidas

 

929,000

 

89,898,476

 

SAP

 

1,032,000

 

81,329,642

 
       

171,228,118

 

Hong Kong - 9.3%

         

AIA Group

 

12,082,000

 

72,148,089

 

China Mobile

 

5,173,500

 

58,784,844

 

CLP Holdings

 

6,249,000

 

52,226,454

 

Hang Lung Properties

 

25,615,000

 

59,995,022

 

Hong Kong & China Gas

 

32,199,340

 

63,207,212

 
       

306,361,621

 

Japan - 20.9%

         

Daito Trust Construction

 

554,500

 

57,612,145

 

Denso

 

1,474,600

 

70,351,956

 

FANUC

 

409,400

 

72,900,471

 

Honda Motor

 

2,043,600

 

66,437,751

 

INPEX

 

5,109,600

 

50,743,184

 

Keyence

 

140,020

 

75,890,613

 

8

 

           
 

Common Stocks - 95.9% (continued)

 

Shares

 

Value ($)

 

Japan - 20.9% (continued)

         

Komatsu

 

2,985,900

 

49,384,991

 

Rakuten

 

4,503,000

 

56,772,185

 

Shin-Etsu Chemical

 

1,192,400

 

67,446,638

 

SMC

 

204,300

 

54,137,011

 

Tokio Marine Holdings

 

1,759,700

 

64,898,765

 
       

686,575,710

 

Singapore - 1.9%

         

DBS Group Holdings

 

2,401,226

 

28,088,497

 

Oversea-Chinese Banking

 

5,396,581

 

33,170,293

 
       

61,258,790

 

Spain - 2.6%

         

Inditex

 

2,385,000

 

85,826,536

 

Sweden - 1.9%

         

Hennes & Mauritz, Cl. B

 

1,718,000

 

63,722,282

 

Switzerland - 14.7%

         

Givaudan

 

37,900

a

68,406,765

 

Kuehne + Nagel International

 

352,000

 

47,590,222

 

Nestle

 

879,000

 

65,229,771

 

Novartis

 

730,000

 

62,403,169

 

Roche Holding

 

268,000

 

71,763,620

 

SGS

 

26,500

 

50,689,605

 

Swatch Group-BR

 

119,400

 

41,987,578

 

Syngenta

 

204,000

 

75,207,465

 
       

483,278,195

 

Taiwan - 2.1%

         

Taiwan Semiconductor Manufacturing, ADR

 

2,982,300

 

67,877,148

 

United Kingdom - 14.6%

         

ARM Holdings

 

901,058

 

15,253,538

 

Burberry Group

 

2,805,000

 

52,596,126

 

Compass Group

 

4,360,000

 

75,778,122

 

Diageo

 

2,429,000

 

69,873,488

 

Experian

 

4,363,000

 

80,889,995

 

Intertek Group

 

678,100

 

28,871,616

 

Reckitt Benckiser Group

 

895,900

 

84,061,885

 

SABMiller

 

538,600

 

32,702,771

 

Smith & Nephew

 

1,926,000

 

32,633,252

 

Standard Chartered

 

1,003,776

 

8,423,633

 
       

481,084,426

 

Total Common Stocks (cost $2,812,678,009)

     

3,155,347,011

 

9

 

STATEMENT OF INVESTMENTS (continued)

           
 

Rights - .0%

 

Number of Rights

 

Value ($)

 

United Kingdom - .0%

         

Standard Chartered
(cost $1,997,199)

 

348,841

a

478,102

 

Other Investment - 3.9%

 

Shares

 

Value ($)

 

Registered Investment Company;

         

Dreyfus Institutional Preferred Plus Money Market Fund
(cost $127,479,153)

 

127,479,153

b

127,479,153

 

Total Investments (cost $2,942,154,361)

 

99.8%

 

3,283,304,266

 

Cash and Receivables (Net)

 

0.2%

 

4,975,595

 

Net Assets

 

100.0%

 

3,288,279,861

 

ADR—American Depository Receipt
BR—Bearer Certificate

aNon-income producing security.
bInvestment in affiliated money market mutual fund.

   

Portfolio Summary (Unaudited)

Value (%)

Consumer Discretionary

20.2

Industrials

13.7

Health Care

12.0

Consumer Staples

11.9

Financials

9.9

Materials

8.5

Information Technology

7.3

Energy

7.1

Money Market Investment

3.9

Utilities

3.5

Telecommunication Services

1.8

 

99.8

 Based on net assets.

See notes to financial statements.

10

 

STATEMENT OF ASSETS AND LIABILITIES
November 30, 2015

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments:

 

 

 

 

Unaffiliated issuers

 

2,814,675,208

 

3,155,825,113

 

Affiliated issuers

 

127,479,153

 

127,479,153

 

Cash

 

 

 

 

770,572

 

Cash denominated in foreign currency

 

 

1,129,741

 

1,127,207

 

Dividends receivable

 

 

 

 

8,360,028

 

Receivable for shares of Common Stock subscribed

 

 

 

 

1,801,018

 

Receivable for investment securities sold

 

 

 

 

1,284,995

 

Prepaid expenses

 

 

 

 

110,955

 

 

 

 

 

 

3,296,759,041

 

Liabilities ($):

 

 

 

 

Due to The Dreyfus Corporation and affiliates—Note 3(c)

 

 

 

 

2,905,367

 

Payable for shares of Common Stock redeemed

 

 

 

 

3,792,742

 

Payable for investment securities purchased

 

 

 

 

1,477,283

 

Unrealized depreciation on forward foreign
currency exchange contracts—Note 4

 

 

 

 

281

 

Accrued expenses

 

 

 

 

303,507

 

 

 

 

 

 

8,479,180

 

Net Assets ($)

 

 

3,288,279,861

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

3,003,336,654

 

Accumulated undistributed investment income—net

 

 

 

 

41,050,051

 

Accumulated net realized gain (loss) on investments

 

 

 

 

(96,522,819)

 

Accumulated net unrealized appreciation (depreciation)
on investments and foreign currency transactions

 

 

 

 

340,415,975

 

Net Assets ($)

 

 

3,288,279,861

 

 

           

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

85,617,517

16,951,649

1,560,084,353

1,625,626,342

 

Shares Outstanding

5,838,935

1,179,857

105,484,059

111,111,169

 

Net Asset Value Per Share ($)

14.66

14.37

14.79

14.63

 

See notes to financial statements.

11

 

STATEMENT OF OPERATIONS
Year Ended November 30, 2015

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends (net of $8,159,673 foreign taxes withheld at source):

 

 

 

 

Unaffiliated issuers

 

 

77,001,185

 

Affiliated issuers

 

 

83,415

 

Total Income

 

 

77,084,600

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

28,395,591

 

Shareholder servicing costs—Note 3(c)

 

 

1,035,142

 

Custodian fees—Note 3(c)

 

 

1,006,694

 

Registration fees

 

 

289,127

 

Directors’ fees and expenses—Note 3(d)

 

 

256,275

 

Distribution fees—Note 3(b)

 

 

156,647

 

Prospectus and shareholders’ reports

 

 

123,038

 

Professional fees

 

 

104,445

 

Loan commitment fees—Note 2

 

 

36,125

 

Miscellaneous

 

 

140,037

 

Total Expenses

 

 

31,543,121

 

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

 

 

(46)

 

Net Expenses

 

 

31,543,075

 

Investment Income—Net

 

 

45,541,525

 

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

 

 

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

(9,941,793)

 

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

(121,326)

 

Net Realized Gain (Loss)

 

 

(10,063,119)

 

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

 

 

(102,747,424)

 

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

 

 

(16,089)

 

Net Unrealized Appreciation (Depreciation)

 

 

(102,763,513)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

(112,826,632)

 

Net (Decrease) in Net Assets Resulting from Operations

 

(67,285,107)

 

See notes to financial statements.

12

 

STATEMENT OF CHANGES IN NET ASSETS

                   
                   

 

 

 

 

Year Ended November 30,

 

 

 

 

2015

 

 

 

2014

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

45,541,525

 

 

 

52,127,129

 

Net realized gain (loss) on investments

 

(10,063,119)

 

 

 

(17,721,379)

 

Net unrealized appreciation (depreciation)
on investments

 

(102,763,513)

 

 

 

(73,865,820)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

(67,285,107)

 

 

 

(39,460,070)

 

Dividends to Shareholders from ($):

 

 

 

 

 

 

 

 

Investment income—net:

 

 

 

 

 

 

 

 

Class A

 

 

(1,342,362)

 

 

 

(3,239,116)

 

Class C

 

 

(48,785)

 

 

 

(172,199)

 

Class I

 

 

(31,334,683)

 

 

 

(43,347,768)

 

Class Y

 

 

(16,487,075)

 

 

 

(16)

 

Total Dividends

 

 

(49,212,905)

 

 

 

(46,759,099)

 

Capital Stock Transactions ($):

 

 

 

 

 

 

 

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

11,834,019

 

 

 

34,402,099

 

Class C

 

 

521,771

 

 

 

1,059,488

 

Class I

 

 

290,412,640

 

 

 

900,580,278

 

Class Y

 

 

827,013,807

 

 

 

1,202,028,796

 

Dividends reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

1,292,513

 

 

 

3,140,068

 

Class C

 

 

34,177

 

 

 

120,295

 

Class I

 

 

29,033,887

 

 

 

32,088,480

 

Class Y

 

 

5,616,660

 

 

 

-

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(66,804,240)

 

 

 

(174,314,811)

 

Class C

 

 

(7,776,562)

 

 

 

(11,382,495)

 

Class I

 

 

(821,883,274)

 

 

 

(1,690,923,943)

 

Class Y

 

 

(269,514,620)

 

 

 

(56,231,386)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

(219,222)

 

 

 

240,566,869

 

Total Increase (Decrease) in Net Assets

(116,717,234)

 

 

 

154,347,700

 

Net Assets ($):

 

 

 

 

 

 

 

 

Beginning of Period

 

 

3,404,997,095

 

 

 

3,250,649,395

 

End of Period

 

 

3,288,279,861

 

 

 

3,404,997,095

 

Undistributed investment income—net

41,050,051

 

 

 

45,809,297

 

13

 

STATEMENT OF CHANGES IN NET ASSETS (continued)

                   

 

 

 

 

Year Ended November 30,

 

 

 

 

2015

 

 

 

2014

 

Capital Share Transactions (Shares):

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

Shares sold

 

 

793,174

 

 

 

2,260,389

 

Shares issued for dividends reinvested

 

 

88,589

 

 

 

202,978

 

Shares redeemed

 

 

(4,433,469)

 

 

 

(11,352,564)

 

Net Increase (Decrease) in Shares Outstanding

(3,551,706)

 

 

 

(8,889,197)

 

Class C

 

 

 

 

 

 

 

 

Shares sold

 

 

34,780

 

 

 

70,654

 

Shares issued for dividends reinvested

 

 

2,375

 

 

 

7,883

 

Shares redeemed

 

 

(528,688)

 

 

 

(759,857)

 

Net Increase (Decrease) in Shares Outstanding

(491,533)

 

 

 

(681,320)

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

19,238,867

 

 

 

58,750,229

 

Shares issued for dividends reinvested

 

 

1,979,134

 

 

 

2,059,594

 

Shares redeemed

 

 

(54,999,916)

 

 

 

(107,876,292)

 

Net Increase (Decrease) in Shares Outstanding

(33,781,915)

 

 

 

(47,066,469)

 

Class Ya

 

 

 

 

 

 

 

 

Shares sold

 

 

55,842,301

 

 

 

76,683,096

 

Shares issued for dividends reinvested

 

 

387,089

 

 

 

-

 

Shares redeemed

 

 

(18,091,265)

 

 

 

(3,710,121)

 

Net Increase (Decrease) in Shares Outstanding

38,138,125

 

 

 

72,972,975

 

                   

During the period ended November 30, 2014, 70,163,061 Class I shares representing $1,113,085,047 were exchanged for 70,923,105 Class Y shares.

 

See notes to financial statements.

14

 

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 November 30,

Class A Shares

 

2015

2014

2013

2012

2011

Per Share Data ($):

           

Net asset value, beginning of period

 

15.15

15.57

14.13

12.58

12.83

Investment Operations:

           

Investment income—neta

 

.16

.19

.17

.21

.15

Net realized and unrealized
gain (loss) on investments

 

(.50)

(.43)

1.46

1.46

(.31)

Total from Investment Operations

 

(.34)

(.24)

1.63

1.67

(.16)

Distributions:

           

Dividends from investment income—net

 

(.15)

(.18)

(.19)

(.12)

(.09)

Net asset value, end of period

 

14.66

15.15

15.57

14.13

12.58

Total Return (%)b

 

(2.27)

(1.57)

11.65

13.40

(1.32)

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

1.26

1.29

1.30

1.31

1.27

Ratio of net expenses to average net assets

 

1.26

1.29

1.30

1.31

1.27

Ratio of net investment income
to average net assets

 

1.08

1.26

1.14

1.62

1.08

Portfolio Turnover Rate

 

16.52

12.49

2.58

5.47

5.07

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

 

85,618

142,259

284,575

174,825

192,351

a Based on average shares outstanding.
b Exclusive of sales charge.

See notes to financial statements.

15

 

FINANCIAL HIGHLIGHTS (continued)

             
       
 

Year Ended November 30,

Class C Shares

 

2015

2014

2013

2012

2011

Per Share Data ($):

           

Net asset value, beginning of period

 

14.84

15.26

13.86

12.33

12.64

Investment Operations:

           

Investment income—neta

 

.04

.07

.06

.12

.04

Net realized and unrealized
gain (loss) on investments

 

(.48)

(.42)

1.43

1.43

(.30)

Total from Investment Operations

 

(.44)

(.35)

1.49

1.55

(.26)

Distributions:

           

Dividends from investment income—net

 

(.03)

(.07)

(.09)

(.02)

(.05)

Net asset value, end of period

 

14.37

14.84

15.26

13.86

12.33

Total Return (%)b

 

(2.97)

(2.28)

10.78

12.58

(2.08)

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

2.03

2.03

2.04

2.06

2.05

Ratio of net expenses to average net assets

 

2.03

2.03

2.04

2.06

2.05

Ratio of net investment income
to average net assets

 

.30

.50

.42

.90

.33

Portfolio Turnover Rate

 

16.52

12.49

2.58

5.47

5.07

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

 

16,952

24,805

35,905

23,962

23,319

a Based on average shares outstanding.
b Exclusive of sales charge.

See notes to financial statements.

16

 

                   
             
 

Year Ended November 30,

Class I Shares

 

2015

2014

2013

2012

2011

Per Share Data ($):

           

Net asset value, beginning of period

 

15.31

15.73

14.26

12.70

12.93

Investment Operations:

           

Investment income—neta

 

.20

.26

.23

.26

.19

Net realized and unrealized
gain (loss) on investments

 

(.49)

(.45)

1.48

1.46

(.31)

Total from Investment Operations

 

(.29)

(.19)

1.71

1.72

(.12)

Distributions:

           

Dividends from investment income—net

 

(.23)

(.23)

(.24)

(.16)

(.11)

Net asset value, end of period

 

14.79

15.31

15.73

14.26

12.70

Total Return (%)

 

(1.90)

(1.24)

12.13

13.74

(1.01)

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

.94

.93

.92

.93

.93

Ratio of net expenses to average net assets

 

.94

.93

.92

.93

.93

Ratio of net investment income
to average net assets

 

1.33

1.70

1.54

1.96

1.41

Portfolio Turnover Rate

 

16.52

12.49

2.58

5.47

5.07

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

 

1,560,084

2,132,444

2,930,169

1,935,074

1,116,202

a Based on average shares outstanding.

See notes to financial statements.

17

 

FINANCIAL HIGHLIGHTS (continued)

                   
             
 

Year Ended November 30,

Class Y Shares

 

2015

 

2014

 

2013a

Per Share Data ($):

           

Net asset value, beginning of period

 

15.15

 

15.72

 

14.49

Investment Operations:

           

Investment income—netb

 

.22

 

.14

 

.06

Net realized and unrealized
gain (loss) on investments

 

(.51)

 

(.48)

 

1.17

Total from Investment Operations

 

(.29)

 

(.34)

 

1.23

Distributions:

           

Dividends from investment income—net

 

(.23)

 

(.23)

 

-

Net asset value, end of period

 

14.63

 

15.15

 

15.72

Total Return (%)

 

(1.89)

 

(2.20)

 

8.49c

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

.91

 

.91

 

.91d

Ratio of net expenses to average net assets

 

.91

 

.91

 

.91d

Ratio of net investment income
to average net assets

 

1.44

 

.90

 

.93d

Portfolio Turnover Rate

 

16.52

 

12.49

 

2.58

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

 

1,625,626

 

1,105,489

 

1

a From July 1, 2013 (commencement of initial offering) to November 30, 2013.
b Based on average shares outstanding.
c Not annualized.
d Annualized.

See notes to financial statements.

18

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

International Stock Fund (the “fund”) is a separate diversified series of Strategic 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 ten series, including the fund. The fund’s investment objective is to seek long-term total return. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Walter Scott & Partners Limited (“Walter Scott”), a wholly-owned subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s sub-investment adviser.

MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares. The fund is authorized to issue 600 million shares of $.001 par value Common Stock. The fund currently offers four classes of shares: Class A (100 million shares authorized), Class C (100 million shares authorized), Class I (200 million shares authorized) and Class Y (200 million shares authorized). Class A shares generally are subject to a sales charge imposed at the time of purchase. Class C shares are subject to a contingent deferred sales charge (“CDSC”) imposed on Class C shares redeemed within one year of purchase. Class I and Class Y 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, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with

19

 

NOTES TO FINANCIAL STATEMENTS (continued)

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 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

20

 

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

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

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and financial 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 reflect accurately 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 Company’s Board of Directors (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 restricted securities where observable inputs are limited, assumptions about market activity and risk are used and 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.

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 November 30, 2015 in valuing the fund’s investments:

21

 

NOTES TO FINANCIAL STATEMENTS (continued)

         
 

Level 1- Unadjusted Quoted Prices

Level 2 - Other Significant Observable Inputs

Level 3- Significant Unobservable Inputs

Total

Assets ($)

Investments in Securities:

Equity Securities - Foreign Common Stocks

3,155,347,011

-

-

3,155,347,011

Mutual Funds

127,479,153

-

-

127,479,153

Rights

478,102

-

-

478,102

Liabilities ($)

Other Financial Instruments:

Forward Foreign Currency Exchange Contracts††

-

(281)

-

(281)

 See Statement of Investments for additional detailed categorizations.
†† Amount shown represents unrealized (depreciation) at period end.

At November 30, 2015, there were no transfers between levels of the fair value hierarchy.

(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.

(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.

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

22

 

in affiliated investment companies during the period ended November 30, 2015 were as follows:

           

Affiliated Investment Company

Value
11/30/2014 ($)

Purchases ($)

Sales ($)

Value 11/30/2015 ($)

Net
Assets (%)

Dreyfus Institutional Preferred Plus Money Market Fund

45,350,000

631,196,553

549,067,400

127,479,153

3.9

(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 and economic developments. 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.

(f) Dividends to shareholders: Dividends 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 sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended November 30, 2015, 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 November 30, 2015, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended November 30, 2015 remains subject to examination by the Internal Revenue Service and state taxing authorities.

23

 

NOTES TO FINANCIAL STATEMENTS (continued)

At November 30, 2015, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $41,050,051, accumulated capital losses $94,633,114 and unrealized appreciation $338,526,270.

Under the Regulated Investment Company Modernization Act of 2010 (the “2010 Act”), the fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 (“post-enactment losses”) for an unlimited period. Furthermore, post-enactment capital loss carryovers retain their character as either short-term or long-term capital losses rather than short-term as they were under previous statute. The 2010 Act requires post-enactment losses to be utilized before the utilization of losses incurred in taxable years prior to the effective date of the 2010 Act (“pre-enactment losses”). As a result of this ordering rule, pre-enactment losses may be more likely to expire unused.

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 November 30, 2015. If not applied, $598,805 of the carryover expires in fiscal year 2016, $15,114,500 expires in fiscal year 2017 and $16,297,830 expires in fiscal year 2019. The fund has $24,899,611 of post-enactment short-term capital losses and $37,722,368 of post-enactment 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 November 30, 2015 and November 30, 2014 were as follows: ordinary income $49,212,905 and $46,759,099, respectively.

During the period ended November 30, 2015, as a result of permanent book to tax differences, primarily due to the tax treatment for foreign currency gains and losses and passive foreign investment companies, the fund decreased accumulated undistributed investment income-net by $1,087,866 and increased accumulated net realized gain (loss) on investments 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 Dreyfus-managed funds in a $480 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 7, 2015, the unsecured credit facility with Citibank, N.A. was $430 million. In

24

 

connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended November 30, 2015, the fund did not borrow under the Facilities.

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

(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of .85% of the value of the fund’s average daily net assets and is payable monthly.

Pursuant to a sub-investment advisory agreement between Dreyfus and Walter Scott, Dreyfus pays Walter Scott a monthly fee at an annual percentage of the value of the fund’s average daily net assets.

During the period ended November 30, 2015, the Distributor retained $350 from commissions earned on sales of the fund’s Class A shares.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. During the period ended November 30, 2015, Class C shares were charged $156,647 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended November 30, 2015, Class A and Class C shares were charged $284,692 and $52,216, respectively, pursuant to the Shareholder Services Plan.

The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer

25

 

NOTES TO FINANCIAL STATEMENTS (continued)

agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2015, the fund was charged $19,608 for transfer agency services and $950 for cash management services. These fees are included in Shareholder servicing costs in the Statement of Operations. Cash management fees were partially offset by earnings credits of $46.

The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2015, the fund was charged $1,006,694 pursuant to the custody agreement.

During the period ended November 30, 2015, the fund was charged $11,020 for services performed by the Chief Compliance Officer and his staff.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $2,307,290, Distribution Plan fees $10,590, Shareholder Services Plan fees $21,541, custodian fees $560,000, Chief Compliance Officer fees $1,765 and transfer agency fees $4,181.

(d) Each Board member also serves as a Board member of other funds within the Dreyfus 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 forward contracts, during the period ended November 30, 2015, amounted to $535,422,326 and $620,524,359, respectively.

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

26

 

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 November 30, 2015 is discussed below.

Forward Foreign Currency Exchange Contracts: The fund enters into forward contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to settle foreign currency transactions or as a part of its investment strategy. When executing forward contracts, the fund is obligated to buy or sell a foreign currency at a specified rate on a certain date in the future. With respect to sales of forward contracts, the fund incurs a loss if the value of the contract increases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract decreases between those dates. With respect to purchases of forward contracts, the fund incurs a loss if the value of the contract decreases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract increases between those dates. Any realized or unrealized gains or losses which occurred during the period are reflected in the Statement of Operations. The fund is exposed to foreign currency risk as a result of changes in value of underlying financial instruments. The fund is also exposed to credit risk associated with counterparty nonperformance on these forward contracts, which is generally limited to the unrealized gain on each open contract. This risk may be mitigated by Master Agreements, if any, between the fund and the counterparty and the posting of collateral, if any, by the counterparty to the fund to cover the fund’s exposure to the counterparty. The following summarizes open forward contracts at November 30, 2015:

         

Forward Foreign Currency Exchange Contracts

Foreign Currency
Amounts


Proceeds ($)

Value ($)

Unrealized (Depreciation)($)

Sales:

     

National Australia Bank

     

British Pound,

       

Expiring

       

12/1/2015

100,688

151,364

151,645

(281)

Gross Unrealized Depreciation

   

(281)

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

27

 

NOTES TO FINANCIAL STATEMENTS (continued)

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 November 30, 2015, derivative assets and liabilities (by type) on a gross basis are as follows:

           

Derivative Financial Instruments:

 

Assets ($)

 

Liabilities ($)

 

Forward contracts

 

-

 

(281)

 

Total gross amount of derivative

         

assets and liabilities in the

         

Statement of Assets and Liabilities

 

-

 

(281)

 

Derivatives not subject to

         

Master Agreements

 

-

 

-

 

Total gross amount of assets

         

and liabilities subject to

         

Master Agreements

 

-

 

(281)

 

The following table presents derivative liabilities net of amounts available for offsetting under Master Agreements and net of related collateral received or pledged, if any, as of November 30, 2015:

             
             
     

Financial

     
     

Instruments

     
     

and Derivatives

     
 

Gross Amount of

 

Available

Collateral

 

Net Amount of

Counterparty

Liabilities ($)

1

for Offset ($)

Pledged ($)

 

Liabilities ($)

National Australia
Bank

(281)

 

-

-

 

(281)

             

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.

The following summarizes the average market value of derivatives outstanding during the period ended November 30, 2015:

         
       

Average Market Value ($)

Forward contracts

     

11,159,873

At November 30, 2015, the cost of investments for federal income tax purposes was $2,944,044,066; accordingly, accumulated net unrealized appreciation on investments was $339,260,200, consisting of $531,325,350 gross unrealized appreciation and $192,065,150 gross unrealized depreciation.

28

 

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors
International Stock Fund

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of International Stock Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2015, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2015 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of International Stock Fund at November 30, 2015, 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 the financial highlights for each of the indicated periods, in conformity with U.S. generally accepted accounting principles.

New York, New York
January 28, 2016

29

 

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 November 30, 2015:

—the total amount of taxes paid to foreign countries was $8,094,617

—the total amount of income sourced from foreign countries was $85,161,878.

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 2015 calendar year with Form 1099-DIV which will be mailed in early 2016.

For the fiscal year ended November 30, 2015, 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, $49,212,905 represents the maximum amount that may be considered qualified dividend income.

30

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)

At a meeting of the fund’s Board of Directors held on November 2-3, 2015, the Board considered the renewal of the fund’s Management Agreement, pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”), and the Sub-Investment Advisory Agreement (together, the “Agreements”), pursuant to which Walter Scott & Partners Limited (the “Subadviser”) provides day-to-day management of the fund’s investments. The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Subadviser. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures, as well as Dreyfus’ supervisory activities over the Subadviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Lipper, Inc. (“Lipper”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended September 30, 2015, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of

31

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Lipper as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Lipper used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. The Board discussed the results of the comparisons and noted that the fund’s total return performance was below the Performance Group and Performance Universe medians for all periods (ranking lowest in the Performance Group in three of the periods), although it was noted that the fund’s one-year performance was only three basis points below the Performance Group median. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index and noted that the fund’s performance was above the benchmark for six of the eight calendar years shown. Representatives of Dreyfus and the Subadviser discussed reasons for the fund’s underperformance and explained that the Subadviser was following its investment approach of a “buy-and-hold” strategy of investing in large (“mega”) capitalization companies considered to be of high quality.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board noted that the fund’s contractual management fee was below the Expense Group median, the fund’s actual management fee was below the Expense Group median and above the Expense Universe median and the fund’s total expenses were below the Expense Group and Expense Universe medians (lowest in the Expense Group).

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

The Board considered the fee to the Subadviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Subadviser and Dreyfus. The Board also noted the Subadviser’s fee is paid by Dreyfus (out of its fee from the fund) and not the fund.

32

 

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

The Board considered on the advice of its counsel the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements bear a reasonable relationship to the mix of services provided by Dreyfus and the Subadviser, including the nature, extent and quality of such services, and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since Dreyfus, and not the fund, pays the Subadviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Subadviser’s profitability to be relevant to its deliberations. Dreyfus representatives noted that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus and the Subadviser from acting as investment adviser and sub-investment adviser, respectively, and noted the soft dollar arrangements in effect for trading the fund’s investments.

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

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

· The Board was concerned about the fund’s relative performance, but expressed confidence in the Subadviser’s investment approach and agreed to closely monitor performance.

33

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

· The Board concluded that the fees paid to Dreyfus and the Subadviser were reasonable in light of the considerations described above.

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

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

34

 

BOARD MEMBERS INFORMATION (Unaudited)

INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (72)

Chairman of the Board (1995)

Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (1995-present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997-present)

No. of Portfolios for which Board Member Serves: 140

———————

Joni Evans (73)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Chief Executive Officer, www.wowOwow.com an online community dedicated to women’s conversations and publications (2007-present)

· Principal, Joni Evans Ltd. (publishing) (2006-present)

No. of Portfolios for which Board Member Serves: 24

———————

Ehud Houminer (75)

Board Member (1994)

Principal Occupation During Past 5 Years:

· Executive-in-Residence at the Columbia Business School, Columbia

University (1992-present)

Other Public Company Board Memberships During Past 5 Years:

·  Avnet, Inc., an electronics distributor, Director (1993-2012)

No. of Portfolios for which Board Member Serves: 61

———————

Hans C. Mautner (78)

Board Member (1984)

Principal Occupation During Past 5 Years:

· President-International Division and an Advisory Director of Simon Property Group, a

real estate investment company (1998-2010)

· Chairman and Chief Executive Officer of Simon Global Limited, a real estate company (1999-2010)

No. of Portfolios for which Board Member Serves: 24

———————

35

 

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

Robin A. Melvin (52)

Board Member (1995)

Principal Occupation During Past 5 Years:

· Co-chairman, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois; (2014-present; a board member since 2013)

· Director, Boisi Family Foundation, a private family foundation that supports

youth-serving organizations that promote the self sufficiency of youth from

disadvantaged circumstances (1995-2012)

No. of Portfolios for which Board Member Serves: 111

———————

Burton N. Wallack (65)

Board Member (2006)

Principal Occupation During Past 5 Years:

· President and Co-owner of Wallack Management Company, a real estate management

company (1987-present)

No. of Portfolios for which Board Member Serves: 24

———————

36

 

INTERESTED BOARD MEMBER

Gordon J. Davis (74)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Partner in the law firm of Venable LLP (2012-present)

· Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012)

Other Public Company Board Memberships During Past 5 Years:

· Consolidated Edison, Inc., a utility company, Director (1997-2014)

· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)

No. of Portfolios for which Board Member Serves: 60

Gordon J. Davis is deemed to be an “interested person” (as defined under the Act) of the Company as a result of his affiliation with Venable LLP, which provides legal services to the Company.

———————

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 The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.

William Hodding Carter III, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member

37

 

OFFICERS OF THE FUND (Unaudited)

BRADLEY J. SKAPYAK, President since January 2010.

Chief Operating Officer and a director of the Manager since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of the Manager and the transfer agent of the funds, since May 2011 and Executive Vice President of the Distributor since June 2007. From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of the Manager. He is an officer of 66 investment companies (comprised of 140 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since February 1988.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015

Chief Legal Officer of the Manager since June 2015; from June 2005 to June 2015, Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division, and Chief Legal Officer of Deutsche Investment Management Americas Inc. He is an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since June 2015.

JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.

Assistant General Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 52 years old and has been an employee of the Manager since February 1984.

JAMES BITETTO, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon and Secretary of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since December 1996.

JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 60 years old and has been an employee of the Manager since October 1988.

JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 54 years old and has been an employee of the Manager since June 2000.

JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since February 1991.

MAUREEN E. KANE, Vice President and Assistant Secretary since April 2015.

Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel, and from May 2009 until July 2014, Chief Compliance Officer of Century Capital Management. She is an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 53 years old and has been an employee of the Manager since July 2014.

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

Senior Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager; from August 2005 to March 2013, Associate General Counsel of Third Avenue Management. She is 40 years old and has been an employee of the Manager since March 2013.

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

Senior Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since October 1990.

JAMES WINDELS, Treasurer since November 2001.

Director – Mutual Fund Accounting of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since April 1985.

38

 

RICHARD CASSARO, Assistant Treasurer since January 2008.

Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 56 years old and has been an employee of the Manager since September 1982.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since December 2002.

Senior Accounting Manager – Fixed Income Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since November 1990.

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

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (67 investment companies, comprised of 165 portfolios). He is 58 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

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

Anti-Money Laundering Compliance Officer of the Dreyfus 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 Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor and from 2007 to December 2011, Financial Processing Manager of the Distributor. She is an officer of 62 investment companies (comprised of 160 portfolios) managed by the Manager. She is 47 years old and has been an employee of the Distributor since 1997.

39

 

NOTES

40

 

NOTES

41

 

For More Information

International Stock Fund
200 Park Avenue
New York, NY 10166

Manager
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166

Sub-Investment Adviser
Walter Scott & Partners Limited
(Walter Scott)
One Charlotte Square
Edinburgh, Scotland, UK

Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286

Transfer Agent &
Dividend Disbursing Agent
Dreyfus Transfer, Inc.
200 Park Avenue
New York, NY 10166

Distributor
MBSC Securities Corporation
200 Park Avenue
New York, NY 10166

   

Ticker Symbols:

Class A: DISAX Class C: DISCX Class I: DISRX Class Y: DISYX

Telephone Call your financial representative or 1-800-DREYFUS

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

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

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

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (phone 1-800-SEC-0330 for information).

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.dreyfus.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.

   

© 2016 MBSC Securities Corporation
6155AR1115

 


 

Global Stock Fund

     

 

ANNUAL REPORT
November 30, 2015

   
 

 

 

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

 

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

 

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

 

Contents

THE FUND

FOR MORE INFORMATION

 

Back Cover

 

       
 


Global Stock Fund

 

The Fund

A LETTER FROM THE PRESIDENT

Dear Shareholder:

We are pleased to present this annual report for Global Stock Fund, covering the 12-month period from December 1, 2014, through November 30, 2015. 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.

Financial markets proved volatile over the reporting period amid choppy U.S. and global economic growth. Employment and housing market gains helped U.S. stocks advance over the reporting period’s first half, driving some broad measures of market performance to new record highs in the spring. Although those gains were erased over the summer when global economic instability undermined investor sentiment, a renewed rally in the fall enabled most stock indices to end the reporting period in mildly positive territory. In contrast, international stocks mostly provided negative results, but developed markets fared better than emerging markets amid falling commodity prices and depreciating currency values. U.S. bonds produced modestly positive total returns overall, with municipal bonds achieving higher returns, on average, than U.S. government securities and corporate-backed bonds.

We expect market volatility to persist over the near term until investors see greater clarity regarding domestic and global economic conditions. Our investment strategists and portfolio managers are monitoring developments carefully, keeping a close watch on credit spreads, currency values, commodity prices, corporate profits, economic trends in the emerging markets, and other developments that could influence investor sentiment. Over the longer term, we remain confident that markets are likely to benefit as investors increasingly recognize that inflation is likely to stay low, economic growth expectations are stabilizing, and monetary policies remain accommodative in most regions of the world. In our view, investors will continue to be well served under these circumstances by a long-term perspective and a disciplined investment approach.

Thank you for your continued confidence and support.

Sincerely,

J. Charles Cardona
President
The Dreyfus Corporation

December 17, 2015

2

 

DISCUSSION OF FUND PERFORMANCE

For the period of December 1, 2014, through November 30, 2015, as provided by Charlie Macquaker and Roy Leckie of Walter Scott & Partners Limited (Walter Scott), Sub-investment adviser

Fund and Market Performance Overview

For the 12-month period ended November 30, 2015, Global Stock Fund’s Class A shares produced a total return of -0.13%, Class C shares returned -0.83%, Class I shares returned 0.20%, and Class Y shares returned 0.21%.1 For the same period, the fund’s benchmark, the Morgan Stanley Capital International World Index (“MSCI World Index”), produced a -0.72% total return.2

Slightly negative absolute results from global stocks for the reporting period masked heightened volatility amid falling commodity prices and shifting economic sentiment. The fund’s Class A, Class I, and Class Y shares outperformed the benchmark, mainly due to strong stock selections in the information technology, consumer discretionary, and energy sectors.

The Fund’s Investment Approach

The fund seeks long-term real returns by investing in high-quality companies that we believe are capable of sustainable growth and wealth creation over a long time horizon. The firm focuses on individual stock selection through extensive fundamental research. Candidates are initially selected for research if they meet certain broad absolute and trend criteria. Financial statements are analyzed in an effort to identify the nature of the cash generation that is looked for in any investment and to understand the variables that demonstrate robust financial health and define long-term competitive advantage. Companies meeting the financial criteria are then subjected to a detailed investigation of products, costs and pricing, competition, industry position, and outlook.

Economic Concerns Sparked Market Turmoil

The market’s slightly negative total returns overall masked heightened volatility stemming, in part, from divergent economic trends worldwide. An ongoing U.S. economic recovery and improved economic data in Europe stood in stark contrast to challenging economic conditions in the Asia/Pacific and Emerging Markets regions, resulting in varied outlooks for regional growth and a strengthening U.S. dollar against most other currencies.

Global equities during the reporting period suffered several short-lived sell-offs due to falling commodity prices, a Greek debt crisis, and a currency devaluation in China. At other times, investors responded positively to strengthening U.S. labor markets, aggressive monetary easing in Europe, and improved corporate governance in Japan. Consequently, stocks in the United States, Japan, and Europe generally outperformed market averages, while commodity-dependent countries such as Australia and Canada lagged.

Fund Strategies Buoyed Relative Performance

The fund’s focus on companies capable of sustainable wealth generation, even in times of uncertainty, helped it outpace its benchmark. The fund fared especially well during heightened market volatility over the reporting period’s second half.

3

 

DISCUSSION OF FUND PERFORMANCE (continued)

The fund particularly benefited from overweighted exposure to the information technology sector. Successful stock selections included software developer Adobe Systems, where a change to a cloud- and subscription-based business model produced strong financial results. An overweighted position in the consumer discretionary sector also bolstered relative performance, led by athletic footwear maker NIKE, which reported a robust sales increase in China and has controlled costs while maintaining its reputation for innovation. European apparel retailer Inditex gained value after posting same-store sales growth, and specialty coffee seller Starbucks generated higher earnings as it expanded its global footprint and reinforced its digital brand.

Although energy companies were hit hard by declining commodity prices, the fund cushioned the sector’s weakness by focusing on high-quality, resilient businesses with strong balance sheets, such as Schlumberger and EOG Resources. Moreover, natural gas company BG Group advanced sharply after receiving a takeover offer, prompting its sale from the portfolio at an attractive price. From a country perspective, the fund delivered above-average results in Europe, Canada, the United Kingdom, and the United States.

Disappointments during the reporting period were concentrated in the industrials sector. For example, Japanese machinery producer Komatsu was hurt by reduced mining activity and sluggish demand in China. Holdings in the financials sector also lagged market averages, as banks with significant exposure to Asian emerging markets, such as Standard Chartered and DBS Group Holdings, were hurt by the region’s economic woes. In the consumer staples sector, U.S. retailing giant Wal-Mart Stores encountered competitive pressures and higher costs related to wages, environmental initiatives, and its e-commerce platform. Finally, the fund’s lack of investment in internet retailer Amazon.com weighed on relative performance. Regions that detracted from performance during the reporting period included Japan and the emerging markets.

A Long-Term, Selective Approach

Although times of global economic instability and volatile markets can be painful over the near term, we believe that over the longer term they can separate strong companies from the weak and good management teams from the bad. In our judgment, our long-term, selective approach can help investors participate in the growth of superior businesses with long-term vision, differentiated customer propositions, and robust financial structures. As of the reporting period’s end, we have identified an ample number of attractive opportunities in the information technology, health care, and consumer discretionary sectors, but relatively few in the financials, industrials, and consumer staples sectors.

December 17, 2015

Please note, the position in any security highlighted with italicized typeface was sold during the reporting period.

Equity funds 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.

Investing internationally involves special risks, including changes in currency exchange rates, political, economic, and social instability, a lack of comprehensive company information, differing auditing and legal standards, and less market liquidity. These risks generally are greater with emerging market countries than with more economically and politically established foreign countries.

1 Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price, yield, and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.

4

 

2 SOURCE: Lipper Inc. -- Reflects reinvestment of net dividends and, where applicable, capital gain distributions. The Morgan Stanley Capital International (MSCI) World Index is an unmanaged index of global stock market performance, including the United States, Canada, Europe, Australia, New Zealand, and the Far East. Investors cannot invest directly in any index.

5

 

FUND PERFORMANCE

Comparison of change in value of $10,000 investment in Global Stock Fund Class A shares, Class C shares, Class I shares and Class Y shares and the Morgan Stanley Capital International World Index

 Source: Lipper Inc.
†† The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.

Past performance is not predictive of future performance.

The above graph compares a $10,000 investment made in each of the Class A, Class C, Class I and Class Y shares of Global Stock Fund on 12/29/06 (inception date) to a $10,000 investment made in the Morgan Stanley Capital International World Index (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 the maximum initial sales charge on Class A shares and all other applicable fees and expenses on all classes. The Index is an unmanaged index of global stock market performance, including the United States, Canada, Australia, New Zealand and the Far East and includes net dividends reinvested. 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 11/30/15

 

Inception
Date

1 Year

5 Years

From
Inception

         

Class A shares

       

with maximum sales charge (5.75%)

12/29/06

-5.86%

7.27%

5.32%

without sales charge

12/29/06

-0.13%

8.54%

6.10%

Class C shares

       

with applicable redemption charge

12/29/06

-1.81%

7.70%

5.29%

without redemption

12/29/06

-0.83%

7.70%

5.29%

Class I shares

12/29/06

0.20%

8.89%

6.45%

Class Y shares

7/1/13

0.21%

8.97%††

6.32%††

Morgan Stanley Capital International World Index

12/31/06

-0.72%

9.52%

3.66%†††

Past performance is not predictive of future performance. 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. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.

 The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.
†† The total return performance figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
††† For comparative purposes, the value of the Index as of 12/31/06 is used as the beginning value on 12/29/06.

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 Global Stock Fund from June 1, 2015 to November 30, 2015. 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

assuming actual returns for the six months ended November 30, 2015

 
 

Class A

Class C

Class I

Class Y

Expenses paid per $1,000

$ 6.06

$ 9.84

$ 4.49

$ 4.44

Ending value (after expenses)

$965.80

$961.90

$967.30

$967.20

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 November 30, 2015

 
 

Class A

Class C

Class I

Class Y

Expenses paid per $1,000

$ 6.23

$ 10.10

$ 4.61

$ 4.56

Ending value (after expenses)

$1,018.90

$1,015.04

$1,020.51

$1,020.56

 Expenses are equal to the fund’s annualized expense ratio of 1.23% for Class A, 2.00% for Class C, .91% for Class I and .90% for Class Y, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

8

 

STATEMENT OF INVESTMENTS
November 30, 2015

           
 

Common Stocks - 96.9%

 

Shares

 

Value ($)

 

Australia - 2.1%

         

CSL

 

344,600

 

24,948,946

 

Canada - .9%

         

Suncor Energy

 

418,900

 

11,574,683

 

China - 2.0%

         

CNOOC

 

21,769,000

 

24,089,666

 

Denmark - 2.0%

         

Novo Nordisk, Cl. B

 

439,000

 

24,184,930

 

France - 5.6%

         

Essilor International

 

182,000

 

23,757,607

 

L'Oreal

 

131,600

 

23,303,356

 

LVMH Moet Hennessy Louis Vuitton

 

125,400

 

21,032,933

 
       

68,093,896

 

Hong Kong - 6.6%

         

AIA Group

 

3,909,600

 

23,346,314

 

China Mobile

 

2,016,500

 

22,912,852

 

CLP Holdings

 

1,301,000

 

10,873,198

 

Hong Kong & China Gas

 

11,725,694

 

23,017,503

 
       

80,149,867

 

Japan - 11.2%

         

Denso

 

512,700

 

24,460,496

 

FANUC

 

131,500

 

23,415,760

 

Honda Motor

 

727,400

 

23,647,886

 

Keyence

 

42,657

 

23,120,025

 

Komatsu

 

1,098,400

 

18,166,876

 

Shin-Etsu Chemical

 

404,500

 

22,880,045

 
       

135,691,088

 

Singapore - 1.9%

         

DBS Group Holdings

 

1,961,269

 

22,942,071

 

Spain - 2.0%

         

Inditex

 

666,700

 

23,991,846

 

Sweden - 1.9%

         

Hennes & Mauritz, Cl. B

 

636,700

 

23,615,819

 

Switzerland - 10.0%

         

Nestle

 

320,400

 

23,776,585

 

Novartis

 

270,000

 

23,080,624

 

Roche Holding

 

88,900

 

23,805,171

 

SGS

 

7,800

 

14,919,959

 

9

 

STATEMENT OF INVESTMENTS (continued)

           
 

Common Stocks - 96.9% (continued)

 

Shares

 

Value ($)

 

Switzerland - 10.0% (continued)

         

Swatch Group-BR

 

34,100

 

11,991,427

 

Syngenta

 

64,800

 

23,889,430

 
       

121,463,196

 

Taiwan - 2.0%

         

Taiwan Semiconductor Manufacturing, ADR

 

1,050,600

 

23,911,656

 

United Kingdom - 4.4%

         

Compass Group

 

1,506,900

 

26,190,379

 

Reckitt Benckiser Group

 

246,200

 

23,100,833

 

Standard Chartered

 

448,463

 

3,763,477

 
       

53,054,689

 

United States - 44.3%

         

Adobe Systems

 

261,600

a

23,925,936

 

Alphabet, Cl. C

 

32,197

a

23,909,492

 

Amphenol, Cl. A

 

405,600

 

22,328,280

 

Automatic Data Processing

 

271,400

 

23,410,964

 

C.R. Bard

 

125,200

 

23,389,864

 

Cisco Systems

 

876,500

 

23,884,625

 

Cognizant Technology Solutions, Cl. A

 

356,500

a

23,022,770

 

Colgate-Palmolive

 

358,100

 

23,520,008

 

EOG Resources

 

276,900

 

23,101,767

 

Fastenal

 

381,900

 

15,497,502

 

Gilead Sciences

 

226,200

 

23,968,152

 

Intuitive Surgical

 

46,900

a

24,388,938

 

Johnson & Johnson

 

232,000

 

23,487,680

 

MasterCard Cl. A

 

238,900

 

23,393,088

 

Microsoft

 

436,700

 

23,734,645

 

NIKE, Cl. B

 

190,200

 

25,159,656

 

Oracle

 

616,000

 

24,005,520

 

Praxair

 

202,500

 

22,842,000

 

Schlumberger

 

299,800

 

23,129,570

 

Starbucks

 

387,016

 

23,758,912

 

Stryker

 

242,900

 

23,430,134

 

The TJX Companies

 

357,700

 

25,253,620

 

W.W. Grainger

 

118,400

 

23,743,936

 
       

536,287,059

 

Total Common Stocks (cost $854,709,521)

     

1,173,999,412

 

10

 

           
 

Rights - .0%

 

Number of Rights

 

Value ($)

 

United Kingdom - .0%

         

Standard Chartered
(cost $513,605)

 

155,854

a

213,605

 

Other Investment - 2.9%

 

Shares

 

Value ($)

 

Registered Investment Company;

         

Dreyfus Institutional Preferred Plus Money Market Fund
(cost $34,331,934)

 

34,331,934

b

34,331,934

 

Total Investments (cost $889,555,060)

 

99.8%

 

1,208,544,951

 

Cash and Receivables (Net)

 

0.2%

 

2,711,683

 

Net Assets

 

100.0%

 

1,211,256,634

 

ADR—American Depository Receipt
BR—Bearer Certificate

aNon-income producing security.
bInvestment in affiliated money market mutual fund.

   

Portfolio Summary (Unaudited)

Value (%)

Information Technology

21.3

Health Care

19.7

Consumer Discretionary

18.9

Industrials

7.9

Consumer Staples

7.7

Energy

6.8

Materials

5.7

Financials

4.2

Money Market Investment

2.9

Utilities

2.8

Telecommunication Services

1.9

 

99.8

 Based on net assets.

See notes to financial statements.

11

 

STATEMENT OF ASSETS AND LIABILITIES
November 30, 2015

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments:

 

 

 

 

Unaffiliated issuers

 

855,223,126

 

1,174,213,017

 

Affiliated issuers

 

34,331,934

 

34,331,934

 

Cash

 

 

 

 

101,352

 

Cash denominated in foreign currency

 

 

426,327

 

425,417

 

Dividends and interest receivable

 

 

 

 

3,243,424

 

Receivable for investment securities sold

 

 

 

 

574,107

 

Receivable for shares of Common Stock subscribed

 

 

 

 

36,385

 

Prepaid expenses

 

 

 

 

60,161

 

 

 

 

 

 

1,212,985,797

 

Liabilities ($):

 

 

 

 

Due to The Dreyfus Corporation and affiliates—Note 3(c)

 

 

 

 

1,256,416

 

Payable for shares of Common Stock redeemed

 

 

 

 

315,984

 

Interest payable—Note 2

 

 

 

 

22,033

 

Unrealized depreciation on forward foreign
currency exchange contracts—Note 4

 

 

 

 

125

 

Accrued expenses

 

 

 

 

134,605

 

 

 

 

 

 

1,729,163

 

Net Assets ($)

 

 

1,211,256,634

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

779,945,714

 

Accumulated undistributed investment income—net

 

 

 

 

15,686,051

 

Accumulated net realized gain (loss) on investments

 

 

 

 

96,825,437

 

Accumulated net unrealized appreciation (depreciation)
on investments and foreign currency transactions

 

 

 

 

318,799,432

 

Net Assets ($)

 

 

1,211,256,634

 

 

           

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

43,698,359

16,303,380

809,432,162

341,822,733

 

Shares Outstanding

2,341,639

896,873

42,770,804

18,081,803

 

Net Asset Value Per Share ($)

18.66

18.18

18.92

18.90

 

See notes to financial statements.

12

 

STATEMENT OF OPERATIONS
Year Ended November 30, 2015

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Interest

 

 

988

 

Cash dividends (net of $2,751,057 foreign taxes withheld at source):

 

 

 

 

Unaffiliated issuers

 

 

35,338,122

 

Affiliated issuers

 

 

34,384

 

Total Income

 

 

35,373,494

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

15,416,981

 

Custodian fees—Note 3(c)

 

 

437,029

 

Shareholder servicing costs—Note 3(c)

 

 

366,158

 

Directors’ fees and expenses—Note 3(d)

 

 

139,798

 

Distribution fees—Note 3(b)

 

 

135,796

 

Professional fees

 

 

85,268

 

Registration fees

 

 

64,420

 

Interest expense—Note 2

 

 

57,029

 

Prospectus and shareholders’ reports

 

 

23,155

 

Loan commitment fees—Note 2

 

 

20,466

 

Miscellaneous

 

 

62,602

 

Total Expenses

 

 

16,808,702

 

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

 

 

(24)

 

Net Expenses

 

 

16,808,678

 

Investment Income—Net

 

 

18,564,816

 

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

 

 

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

96,703,300

 

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

(329,041)

 

Net Realized Gain (Loss)

 

 

96,374,259

 

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

 

 

(117,034,607)

 

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

 

 

(125)

 

Net Unrealized Appreciation (Depreciation)

 

 

(117,034,732)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

(20,660,473)

 

Net (Decrease) in Net Assets Resulting from Operations

 

(2,095,657)

 

See notes to financial statements.

13

 

STATEMENT OF CHANGES IN NET ASSETS

                   
                   

 

 

 

 

Year Ended November 30,

 

 

 

 

2015

 

 

 

2014

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

18,564,816

 

 

 

18,645,079

 

Net realized gain (loss) on investments

 

96,374,259

 

 

 

11,021,250

 

Net unrealized appreciation (depreciation)
on investments

 

(117,034,732)

 

 

 

77,170,067

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

(2,095,657)

 

 

 

106,836,396

 

Dividends to Shareholders from ($):

 

 

 

 

 

 

 

 

Investment income—net:

 

 

 

 

 

 

 

 

Class A

 

 

(363,489)

 

 

 

(512,902)

 

Class I

 

 

(15,456,826)

 

 

 

(13,098,083)

 

Class Y

 

 

(5,037,940)

 

 

 

(142,507)

 

Net realized gain on investments:

 

 

 

 

 

 

 

 

Class A

 

 

(252,406)

 

 

 

-

 

Class C

 

 

(99,330)

 

 

 

-

 

Class I

 

 

(6,528,723)

 

 

 

-

 

Class Y

 

 

(2,107,437)

 

 

 

-

 

Total Dividends

 

 

(29,846,151)

 

 

 

(13,753,492)

 

Capital Stock Transactions ($):

 

 

 

 

 

 

 

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

3,042,493

 

 

 

10,604,219

 

Class C

 

 

529,851

 

 

 

1,187,078

 

Class I

 

 

129,886,552

 

 

 

442,939,658

 

Class Y

 

 

23,210,988

 

 

 

461,633,983

 

Dividends reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

593,048

 

 

 

486,350

 

Class C

 

 

73,742

 

 

 

-

 

Class I

 

 

21,539,427

 

 

 

10,562,290

 

Class Y

 

 

3,565,667

 

 

 

142,498

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(14,834,842)

 

 

 

(48,160,329)

 

Class C

 

 

(5,220,553)

 

 

 

(4,523,033)

 

Class I

 

 

(789,917,460)

 

 

 

(633,636,703)

 

Class Y

 

 

(146,142,788)

 

 

 

(20,771,111)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

(773,673,875)

 

 

 

220,464,900

 

Total Increase (Decrease) in Net Assets

(805,615,683)

 

 

 

313,547,804

 

Net Assets ($):

 

 

 

 

 

 

 

 

Beginning of Period

 

 

2,016,872,317

 

 

 

1,703,324,513

 

End of Period

 

 

1,211,256,634

 

 

 

2,016,872,317

 

Undistributed investment income—net

15,686,051

 

 

 

18,708,072

 

14

 

                   

 

 

 

 

Year Ended November 30,

 

 

 

 

2015

 

 

 

2014

 

Capital Share Transactions (Shares):

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

Shares sold

 

 

164,050

 

 

 

588,683

 

Shares issued for dividends reinvested

 

 

32,284

 

 

 

26,870

 

Shares redeemed

 

 

(801,721)

 

 

 

(2,608,164)

 

Net Increase (Decrease) in Shares Outstanding

(605,387)

 

 

 

(1,992,611)

 

Class C

 

 

 

 

 

 

 

 

Shares sold

 

 

28,867

 

 

 

68,010

 

Shares issued for dividends reinvested

 

 

4,092

 

 

 

-

 

Shares redeemed

 

 

(287,961)

 

 

 

(253,264)

 

Net Increase (Decrease) in Shares Outstanding

(255,002)

 

 

 

(185,254)

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

6,814,978

 

 

 

24,005,242

 

Shares issued for dividends reinvested

 

 

1,159,280

 

 

 

576,544

 

Shares redeemed

 

 

(41,863,430)

 

 

 

(33,673,734)

 

Net Increase (Decrease) in Shares Outstanding

(33,889,172)

 

 

 

(9,091,948)

 

Class Ya

 

 

 

 

 

 

 

 

Shares sold

 

 

1,240,691

 

 

 

24,357,908

 

Shares issued for dividends reinvested

 

 

192,219

 

 

 

7,783

 

Shares redeemed

 

 

(7,873,294)

 

 

 

(1,110,597)

 

Net Increase (Decrease) in Shares Outstanding

(6,440,384)

 

 

 

23,255,094

 

                   

During the period ended November 30, 2014, 22,262,630 Class I shares representing $423,212,595 were exchanged for 22,286,077 Class Y shares.

 

See notes to financial statements.

15

 

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 November 30,

Class A Shares

 

2015

2014

2013

2012

2011

Per Share Data ($):

           

Net asset value, beginning of period

 

18.89

18.02

15.02

13.51

12.99

Investment Operations:

           

Investment income—neta

 

.13

.14

.13

.11

.11

Net realized and unrealized
gain (loss) on investments

 

(.14)

.83

2.95

1.62

.52

Total from Investment Operations

 

(.01)

.97

3.08

1.73

.63

Distributions:

           

Dividends from investment income—net

 

(.13)

(.10)

(.08)

(.10)

(.07)

Dividends from net realized
gain on investments

 

(.09)

-

-

(.12)

(.04)

Total Distributions

 

(.22)

(.10)

(.08)

(.22)

(.11)

Net asset value, end of period

 

18.66

18.89

18.02

15.02

13.51

Total Return (%)b

 

(.13)

5.49

20.60

13.08

4.86

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

1.23

1.23

1.24

1.28

1.27

Ratio of net expenses to average net assets

 

1.23

1.23

1.24

1.28

1.27

Ratio of net investment income
to average net assets

 

.71

.76

.76

.80

.80

Portfolio Turnover Rate

 

10.82

7.05

6.39

6.05

8.54

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

 

43,698

55,682

89,024

61,806

48,872

a Based on average shares outstanding.
b Exclusive of sales charge.

See notes to financial statements.

16

 

             
       
 

Year Ended November 30,

Class C Shares

 

2015

2014

2013

2012

2011

Per Share Data ($):

           

Net asset value, beginning of period

 

18.42

17.61

14.71

13.24

12.78

Investment Operations:

           

Investment income (loss)—neta

 

(.01)

(.01)

.00b

.01

.01

Net realized and unrealized
gain (loss) on investments

 

(.14)

.82

2.90

1.59

.50

Total from Investment Operations

 

(.15)

.81

2.90

1.60

.51

Distributions:

           

Dividends from investment income—net

 

-

-

-

(.01)

(.01)

Dividends from net realized
gain on investments

 

(.09)

-

-

(.12)

(.04)

Total Distributions

 

(.09)

-

-

(.13)

(.05)

Net asset value, end of period

 

18.18

18.42

17.61

14.71

13.24

Total Return (%)c

 

(.83)

4.60

19.72

12.21

4.01

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

1.99

2.00

2.01

2.05

2.03

Ratio of net expenses to average net assets

 

1.99

2.00

2.01

2.05

2.03

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

 

(.07)

(.05)

.00d

.05

.05

Portfolio Turnover Rate

 

10.82

7.05

6.39

6.05

8.54

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

 

16,303

21,221

23,543

15,883

13,872

a Based on average shares outstanding.
b Amount represents less than $.01 per share.
c Exclusive of sales charge.
d Amount represents less than .01%.

See notes to financial statements.

17

 

FINANCIAL HIGHLIGHTS (continued)

                   
             
 

Year Ended November 30,

Class I Shares

 

2015

2014

2013

2012

2011

Per Share Data ($):

           

Net asset value, beginning of period

 

19.18

18.28

15.24

13.70

13.15

Investment Operations:

           

Investment income—neta

 

.20

.20

.19

.16

.16

Net realized and unrealized
gain (loss) on investments

 

(.16)

.85

2.98

1.64

.53

Total from Investment Operations

 

.04

1.05

3.17

1.80

.69

Distributions:

           

Dividends from investment income—net

 

(.21)

(.15)

(.13)

(.14)

(.10)

Dividends from net realized
gain on investments

 

(.09)

-

-

(.12)

(.04)

Total Distributions

 

(.30)

(.15)

(.13)

(.26)

(.14)

Net asset value, end of period

 

18.92

19.18

18.28

15.24

13.70

Total Return (%)

 

.20

5.80

20.93

13.49

5.23

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

.91

.91

.91

.93

.93

Ratio of net expenses to average net assets

 

.91

.91

.91

.93

.93

Ratio of net investment income
to average net assets

 

1.05

1.06

1.12

1.14

1.13

Portfolio Turnover Rate

 

10.82

7.05

6.39

6.05

8.54

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

 

809,432

1,470,169

1,567,608

668,063

472,646

a Based on average shares outstanding.

See notes to financial statements.

18

 

                   
             
 

Year Ended November 30,

Class Y Shares

 

2015

 

2014

 

2013a

Per Share Data ($):

           

Net asset value, beginning of period

 

19.16

 

18.27

 

16.40

Investment Operations:

           

Investment income—netb

 

.19

 

.14

 

.01

Net realized and unrealized
gain (loss) on investments

 

(.15)

 

.90

 

1.86

Total from Investment Operations

 

.04

 

1.04

 

1.87

Distributions:

           

Dividends from investment income—net

 

(.21)

 

(.15)

 

-

Dividends from net realized
gain on investments

 

(.09)

 

-

 

-

Total Distributions

 

(.30)

 

(.15)

 

-

Net asset value, end of period

 

18.90

 

19.16

 

18.27

Total Return (%)

 

.21

 

5.75

 

11.40c

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

.90

 

.90

 

.90d

Ratio of net expenses to average net assets

 

.90

 

.90

 

.90d

Ratio of net investment income
to average net assets

 

1.03

 

.74

 

.83d

Portfolio Turnover Rate

 

10.82

 

7.05

 

6.39

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

 

341,823

 

469,801

 

23,149

a From July 1, 2013 (commencement of initial offering) to November 30, 2013.
b Based on average shares outstanding.
c Not annualized.
d Annualized.

See notes to financial statements.

19

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Global Stock Fund (the “fund”) is a separate diversified series of Strategic 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 ten series, including the fund. The fund’s investment objective is to seek long-term total return. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Effective January 4, 2016, the fund was re-opened to new investors. Walter Scott & Partners Limited (“Walter Scott”), a wholly-owned subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s sub-investment adviser.

MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares. The fund is authorized to issue 500 million shares of $.001 par value Common Stock. The fund currently offers four classes of shares: Class A (100 million shares authorized), Class C (100 million shares authorized), Class I (200 million shares authorized) and Class Y (100 million shares authorized). Class A shares generally are subject to a sales charge imposed at the time of purchase. Class C shares are subject to a contingent deferred sales charge (“CDSC”) imposed on Class C shares redeemed within one year of purchase. Class I and Class Y 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, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

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

20

 

registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

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

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

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

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

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

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

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

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 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

21

 

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and financial 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 reflect accurately 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 Company’s Board of Directors (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 restricted securities where observable inputs are limited, assumptions about market activity and risk are used and 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.

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.

22

 

The following is a summary of the inputs used as of November 30, 2015 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 - Domestic Common Stocks

536,287,059

-

-

536,287,059

Equity Securities - Foreign Common Stocks

637,712,353

-

-

637,712,353

Mutual Funds

34,331,934

-

-

34,331,934

Rights

213,605

-

-

213,605

Liabilities ($)

Other Financial Instruments:

Forward Foreign Currency Exchange Contracts††

-

(125)

-

(125)

 See Statement of Investments for additional detailed categorizations.
†† Amount shown represents unrealized (depreciation) at period end.

At November 30, 2015, there were no transfers between levels of the fair value hierarchy.

(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.

(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

23

 

NOTES TO FINANCIAL STATEMENTS (continued)

amortization of premium on investments, is recognized on the accrual basis.

(d) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” under the Act. Investments in affiliated investment companies during the period ended November 30, 2015 were as follows:

           

Affiliated Investment Company

Value
11/30/2014 ($)

Purchases ($)

Sales ($)

Value 11/30/2015 ($)

Net
Assets (%)

Dreyfus Institutional Preferred Plus Money Market Fund

31,510,000

464,074,956

461,253,022

34,331,934

2.9

(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 and economic developments. 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.

(f) Dividends to shareholders: Dividends 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 sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended November 30, 2015, 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

24

 

tax expense in the Statement of Operations. During the period ended November 30, 2015, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended November 30, 2015 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At November 30, 2015, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $23,334,377, undistributed capital gains $89,434,414 and unrealized appreciation $318,542,129.

The tax character of distributions paid to shareholders during the fiscal periods ended November 30, 2015 and November 30, 2014 were as follows: ordinary income $24,906,950 and $13,753,492, and long-term capital gains $4,939,201 and $0, respectively.

During the period ended November 30, 2015, as a result of permanent book to tax differences, primarily due to the tax treatment for foreign currency gains and losses, the fund decreased accumulated undistributed investment income-net by $728,582 and increased accumulated net realized gain (loss) on investments 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 Dreyfus-managed funds in a $480 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 7, 2015, the unsecured credit facility with Citibank, N.A. was $430 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each 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 November 30, 2015, was approximately $5,080,500 with a related weighted average annualized interest rate of 1.12%.

25

 

NOTES TO FINANCIAL STATEMENTS (continued)

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

(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of .85% of the value of the fund’s average daily net assets and is payable monthly.

Pursuant to a sub-investment advisory agreement between Dreyfus and Walter Scott, Dreyfus pays Walter Scott a monthly fee at an annual percentage of the value of the fund’s average daily net assets.

During the period ended November 30, 2015, the Distributor retained $425 from commissions earned on sales of the fund’s Class A shares and $379 from CDSCs on redemptions of the fund’s Class C shares.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. During the period ended November 30, 2015, Class C shares were charged $135,796 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended November 30, 2015, Class A and Class C shares were charged $125,659 and $45,265, respectively, pursuant to the Shareholder Services Plan.

The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2015, the fund was

26

 

charged $10,622 for transfer agency services and $506 for cash management services. These fees are included in Shareholder servicing costs in the Statement of Operations. Cash management fees were partially offset by earnings credits of $24.

The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2015, the fund was charged $437,029 pursuant to the custody agreement.

During the period ended November 30, 2015, the fund was charged $11,020 for services performed by the Chief Compliance Officer and his staff.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $978,097, Distribution Plan fees $10,120, Shareholder Services Plan fees $12,430, custodian fees $252,037, Chief Compliance Officer fees $1,765 and transfer agency fees $1,967.

(d) Each Board member also serves as a Board member of other funds within the Dreyfus 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 forward contracts, during the period ended November 30, 2015, amounted to $190,113,931 and $978,064,834, respectively.

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. The fund enters into International Swaps and Derivatives Association, Inc. Master Agreements or similar agreements (collectively, “Master Agreements”) with its over-the-counter (“OTC”) derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under a Master Agreement, the fund may offset with the counterparty certain derivative financial instrument’s 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 November 30, 2015 is discussed below.

27

 

NOTES TO FINANCIAL STATEMENTS (continued)

Forward Foreign Currency Exchange Contracts: The fund enters into forward contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to settle foreign currency transactions or as a part of its investment strategy. When executing forward contracts, the fund is obligated to buy or sell a foreign currency at a specified rate on a certain date in the future. With respect to sales of forward contracts, the fund incurs a loss if the value of the contract increases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract decreases between those dates. With respect to purchases of forward contracts, the fund incurs a loss if the value of the contract decreases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract increases between those dates. Any realized or unrealized gains or losses which occurred during the period are reflected in the Statement of Operations. The fund is exposed to foreign currency risk as a result of changes in value of underlying financial instruments. The fund is also exposed to credit risk associated with counterparty nonperformance on these forward contracts, which is generally limited to the unrealized gain on each open contract. This risk may be mitigated by Master Agreements, if any, between the fund and the counterparty and the posting of collateral, if any, by the counterparty to the fund to cover the fund’s exposure to the counterparty. The following summarizes open forward contracts at November 30, 2015:

         

Forward Foreign Currency Exchange Contracts

Foreign Currency
Amounts


Proceeds ($)

Value ($)

Unrealized (Depreciation)($)

Sales:

     

National Australia Bank

     

British Pound,

       

Expiring

       

12/1/2015

44,985

67,626

67,751

(125)

Gross Unrealized Depreciation

   

(125)

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

28

 

derivative assets and derivative liabilities that are subject to Master Agreements in the Statement of Assets and Liabilities.

At November 30, 2015, derivative assets and liabilities (by type) on a gross basis are as follows:

           

Derivative Financial Instruments:

 

Assets ($)

 

Liabilities ($)

 

Forward contracts

 

-

 

(125)

 

Total gross amount of derivative

         

assets and liabilities in the

         

Statement of Assets and Liabilities

 

-

 

(125)

 

Derivatives not subject to

         

Master Agreements

 

-

 

-

 

Total gross amount of assets

         

and liabilities subject to

         

Master Agreements

 

-

 

(125)

 

The following table presents derivative liabilities net of amounts available for offsetting under Master Agreements and net of related collateral received or pledged, if any, as of November 30, 2015:

             
             
     

Financial

     
     

Instruments

     
     

and Derivatives

     
 

Gross Amount of

 

Available

Collateral

 

Net Amount of

Counterparty

Liabilities ($)

1

for Offset ($)

Pledged ($)

 

Liabilities ($)

National Australia
Bank

(125)

 

-

-

 

(125)

             

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.

The following summarizes the average market value of derivatives outstanding during the period ended November 30, 2015:

         
       

Average Market Value ($)

Forward contracts

     

1,042,158

At November 30, 2015, the cost of investments for federal income tax purposes was $889,812,363; accordingly, accumulated net unrealized appreciation on investments was $318,732,588, consisting of $359,640,967 gross unrealized appreciation and $40,908,379 gross unrealized depreciation.

29

 

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors
Global Stock Fund

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Global Stock Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2015, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2015 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Global Stock Fund at November 30, 2015, 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 the financial highlights for each of the indicated periods, in conformity with U.S. generally accepted accounting principles.

New York, New York
January 28, 2016

30

 

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 November 30, 2015:

- the total amount of taxes paid to foreign countries was $2,751,057

- the total amount of income sourced from foreign countries was $25,781,196.

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 2015 calendar year with Form 1099-DIV which will be mailed in early 2016. For the fiscal year ended November 30, 2015, 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, $24,906,950 represents the maximum amount that may be considered qualified dividend income. Also, the fund hereby reports $.0391 per share as a short-term capital gain distribution and $.0477 per share as a long-term capital gain distribution paid on December 31, 2014.

31

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)

At a meeting of the fund’s Board of Directors held on November 2-3, 2015, the Board considered the renewal of the fund’s Management Agreement, pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”), and the Sub-Investment Advisory Agreement (together, the “Agreements”), pursuant to which Walter Scott & Partners Limited (the “Subadviser”) provides day-to-day management of the fund’s investments. The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Subadviser. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures, as well as Dreyfus’ supervisory activities over the Subadviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Lipper, Inc. (“Lipper”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended September 30, 2015, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of

32

 

comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Lipper as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Lipper used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. The Board discussed the results of the comparisons and noted that the fund’s total return performance was below the Performance Group and Performance Universe medians for all periods (ranking lowest in the Performance Group in two of the periods). Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index and noted that the fund’s performance was above the benchmark for five of the eight calendar years shown. Representatives of Dreyfus and the Subadviser discussed reasons for the fund’s underperformance and explained that the Subadviser was following its investment approach of a “buy-and-hold” strategy of investing in large (“mega”) capitalization companies considered to be of high quality.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board noted that the fund’s contractual management fee was above the Expense Group median, the fund’s actual management fee was below the Expense Group median and at the Expense Universe median and the fund’s total expenses were below the Expense Group and Expense Universe medians.

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

The Board considered the fee to the Subadviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Subadviser and Dreyfus. The Board also noted the Subadviser’s fee is paid by Dreyfus (out of its fee from the fund) and not the fund.

Analysis of Profitability and Economies of Scale. Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and its affiliates and the resulting

33

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

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

The Board considered on the advice of its counsel the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements bear a reasonable relationship to the mix of services provided by Dreyfus and the Subadviser, including the nature, extent and quality of such services, and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since Dreyfus, and not the fund, pays the Subadviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Subadviser’s profitability to be relevant to its deliberations. Dreyfus representatives noted that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus and the Subadviser from acting as investment adviser and sub-investment adviser, respectively, and noted the soft dollar arrangements in effect for trading the fund’s investments.

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

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

· The Board was concerned about the fund’s relative performance, but expressed confidence in the Subadviser’s investment approach and agreed to closely monitor performance.

· The Board concluded that the fees paid to Dreyfus and the Subadviser were reasonable in light of the considerations described above.

34

 

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

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

35

 

BOARD MEMBERS INFORMATION (Unaudited)

INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (72)

Chairman of the Board (1995)

Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (1995-present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997-present)

No. of Portfolios for which Board Member Serves: 140

———————

Joni Evans (73)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Chief Executive Officer, www.wowOwow.com an online community dedicated to women’s conversations and publications (2007-present)

· Principal, Joni Evans Ltd. (publishing) (2006-present)

No. of Portfolios for which Board Member Serves: 24

———————

Ehud Houminer (75)

Board Member (1994)

Principal Occupation During Past 5 Years:

· Executive-in-Residence at the Columbia Business School, Columbia

University (1992-present)

Other Public Company Board Memberships During Past 5 Years:

·  Avnet, Inc., an electronics distributor, Director (1993-2012)

No. of Portfolios for which Board Member Serves: 61

———————

Hans C. Mautner (78)

Board Member (1984)

Principal Occupation During Past 5 Years:

· President-International Division and an Advisory Director of Simon Property Group, a

real estate investment company (1998-2010)

· Chairman and Chief Executive Officer of Simon Global Limited, a real estate company (1999-2010)

No. of Portfolios for which Board Member Serves: 24

———————

36

 

Robin A. Melvin (52)

Board Member (1995)

Principal Occupation During Past 5 Years:

· Co-chairman, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois; (2014-present; a board member since 2013)

· Director, Boisi Family Foundation, a private family foundation that supports

youth-serving organizations that promote the self sufficiency of youth from

disadvantaged circumstances (1995-2012)

No. of Portfolios for which Board Member Serves: 111

———————

Burton N. Wallack (65)

Board Member (2006)

Principal Occupation During Past 5 Years:

· President and Co-owner of Wallack Management Company, a real estate management

company (1987-present)

No. of Portfolios for which Board Member Serves: 24

———————

37

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)
INTERESTED BOARD MEMBER

Gordon J. Davis (74)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Partner in the law firm of Venable LLP (2012-present)

· Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012)

Other Public Company Board Memberships During Past 5 Years:

· Consolidated Edison, Inc., a utility company, Director (1997-2014)

· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)

No. of Portfolios for which Board Member Serves: 60

Gordon J. Davis is deemed to be an “interested person” (as defined under the Act) of the Company as a result of his affiliation with Venable LLP, which provides legal services to the Company.

———————

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 The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.

William Hodding Carter III, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member

38

 

OFFICERS OF THE FUND (Unaudited)

BRADLEY J. SKAPYAK, President since January 2010.

Chief Operating Officer and a director of the Manager since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of the Manager and the transfer agent of the funds, since May 2011 and Executive Vice President of the Distributor since June 2007. From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of the Manager. He is an officer of 66 investment companies (comprised of 140 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since February 1988.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015

Chief Legal Officer of the Manager since June 2015; from June 2005 to June 2015, Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division, and Chief Legal Officer of Deutsche Investment Management Americas Inc. He is an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since June 2015.

JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.

Assistant General Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 52 years old and has been an employee of the Manager since February 1984.

JAMES BITETTO, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon and Secretary of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since December 1996.

JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 60 years old and has been an employee of the Manager since October 1988.

JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 54 years old and has been an employee of the Manager since June 2000.

JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since February 1991.

MAUREEN E. KANE, Vice President and Assistant Secretary since April 2015.

Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel, and from May 2009 until July 2014, Chief Compliance Officer of Century Capital Management. She is an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 53 years old and has been an employee of the Manager since July 2014.

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

Senior Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager; from August 2005 to March 2013, Associate General Counsel of Third Avenue Management. She is 40 years old and has been an employee of the Manager since March 2013.

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

Senior Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since October 1990.

JAMES WINDELS, Treasurer since November 2001.

Director – Mutual Fund Accounting of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since April 1985.

39

 

OFFICERS OF THE FUND (Unaudited) (continued)

RICHARD CASSARO, Assistant Treasurer since January 2008.

Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 56 years old and has been an employee of the Manager since September 1982.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since December 2002.

Senior Accounting Manager – Fixed Income Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since November 1990.

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

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (67 investment companies, comprised of 165 portfolios). He is 58 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

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

Anti-Money Laundering Compliance Officer of the Dreyfus 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 Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor and from 2007 to December 2011, Financial Processing Manager of the Distributor. She is an officer of 62 investment companies (comprised of 160 portfolios) managed by the Manager. She is 47 years old and has been an employee of the Distributor since 1997.

40

 

NOTES

41

 

For More Information

Global Stock Fund
200 Park Avenue
New York, NY 10166

Manager
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166

Sub-Investment Adviser
Walter Scott & Partners Limited
(Walter Scott)
One Charlotte Square
Edinburgh, Scotland, UK

Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286

Transfer Agent &
Dividend Disbursing Agent
Dreyfus Transfer, Inc.
200 Park Avenue
New York, NY 10166

Distributor
MBSC Securities Corporation
200 Park Avenue
New York, NY 10166

   

Ticker Symbols:

Class A: DGLAX Class C: DGLCX Class I: DGLRX Class Y: DGLYX

Telephone Call your financial representative or 1-800-DREYFUS

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

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

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

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (phone 1-800-SEC-0330 for information).

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.dreyfus.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.

   

© 2016 MBSC Securities Corporation
6159AR1115

 


 

Dreyfus U.S. Equity Fund

     

 

ANNUAL REPORT
November 30, 2015

   
 

 

 

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

 

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

 

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

 

Contents

THE FUND

FOR MORE INFORMATION

 

Back Cover

 

       
 


Dreyfus U.S. Equity Fund

 

The Fund

A LETTER FROM THE PRESIDENT

Dear Shareholder:

We are pleased to present this annual report for Dreyfus U.S. Equity Fund, covering the 12-month period from December 1, 2014, through November 30, 2015. 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.

Financial markets proved volatile over the reporting period amid choppy U.S. and global economic growth. Employment and housing market gains helped U.S. stocks advance over the reporting period’s first half, driving some broad measures of market performance to new record highs in the spring. Although those gains were erased over the summer when global economic instability undermined investor sentiment, a renewed rally in the fall enabled most stock indices to end the reporting period in mildly positive territory. In contrast, international stocks mostly provided negative results, but developed markets fared better than emerging markets amid falling commodity prices and depreciating currency values. U.S. bonds produced modestly positive total returns overall, with municipal bonds achieving higher returns, on average, than U.S. government securities and corporate-backed bonds.

We expect market volatility to persist over the near term until investors see greater clarity regarding domestic and global economic conditions. Our investment strategists and portfolio managers are monitoring developments carefully, keeping a close watch on credit spreads, currency values, commodity prices, corporate profits, economic trends in the emerging markets, and other developments that could influence investor sentiment. Over the longer term, we remain confident that markets are likely to benefit as investors increasingly recognize that inflation is likely to stay low, economic growth expectations are stabilizing, and monetary policies remain accommodative in most regions of the world. In our view, investors will continue to be well served under these circumstances by a long-term perspective and a disciplined investment approach.

Thank you for your continued confidence and support.

Sincerely,

J. Charles Cardona
President
The Dreyfus Corporation

December 17, 2015

2

 

DISCUSSION OF FUND PERFORMANCE

For the period of December 1, 2014, through November 30, 2015, as provided by Charlie Macquaker and Roy Leckie of Walter Scott & Partners Limited (Walter Scott), Sub-investment adviser

Fund and Market Performance Overview

For the 12-month period ended November 30, 2015, Dreyfus U.S. Equity Fund’s Class A shares achieved a return of 0.50%, Class C shares returned -0.29%, Class I shares returned 0.88%, and Class Y shares returned 0.89%.1 In comparison, the fund’s benchmark, the Morgan Stanley Capital International USA Index (“MSCI USA Index”), achieved a 2.10% return over the same period.2

Modestly positive results from U.S. stocks for the reporting period masked heightened volatility amid shifting global economic sentiment. The fund lagged its benchmark, mainly due to shortfalls in the industrials, consumer staples, and materials sectors.

The Fund’s Investment Approach

The fund seeks long-term real returns by investing in stocks of companies that are located in the United States. When selecting stocks, Walter Scott seeks companies with fundamental strengths that indicate the potential for sustainable growth. The firm focuses on individual stock selection through extensive fundamental research. Candidates are initially selected for research if they meet certain broad absolute and trend criteria. Financial statements are analyzed in an effort to identify the nature of their cash generation and to understand the variables that add value to their businesses. Companies meeting the financial criteria are subjected to a detailed investigation of their products, costs and pricing, competition, industry position, and outlook.

Global Economic Concerns Sparked Market Turmoil

The reporting period commenced at a time of rising stock prices stemming from robust U.S. employment gains and improved consumer and business confidence. Despite disappointing economic data over the first quarter of 2015, the recovery got back on track in the spring, driving the MSCI USA Index to record highs.

However, a debt crisis in Greece and slowing economic growth in China soon sent U.S. stock prices lower. Stocks dipped into negative territory in August after Chinese authorities devalued the country’s currency, but a strong rally in October sent the MSCI USA Index back into positive territory after several large companies reported better-than-expected financial results. As a result, the benchmark ended the reporting period with a modest gain.

In this environment, investors mostly focused on companies exhibiting high levels of earnings growth, often regardless of their expensive valuations. More attractively priced stocks generally lagged market averages.

Focus on Quality Dampened Relative Performance

The fund’s focus on companies capable of sustainable wealth generation, especially in times of uncertainty, hindered relative performance during growth-at-any-price market rallies in the reporting period’s first half. The fund fared better amid heightened market volatility over the second half, but it was not enough to fully offset earlier weakness.

3

 

DISCUSSION OF FUND PERFORMANCE (continued)

Relative performance was hurt by overweighted exposure to the industrials sector, where falling commodity prices and a strengthening U.S. dollar undermined revenues from overseas markets. W.W. Grainger, MSC Industrial Direct, and Donaldson struggled with a general slowdown in industrial demand, particularly from customers in the energy sector. In the consumer staples sector, Wal-Mart Stores encountered competitive pressures and higher costs related to wages, environmental initiatives, and its e-commerce platform. In other areas, footwear and accessories retailer DSW failed to gain market share in the face of heightened promotional competition, prompting its sale from the portfolio. Biotechnology firm Biogen was hurt by industry-wide declines in the wake of previously robust gains. The fund did not own internet retailer Amazon.com, which posted stronger earnings and advanced sharply despite a rich valuation. Energy exploration-and-production company Apache saw lower-than-expected production volumes from projects in the southwestern United States.

In contrast, the fund participated in gains achieved by information technology giants Microsoft and Alphabet (formerly Google). In addition, software developer Adobe Systems produced strong financial results after a change to a cloud- and subscription-based business model, and information processing solutions provider Jack Henry & Associates benefited from higher revenues when its community banking customers upgraded their systems and software. The consumer discretionary sector also bolstered relative performance, led by specialty coffee seller Starbucks, which generated higher earnings as it expanded its global footprint and reinforced its digital brand. Apparel retailer Urban Outfitters recovered from previous fashion mistakes, after which we sold the stock at an attractive price. Athletic footwear maker NIKE reported a robust sales increase in China and has controlled costs while maintaining its reputation for innovation.

A Long-Term, Selective Approach

Although volatile markets and global economic uncertainty can be disconcerting over the near term, we believe that over the longer term they can separate strong companies from the weak and good management teams from the bad. In our judgment, our long-term, selective approach can help investors participate in the growth of superior businesses with long-term vision, differentiated customer propositions, and robust financial structures. As of the reporting period’s end, we have identified an ample number of attractive opportunities in the industrials, health care, information technology, and materials sectors, but relatively few in the financials and consumer staples sectors.

December 17, 2015

Please note, the position in any security highlighted with italicized typeface was sold during the reporting period.

Equity funds 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.

1 Total return includes reinvestment of dividends and any capital gains paid, and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, 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. Return figures for the fund reflect the absorption of certain fund expenses by The Dreyfus Corporation pursuant to an undertaking in effect through April 1, 2016, at which time it may be extended, terminated, or modified. Had these expenses not been absorbed, Class A and Class C returns would have been lower.

2 SOURCE: Lipper Inc. – Reflects reinvestment of net dividends and, where applicable, capital gain distributions. The Morgan Stanley Capital International USA (MSCI USA) Index is an unmanaged, market capitalization weighted index that is designed to measure the performance of publicly traded stocks issued by companies in the United States. Investors cannot invest directly in any index.

4

 

FUND PERFORMANCE

Comparison of change in value of $10,000 investment in Dreyfus U.S. Equity Fund Class A shares, Class C shares, Class I shares, and Class Y shares, and the Morgan Stanley Capital International USA Index

 Source: Lipper Inc.
†† The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.

Past performance is not predictive of future performance.

The above graph compares a $10,000 investment made in each of the Class A, Class C, Class I and Class Y shares of Dreyfus U.S. Equity Fund on 5/30/08 (inception date) to a $10,000 investment made in the Morgan Stanley Capital International USA Index (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 the maximum initial sales charge on Class A shares and all other applicable fees and expenses on all classes. The Index is an unmanaged, market capitalization-weighted index that is designed to measure the performance of publicly traded stocks issued by companies in the United States. 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.

5

 

FUND PERFORMANCE (continued)

               

Average Annual Total Returns as of 11/30/15

               

 

Inception
Date

1 Year

 

5 Years

From
Inception 

Class A shares

             

with maximum sales charge (5.75 %)

5/30/08

-5.27%

 

9.27%

 

6.52%

 

without sales charge

5/30/08

0.50%

 

10.56%

 

7.36%

 

Class C shares

             

with applicable redemption charge

5/30/08

-1.24%

 

9.67%

 

6.52%

 

without redemption

5/30/08

-0.29%

 

9.67%

 

6.52%

 

Class I shares

5/30/08

0.88%

 

10.96%

 

7.73%

 

Class Y shares

7/1/13

0.89%

 

10.84%

††

7.54%

††

Morgan Stanley Capital
International USA Index

5/31/08

2.10%

 

13.66%

 

7.07%

†††

Past performance is not predictive of future performance. 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. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.

 The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.
†† The total return performance figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
††† For comparative purposes, the value of the index as of 5/31/08 is used as the beginning value on 5/30/08.

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 Dreyfus U.S. Equity Fund from June 1, 2015 to November 30, 2015. 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

   

assuming actual returns for the six months ended November 30, 2015

               

 

 

 

 

Class A

Class C

Class I

Class Y

Expenses paid per $1,000

 

$ 5.74

 

$ 9.47

 

$ 4.05

 

$ 3.95

Ending value (after expenses)

 

$ 992.50

 

$ 989.00

 

$ 994.50

 

$ 995.00

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 November 30, 2015

               

 

 

 

 

Class A

Class C

Class I

Class Y

Expenses paid per $1,000

 

$ 5.82

 

$ 9.60

 

$ 4.10

 

$ 4.00

Ending value (after expenses)

 

$ 1,019.30

 

$ 1,015.54

 

$ 1,021.01

 

$ 1,021.11

 Expenses are equal to the fund’s annualized expense ratio of 1.15% for Class A, 1.90% for Class C, .81 % for Class I and .79% for Class Y, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

7

 

STATEMENT OF INVESTMENTS
November 30, 2015

           
           

Common Stocks - 99.1%

 

Shares

 

Value ($)

 

Capital Goods - 15.9%

         

Boeing

 

81,000

 

11,781,450

 

Donaldson

 

371,900

 

11,677,660

 

Emerson Electric

 

242,700

 

12,135,000

 

Fastenal

 

327,400

a

13,285,892

 

Flowserve

 

263,300

 

12,174,992

 

MSC Industrial Direct Cl. A

 

175,800

 

10,846,860

 

Toro

 

111,300

 

8,577,891

 

W.W. Grainger

 

56,800

a

11,390,672

 
       

91,870,417

 

Consumer Durables & Apparel - 2.0%

         

NIKE, Cl. B

 

88,300

 

11,680,324

 

Consumer Services - 4.4%

         

McDonald's

 

118,500

 

13,527,960

 

Starbucks

 

198,800

 

12,204,332

 
       

25,732,292

 

Energy - 7.3%

         

EOG Resources

 

149,620

 

12,482,797

 

Halliburton

 

114,300

 

4,554,855

 

Occidental Petroleum

 

165,500

 

12,510,145

 

Schlumberger

 

162,050

 

12,502,157

 
       

42,049,954

 

Health Care Equipment & Services - 12.5%

         

C.R. Bard

 

64,550

 

12,059,231

 

Cerner

 

183,000

b

10,906,800

 

Intuitive Surgical

 

23,800

b

12,376,476

 

ResMed

 

202,600

a

12,068,882

 

Stryker

 

127,700

 

12,317,942

 

Varian Medical Systems

 

156,400

a,b

12,633,992

 
       

72,363,323

 

Household & Personal Products - 3.3%

         

Colgate-Palmolive

 

190,700

 

12,525,176

 

Estee Lauder, Cl. A

 

79,000

 

6,645,480

 
       

19,170,656

 

Materials - 8.7%

         

Ecolab

 

121,000

 

14,418,360

 

FMC

 

220,500

 

9,474,885

 

Monsanto

 

135,800

 

12,922,728

 

8

 

           
           

Common Stocks - 99.1% (continued)

 

Shares

 

Value ($)

 

Materials - 8.7% (continued)

         

Praxair

 

117,300

 

13,231,440

 
       

50,047,413

 

Media - 1.6%

         

Walt Disney

 

83,000

 

9,418,010

 

Pharmaceuticals, Biotechnology & Life Sciences - 9.8%

         

Biogen

 

36,700

b

10,527,762

 

Celgene

 

98,100

b

10,737,045

 

Gilead Sciences

 

117,000

 

12,397,320

 

Johnson & Johnson

 

128,800

 

13,039,712

 

Mettler-Toledo International

 

29,400

b

10,077,732

 
       

56,779,571

 

Retailing - 3.9%

         

The TJX Companies

 

163,700

 

11,557,220

 

Tractor Supply

 

120,200

 

10,739,870

 
       

22,297,090

 

Software & Services - 20.8%

         

Adobe Systems

 

135,800

b

12,420,268

 

Alphabet, Cl. A

 

2,260

b

1,724,041

 

Alphabet, Cl. C

 

17,006

b

12,628,656

 

Automatic Data Processing

 

158,400

 

13,663,584

 

Cognizant Technology Solutions, Cl. A

 

212,300

b

13,710,334

 

Jack Henry & Associates

 

159,400

 

12,653,172

 

MasterCard Cl. A

 

129,900

 

12,719,808

 

Microsoft

 

255,300

 

13,875,555

 

Oracle

 

332,800

 

12,969,216

 

Paychex

 

258,300

 

14,012,775

 
       

120,377,409

 

Technology Hardware & Equipment - 4.6%

         

Amphenol, Cl. A

 

231,300

 

12,733,065

 

Cisco Systems

 

510,100

 

13,900,225

 
       

26,633,290

 

Telecommunication Services - 2.3%

         

TE Connectivity

 

200,600

 

13,458,254

 

Transportation - 2.0%

         

Expeditors International of Washington

 

233,100

 

11,314,674

 

Total Common Stocks (cost $409,049,377)

     

573,192,677

 

9

 

STATEMENT OF INVESTMENTS (continued)

           
           

Other Investment - 1.4%

 

Shares

 

Value ($)

 

Registered Investment Company;

         

Dreyfus Institutional Preferred Plus Money Market Fund
(cost $8,359,354)

 

8,359,354

c

8,359,354

 

Investment of Cash Collateral for Securities Loaned - 1.1%

         

Registered Investment Company;

         

Dreyfus Institutional Cash Advantage Fund
(cost $6,050,969)

 

6,050,969

c

6,050,969

 

Total Investments (cost $423,459,700)

 

101.6%

 

587,603,000

 

Liabilities, Less Cash and Receivables

 

(1.6%)

 

(9,389,989)

 

Net Assets

 

100.0%

 

578,213,011

 

aSecurity, or portion thereof, on loan. At November 30, 2015, the value of the fund’s securities on loan was $46,546,477 and the value of the collateral held by the fund was $47,475,040, consisting of cash collateral of $6,050,969 and U.S. Government & Agency securities valued at $41,424,071.
bNon-income producing security.
cInvestment in affiliated money market mutual fund.

   

Portfolio Summary (Unaudited)

Value (%)

Software & Services

20.8

Capital Goods

15.9

Health Care Equipment & Services

12.5

Pharmaceuticals, Biotechnology & Life Sciences

9.8

Materials

8.7

Energy

7.3

Technology Hardware & Equipment

4.6

Consumer Services

4.4

Retailing

3.9

Household & Personal Products

3.3

Money Market Investments

2.5

Telecommunication Services

2.3

Consumer Durables & Apparel

2.0

Transportation

2.0

Media

1.6

 

101.6

 Based on net assets.

See notes to financial statements.

10

 

STATEMENT OF ASSETS AND LIABILITIES
November 30, 2015

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $46,546,477)—Note 1(b):

 

 

 

 

Unaffiliated issuers

 

409,049,377

 

573,192,677

 

Affiliated issuers

 

14,410,323

 

14,410,323

 

Dividends and securities lending income receivable

 

 

 

 

968,323

 

Receivable for shares of Common Stock subscribed

 

 

 

 

460

 

Prepaid expenses

 

 

 

 

18,161

 

 

 

 

 

 

588,589,944

 

Liabilities ($):

 

 

 

 

Due to The Dreyfus Corporation and affiliates—Note 3(c)

 

 

 

 

401,546

 

Liability for securities on loan—Note 1(b)

 

 

 

 

6,050,969

 

Payable for shares of Common Stock redeemed

 

 

 

 

3,858,106

 

Accrued expenses

 

 

 

 

66,312

 

 

 

 

 

 

10,376,933

 

Net Assets ($)

 

 

578,213,011

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

338,054,965

 

Accumulated undistributed investment income—net

 

 

 

 

5,206,895

 

Accumulated net realized gain (loss) on investments

 

 

 

 

70,807,851

 

Accumulated net unrealized appreciation (depreciation)
on investments

 

 

 

 

164,143,300

 

Net Assets ($)

 

 

578,213,011

 

 

           

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

1,449,197

348,265

30,654,042

545,761,507

 

Shares Outstanding

73,287

18,383

1,542,085

27,455,552

 

Net Asset Value Per Share ($)

19.77

18.94

19.88

19.88

 

See notes to financial statements.

11

 

STATEMENT OF OPERATIONS
Year Ended November 30, 2015

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Cash dividends:

 

 

 

 

Unaffiliated issuers

 

 

10,570,732

 

Affiliated issuers

 

 

9,480

 

Income from securities lending—Note 1(b)

 

 

64,777

 

Total Income

 

 

10,644,989

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

5,148,938

 

Directors’ fees and expenses—Note 3(d)

 

 

63,163

 

Custodian fees—Note 3(c)

 

 

56,157

 

Registration fees

 

 

55,633

 

Professional fees

 

 

51,915

 

Shareholder servicing costs—Note 3(c)

 

 

13,401

 

Prospectus and shareholders’ reports

 

 

8,547

 

Loan commitment fees—Note 2

 

 

7,781

 

Distribution fees—Note 3(b)

 

 

2,890

 

Interest expense—Note 2

 

 

384

 

Miscellaneous

 

 

29,048

 

Total Expenses

 

 

5,437,857

 

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

 

 

(895)

 

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

 

 

(6)

 

Net Expenses

 

 

5,436,956

 

Investment Income—Net

 

 

5,208,033

 

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

 

 

Net realized gain (loss) on investments

70,822,451

 

Net unrealized appreciation (depreciation) on investments

 

 

(70,934,387)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

(111,936)

 

Net Increase in Net Assets Resulting from Operations

 

5,096,097

 

See notes to financial statements.

12

 

STATEMENT OF CHANGES IN NET ASSETS

                   
                   

 

 

 

 

Year Ended November 30,

 

 

 

 

2015

 

 

 

2014

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

5,208,033

 

 

 

6,877,248

 

Net realized gain (loss) on investments

 

70,822,451

 

 

 

35,143,437

 

Net unrealized appreciation (depreciation)
on investments

 

(70,934,387)

 

 

 

7,692,468

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

5,096,097

 

 

 

49,713,153

 

Dividends to Shareholders from ($):

 

 

 

 

 

 

 

 

Investment income—net:

 

 

 

 

 

 

 

 

Class A

 

 

(8,272)

 

 

 

(8,495)

 

Class C

 

 

-

 

 

 

(610)

 

Class I

 

 

(275,670)

 

 

 

(5,059,950)

 

Class Y

 

 

(6,136,956)

 

 

 

(7)

 

Net realized gain on investments:

 

 

 

 

 

 

 

 

Class A

 

 

(92,066)

 

 

 

(10,199)

 

Class C

 

 

(24,745)

 

 

 

(4,325)

 

Class I

 

 

(1,531,335)

 

 

 

(3,404,196)

 

Class Y

 

 

(33,499,764)

 

 

 

(5)

 

Total Dividends

 

 

(41,568,808)

 

 

 

(8,487,787)

 

Capital Stock Transactions ($):

 

 

 

 

 

 

 

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

198,991

 

 

 

255,615

 

Class C

 

 

31,106

 

 

 

6,026

 

Class I

 

 

9,925,632

 

 

 

122,944,935

 

Class Y

 

 

59,930,317

 

 

 

804,477,428

 

Dividends reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

91,099

 

 

 

17,062

 

Class C

 

 

20,083

 

 

 

2,404

 

Class I

 

 

1,638,458

 

 

 

3,833,304

 

Class Y

 

 

21,529,033

 

 

 

-

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(815,168)

 

 

 

(757,712)

 

Class C

 

 

(198,982)

 

 

 

(543,401)

 

Class I

 

 

(13,715,998)

 

 

 

(930,072,086)

 

Class Y

 

 

(250,167,999)

 

 

 

(76,500,502)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

(171,533,428)

 

 

 

(76,336,927)

 

Total Increase (Decrease) in Net Assets

(208,006,139)

 

 

 

(35,111,561)

 

Net Assets ($):

 

 

 

 

 

 

 

 

Beginning of Period

 

 

786,219,150

 

 

 

821,330,711

 

End of Period

 

 

578,213,011

 

 

 

786,219,150

 

Undistributed investment income—net

5,206,895

 

 

 

6,419,760

 

13

 

STATEMENT OF CHANGES IN NET ASSETS (continued)

                   
                   

 

 

 

 

Year Ended November 30,

 

 

 

 

2015

 

 

 

2014

 

Capital Share Transactions (Shares):

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

Shares sold

 

 

10,065

 

 

 

13,025

 

Shares issued for dividends reinvested

 

 

4,624

 

 

 

859

 

Shares redeemed

 

 

(41,489)

 

 

 

(38,125)

 

Net Increase (Decrease) in Shares Outstanding

(26,800)

 

 

 

(24,241)

 

Class C

 

 

 

 

 

 

 

 

Shares sold

 

 

1,601

 

 

 

316

 

Shares issued for dividends reinvested

 

 

1,057

 

 

 

125

 

Shares redeemed

 

 

(10,458)

 

 

 

(27,659)

 

Net Increase (Decrease) in Shares Outstanding

(7,800)

 

 

 

(27,218)

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

502,588

 

 

 

6,242,271

 

Shares issued for dividends reinvested

 

 

83,002

 

 

 

192,435

 

Shares redeemed

 

 

(689,970)

 

 

 

(46,165,337)

 

Net Increase (Decrease) in Shares Outstanding

(104,380)

 

 

 

(39,730,631)

 

Class Ya

 

 

 

 

 

 

 

 

Shares sold

 

 

3,026,656

 

 

 

39,794,904

 

Shares issued for dividends reinvested

 

 

1,090,630

 

 

 

-

 

Shares redeemed

 

 

(12,657,881)

 

 

 

(3,798,814)

 

Net Increase (Decrease) in Shares Outstanding

(8,540,595)

 

 

 

35,996,090

 

                   

a During the period ended November 30, 2014, 37,528,119 Class I shares representing $758,955,395 were exchanged for 37,528,119 Class Y shares.

 

See notes to financial statements.

14

 

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 November 30,

Class A Shares

 

2015

2014

2013

2012

2011

Per Share Data ($):

           

Net asset value, beginning of period

 

20.70

19.67

15.45

14.20

12.83

Investment Operations:

           

Investment income—neta

 

.08

.10

.08

.08

.04

Net realized and unrealized
gain (loss) on investments

 

.01b

1.08

4.25

1.17

1.39

Total from Investment Operations

 

.09

1.18

4.33

1.25

1.43

Distributions:

           

Dividends from investment income—net

 

(.08)

(.07)

(.11)

-

-

Dividends from net realized
gain on investments

 

(.94)

(.08)

-

-

(.06)

Total Distributions

 

(1.02)

(.15)

(.11)

-

(.06)

Net asset value, end of period

 

19.77

20.70

19.67

15.45

14.20

Total Return (%)c

 

.50

6.02

28.20

8.80

11.17

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

1.16

1.16

1.15

1.22

1.15

Ratio of net expenses to average net assets

 

1.14

1.14

1.14

1.22

1.15

Ratio of net investment income
to average net assets

 

.41

.48

.48

.57

.29

Portfolio Turnover Rate

 

13.81

12.14

7.13

5.73

10.61

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

 

1,449

2,071

2,446

1,810

988

a Based on average shares outstanding.
b In addition to net realized and unrealized losses on investments as set forth in the Statement of Operations, this amount includes an increase in net asset value per share resulting from the timing of issuances and redemptions of shares in relation to fluctuating market values for the fund’s investments.
c Exclusive of sales charge.

See notes to financial statements.

15

 

FINANCIAL HIGHLIGHTS (continued)

             
       
 

Year Ended November 30,

Class C Shares

 

2015

2014

2013

2012

2011

Per Share Data ($):

           

Net asset value, beginning of period

 

19.93

19.04

14.97

13.88

12.65

Investment Operations:

           

Investment (loss)—neta

 

(.07)

(.05)

(.06)

(.05)

(.06)

Net realized and unrealized
gain (loss) on investments

 

.02b

1.03

4.13

1.14

1.35

Total from Investment Operations

 

(.05)

.98

4.07

1.09

1.29

Distributions:

           

Dividends from investment income—net

 

-

(.01)

-

-

-

Dividends from net realized
gain on investments

 

(.94)

(.08)

-

-

(.06)

Total Distributions

 

(.94)

(.09)

-

-

(.06)

Net asset value, end of period

 

18.94

19.93

19.04

14.97

13.88

Total Return (%)c

 

(.29)

5.23

27.19

7.85

10.22

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

2.04

1.94

2.02

2.08

1.94

Ratio of net expenses to average net assets

 

1.90

1.88

1.93

2.08

1.94

Ratio of net investment (loss)
to average net assets

 

(.35)

(.26)

(.34)

(.33)

(.47)

Portfolio Turnover Rate

 

13.81

12.14

7.13

5.73

10.61

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

 

348

522

1,016

278

214

a Based on average shares outstanding.
b In addition to net realized and unrealized losses on investments as set forth in the Statement of Operations, this amount includes an increase in net asset value per share resulting from the timing of issuances and redemptions of shares in relation to fluctuating market values for the fund’s investments.
c Exclusive of sales charge.

See notes to financial statements.

16

 

                   
             
 

Year Ended November 30,

Class I Shares

 

2015

2014

2013

2012

2011

Per Share Data ($):

           

Net asset value, beginning of period

 

20.82

19.77

15.51

14.27

12.88

Investment Operations:

           

Investment income—neta

 

.15

.16

.14

.14

.09

Net realized and unrealized
gain (loss) on investments

 

.02b

1.09

4.27

1.17

1.38

Total from Investment Operations

 

.17

1.25

4.41

1.31

1.47

Distributions:

           

Dividends from investment income—net

 

(.17)

(.12)

(.15)

(.07)

(.02)

Dividends from net realized
gain on investments

 

(.94)

(.08)

-

-

(.06)

Total Distributions

 

(1.11)

(.20)

(.15)

(.07)

(.08)

Net asset value, end of period

 

19.88

20.82

19.77

15.51

14.27

Total Return (%)

 

.88

6.37

28.75

9.23

11.46

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

.80

.78

.79

.80

.82

Ratio of net expenses to average net assets

 

.80

.78

.79

.80

.82

Ratio of net investment income
to average net assets

 

.75

.77

.81

.95

.67

Portfolio Turnover Rate

 

13.81

12.14

7.13

5.73

10.61

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

 

30,654

34,278

817,867

535,019

376,490

a Based on average shares outstanding.
b In addition to net realized and unrealized losses on investments as set forth in the Statement of Operations, this amount includes an increase in net asset value per share resulting from the timing of issuances and redemptions of shares in relation to fluctuating market values for the fund’s investments.

See notes to financial statements.

17

 

FINANCIAL HIGHLIGHTS (continued)

                     
             
 

Year Ended November 30,

Class Y Shares

   

2015

2014

2013a

 

Per Share Data ($):

           

Net asset value, beginning of period

   

20.82

19.76

17.41

 

Investment Operations:

           

Investment income—netb

   

.15

.20

.06

 

Net realized and unrealized
gain (loss) on investments

   

.02c

1.06

2.29

 

Total from Investment Operations

   

.17

1.26

2.35

 

Distributions:

           

Dividends from investment income—net

   

(.17)

(.12)

-

 

Dividends from net realized
gain on investments

   

(.94)

(.08)

-

 

Total Distributions

   

(1.11)

(.20)

-

 

Net asset value, end of period

   

19.88

20.82

19.76

 

Total Return (%)

   

.89

6.43

13.50d

 

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

   

.79

.79

.76e

 

Ratio of net expenses to average net assets

   

.79

.79

.76e

 

Ratio of net investment income
to average net assets

   

.76

1.03

.78e

 

Portfolio Turnover Rate

   

13.81

12.14

7.13

 

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

   

545,762

749,348

1

 

a From July 1, 2013 (commencement of initial offering) to November 30, 2013.
b Based on average shares outstanding.
c In addition to net realized and unrealized losses on investments as set forth in the Statement of Operations, this amount includes an increase in net asset value per share resulting from the timing of issuances and redemptions of shares in relation to fluctuating market values for the fund’s investments.
d Not annualized.
e Annualized.

See notes to financial statements.

18

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus U.S. Equity Fund (the “fund”) is a separate diversified series of Strategic 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 ten series, including the fund. The fund’s investment objective is to seek long-term total return. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Walter Scott & Partners Limited (“Walter Scott”), a wholly-owned subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s sub-investment adviser. The fund is closed to new investors.

MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares. The fund is authorized to issue 100 million shares of $.001 par value Common Stock in each of the following classes of shares: Class A, Class C, Class I and Class Y. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class C shares are subject to a contingent deferred sales charge (“CDSC”) imposed on Class C shares redeemed within one year of purchase. Class I and Class Y 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, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

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

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

19

 

NOTES TO FINANCIAL STATEMENTS (continued)

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 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

20

 

used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are generally categorized within Level 1 of the fair value hierarchy.

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

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and financial 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 reflect accurately 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 Company’s Board of Directors (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 restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are generally categorized within Level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of November 30, 2015 in valuing the fund’s investments:

21

 

NOTES TO FINANCIAL STATEMENTS (continued)

         
 

Level 1 - Unadjusted Quoted Prices

Level 2 - Other Significant Observable Inputs

Level 3 -Significant Unobservable Inputs

Total

Assets ($)

     

Investments in Securities:

     

Equity Securities - Domestic Common Stocks

573,192,677

-

-

573,192,677

Mutual Funds

14,410,323

-

-

14,410,323

 See Statement of Investments for additional detailed categorizations.

At November 30, 2015, there were no transfers between levels of the fair value hierarchy.

(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 Dreyfus, 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 Dreyfus, 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. During the period ended November 30, 2015, The Bank of New York Mellon earned $15,868 from lending portfolio securities, pursuant to the securities lending agreement.

(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” under the Act. Investments in affiliated investment companies during the period ended November 30, 2015 were as follows:

22

 

           

Affiliated Investment Company

Value 11/30/2014 ($)

Purchases ($)

Sales ($)

Value 11/30/2015 ($)

Net
Assets (%)

Dreyfus Institutional Preferred Plus Money Market Fund

18,282,000

197,228,339

207,150,985

8,359,354

1.4

Dreyfus Institutional Cash Advantage Fund

29,867,949

148,609,059

172,426,039

6,050,969

1.1

Total

48,149,949

345,837,398

379,577,024

14,410,323

2.5

(d) Dividends to shareholders: Dividends 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.

(e) 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 sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended November 30, 2015, 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 November 30, 2015, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended November 30, 2015 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At November 30, 2015, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $7,385,230, undistributed capital gains $68,629,516 and unrealized appreciation $164,143,300.

The tax character of distributions paid to shareholders during the fiscal periods ended November 30, 2015 and November 30, 2014 were as

23

 

NOTES TO FINANCIAL STATEMENTS (continued)

follows: ordinary income $8,608,110 and $5,069,062, and long-term capital gains $32,960,698 and $3,418,725, respectively.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $480 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 7, 2015, the unsecured credit facility with Citibank, N.A. was $430 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each 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 November 30, 2015 was approximately $34,500 with a related weighted average annualized interest rate of 1.11%.

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

(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly. Dreyfus has contractually agreed, from December 1, 2014 through April 1, 2016, to waive receipt of its fees and/or assume the direct expenses of the fund, so that the expenses of none of the classes (excluding Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed .90% of the value of the fund’s average daily net assets. The reduction in expenses, pursuant to the undertaking, amounted to $895 during the period ended November 30, 2015.

Pursuant to a sub-investment advisory agreement between Dreyfus and Walter Scott, Dreyfus pays Walter Scott a monthly fee at an annual percentage of the value of the fund’s average daily net assets.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. During the period ended November 30, 2015, Class C shares were charged $2,890 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily

24

 

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. 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 November 30, 2015, Class A and Class C shares were charged $4,413 and $963, respectively, pursuant to the Shareholder Services Plan.

The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2015, the fund was charged $3,213 for transfer agency services and $117 for cash management services. These fees are included in Shareholder servicing costs in the Statement of Operations. Cash management fees were partially offset by earnings credits of $6.

The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2015, the fund was charged $56,157 pursuant to the custody agreement.

During the period ended November 30, 2015, the fund was charged $11,020 for services performed by the Chief Compliance Officer and his staff.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $363,607, Distribution Plan fees $214, Shareholder Services Plan fees $378, custodian fees $32,253, Chief Compliance Officer fees $1,765 and transfer agency fees $3,350, which are offset against an expense reimbursement currently in effect in the amount of $21.

25

 

NOTES TO FINANCIAL STATEMENTS (continued)

(d) Each Board member also serves as a Board member of other funds within the Dreyfus 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, during the period ended November 30, 2015, amounted to $92,747,042 and $285,205,421, respectively.

At November 30, 2015, the cost of investments for federal income tax purposes was $423,459,700; accordingly, accumulated net unrealized appreciation on investments was $164,143,300, consisting of $182,752,924 gross unrealized appreciation and $18,609,624 gross unrealized depreciation.

26

 

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors
Dreyfus U.S. Equity Fund

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus U.S. Equity Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2015, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2015 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus U.S. Equity Fund at November 30, 2015, 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 the financial highlights for each of the indicated periods, in conformity with U.S. generally accepted accounting principles.

New York, New York
January 28, 2016

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IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby reports 100% of the ordinary dividends paid during the fiscal year ended November 30, 2015 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, $8,608,110 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2016 of the percentage applicable to the preparation of their 2015 income tax returns. Also, the fund hereby reports $.0588 per share as a short-term capital gain distribution and $.8861 per share as a long-term capital gain distribution paid on December 31, 2014.

28

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)

At a meeting of the fund’s Board of Directors held on November 2-3, 2015, the Board considered the renewal of the fund’s Management Agreement, pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”), and the Sub-Investment Advisory Agreement (together, the “Agreements”), pursuant to which Walter Scott & Partners Limited (the “Subadviser”) provides day-to-day management of the fund’s investments. The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Subadviser. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures, as well as Dreyfus’ supervisory activities over the Subadviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Lipper, Inc. (“Lipper”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended September 30, 2015, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of

29

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Lipper as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Lipper used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. The Board discussed the results of the comparisons and noted that the fund’s total return performance was below the Performance Group and Performance Universe median for all periods. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index. Representatives of Dreyfus and the Subadviser discussed reasons for the fund’s underperformance and explained that the Subadviser was following its investment approach of a “buy-and-hold” strategy of investing in large (“mega”) capitalization companies considered to be of high quality.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board noted that the fund’s contractual management fee was at the Expense Group median, the fund’s actual management fee was below the Expense Group median and slightly above the Expense Universe median and the fund’s total expenses were below the Expense Group and Expense Universe medians.

Dreyfus representatives noted that Dreyfus has contractually agreed to waive receipt of its fees and/or assume the expenses of the fund, until April 1, 2016, so that annual direct fund operating expenses (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed .90% of the fund’s average daily net assets

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

The Board considered the fee to the Subadviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Subadviser and Dreyfus. The

30

 

Board also noted the Subadviser’s fee is paid by Dreyfus (out of its fee from the fund) and not the fund.

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

The Board considered on the advice of its counsel the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements bear a reasonable relationship to the mix of services provided by Dreyfus and the Subadviser, including the nature, extent and quality of such services, and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since Dreyfus, and not the fund, pays the Subadviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Subadviser’s profitability to be relevant to its deliberations. Dreyfus representatives noted that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus and the Subadviser from acting as investment adviser and sub-investment adviser, respectively, and noted the soft dollar arrangements in effect for trading the fund’s investments.

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

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

31

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

· The Board was concerned about the fund’s relative performance, but expressed confidence in the Subadviser’s investment approach and agreed to closely monitor performance.

· The Board concluded that the fees paid to Dreyfus and the Subadviser were reasonable in light of the considerations described above.

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

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

32

 

BOARD MEMBERS INFORMATION (Unaudited)

INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (72)

Chairman of the Board (1995)

Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (1995-present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997-present)

No. of Portfolios for which Board Member Serves: 140

———————

Joni Evans (73)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Chief Executive Officer, www.wowOwow.com an online community dedicated to women’s conversations and publications (2007-present)

· Principal, Joni Evans Ltd. (publishing) (2006-present)

No. of Portfolios for which Board Member Serves: 24

———————

Ehud Houminer (75)

Board Member (1994)

Principal Occupation During Past 5 Years:

· Executive-in-Residence at the Columbia Business School, Columbia

University (1992-present)

Other Public Company Board Memberships During Past 5 Years:

·  Avnet, Inc., an electronics distributor, Director (1993-2012)

No. of Portfolios for which Board Member Serves: 61

———————

Hans C. Mautner (78)

Board Member (1984)

Principal Occupation During Past 5 Years:

· President-International Division and an Advisory Director of Simon Property Group, a

real estate investment company (1998-2010)

· Chairman and Chief Executive Officer of Simon Global Limited, a real estate company (1999-2010)

No. of Portfolios for which Board Member Serves: 24

———————

33

 

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

Robin A. Melvin (52)

Board Member (1995)

Principal Occupation During Past 5 Years:

· Co-chairman, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois; (2014-present; a board member since 2013)

· Director, Boisi Family Foundation, a private family foundation that supports

youth-serving organizations that promote the self sufficiency of youth from

disadvantaged circumstances (1995-2012)

No. of Portfolios for which Board Member Serves: 111

———————

Burton N. Wallack (65)

Board Member (2006)

Principal Occupation During Past 5 Years:

· President and Co-owner of Wallack Management Company, a real estate management

company (1987-present)

No. of Portfolios for which Board Member Serves: 24

———————

34

 

INTERESTED BOARD MEMBER

Gordon J. Davis (74)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Partner in the law firm of Venable LLP (2012-present)

· Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012)

Other Public Company Board Memberships During Past 5 Years:

· Consolidated Edison, Inc., a utility company, Director (1997-2014)

· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)

No. of Portfolios for which Board Member Serves: 60

Gordon J. Davis is deemed to be an “interested person” (as defined under the Act) of the Company as a result of his affiliation with Venable LLP, which provides legal services to the Company.

———————

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 The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.

William Hodding Carter III, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member

35

 

OFFICERS OF THE FUND (Unaudited)

BRADLEY J. SKAPYAK, President since January 2010.

Chief Operating Officer and a director of the Manager since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of the Manager and the transfer agent of the funds, since May 2011 and Executive Vice President of the Distributor since June 2007. From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of the Manager. He is an officer of 66 investment companies (comprised of 140 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since February 1988.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015

Chief Legal Officer of the Manager since June 2015; from June 2005 to June 2015, Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division, and Chief Legal Officer of Deutsche Investment Management Americas Inc. He is an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since June 2015.

JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.

Assistant General Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 52 years old and has been an employee of the Manager since February 1984.

JAMES BITETTO, Vice President and Assistant Secretary since Augsut 2005.

Managing Counsel of BNY Mellon and Secretary of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since December 1996.

JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 60 years old and has been an employee of the Manager since October 1988.

JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 54 years old and has been an employee of the Manager since June 2000.

JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since February 1991.

MAUREEN E. KANE, Vice President and Assistant Secretary since April 2015.

Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel, and from May 2009 until July 2014, Chief Compliance Officer of Century Capital Management. She is an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 53 years old and has been an employee of the Manager since July 2014.

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

Senior Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager; from August 2005 to March 2013, Associate General Counsel of Third Avenue Management. She is 40 years old and has been an employee of the Manager since March 2013.

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

Senior Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since October 1990.

JAMES WINDELS, Treasurer since November 2001.

Director – Mutual Fund Accounting of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since April 1985.

36

 

RICHARD CASSARO, Assistant Treasurer since January 2008.

Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 56 years old and has been an employee of the Manager since September 1982.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2005.

Senior Accounting Manager – Fixed Income Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since June 1989.

ROBERT SVAGNA, Assistant Treasurer since September 2002.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since November 1990.

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

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (67 investment companies, comprised of 165 portfolios). He is 58 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

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

Anti-Money Laundering Compliance Officer of the Dreyfus 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 Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor and from 2007 to December 2011, Financial Processing Manager of the Distributor. She is an officer of 62 investment companies (comprised of 160 portfolios) managed by the Manager. She is 47 years old and has been an employee of the Distributor since 1997.

37

 

For More Information

Dreyfus U.S. Equity Fund
200 Park Avenue
New York, NY 10166

Manager
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166

Sub-Investment Adviser
Walter Scott & Partners Limited
(Walter Scott)
One Charlotte Square
Edinburgh, Scotland, UK

Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286

Transfer Agent &
Dividend Disbursing Agent
Dreyfus Transfer, Inc.
200 Park Avenue
New York, NY 10166

Distributor
MBSC Securities Corporation
200 Park Avenue
New York, NY 10166

   

Ticker Symbols:

Class A: DPUAX Class C: DPUCX Class I: DPUIX Class Y: DPUYX

Telephone Call your financial representative or 1-800-DREYFUS

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

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

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

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (phone 1-800-SEC-0330 for information).

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.dreyfus.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.

   

© 2016 MBSC Securities Corporation
6011AR1115

 


 

Dreyfus Select Managers Small Cap Value Fund

     

 

ANNUAL REPORT
November 30, 2015

   
 

 

 

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

 

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

 

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

 

Contents

THE FUND

FOR MORE INFORMATION

 

Back Cover

 

       
 


Dreyfus Select Managers Small Cap Value Fund

 

The Fund

A LETTER FROM THE PRESIDENT

Dear Shareholder:

We are pleased to present this annual report for Dreyfus Select Managers Small Cap Value Fund, covering the 12-month period from December 1, 2014, through November 30, 2015. 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.

Financial markets proved volatile over the reporting period amid choppy U.S. and global economic growth. Employment and housing market gains helped U.S. stocks advance over the reporting period’s first half, driving some broad measures of market performance to new record highs in the spring. Although those gains were erased over the summer when global economic instability undermined investor sentiment, a renewed rally in the fall enabled most stock indices to end the reporting period in mildly positive territory. In contrast, international stocks mostly provided negative results, but developed markets fared better than emerging markets amid falling commodity prices and depreciating currency values. U.S. bonds produced modestly positive total returns overall, with municipal bonds achieving higher returns, on average, than U.S. government securities and corporate-backed bonds.

We expect market volatility to persist over the near term until investors see greater clarity regarding domestic and global economic conditions. Our investment strategists and portfolio managers are monitoring developments carefully, keeping a close watch on credit spreads, currency values, commodity prices, corporate profits, economic trends in the emerging markets, and other developments that could influence investor sentiment. Over the longer term, we remain confident that markets are likely to benefit as investors increasingly recognize that inflation is likely to stay low, economic growth expectations are stabilizing, and monetary policies remain accommodative in most regions of the world. In our view, investors will continue to be well served under these circumstances by a long-term perspective and a disciplined investment approach.

Thank you for your continued confidence and support.

Sincerely,

J. Charles Cardona
President
The Dreyfus Corporation
December 17, 2015

2

 

DISCUSSION OF FUND PERFORMANCE

For the period of December 1, 2014, through November 30, 2015, as provided by Keith L. Stransky and Robert B. Mayerick, Portfolio Allocation Managers, EACM Advisors LLC

Fund and Market Performance Overview

For the 12-month period ended November 30, 2015, Dreyfus Select Managers Small Cap Value Fund’s Class A, Class C, Class I, and Class Y shares produced total returns of 0.01%, -0.72%, 0.26%, and 0.31%, respectively.1 In comparison, the Russell 2000® Value Index (the “Index”), the fund’s benchmark, returned 0.35% for the same period.2

Small-cap value stocks produced roughly flat returns over the reporting period, masking heightened volatility amid shifting economic sentiment. The fund’s Class Y shares performed in line with the index, as relative strength in the energy sector was balanced by weakness among financial stocks.

The Fund’s Investment Approach

The fund seeks capital appreciation. To pursue its goal, the fund normally invests at least 80% of its net assets in the stocks of small-cap companies. The fund uses a “multi-manager” approach by selecting various sub-advisers to manage its assets. As the fund’s portfolio allocation managers, we seek sub-advisers that complement one another’s style of investing, consistent with the fund’s investment goal. We monitor and evaluate the performance of the sub-advisers and will make corresponding recommendations to Dreyfus and the fund’s board based on our evaluations.

The fund’s assets are currently under the day-to-day portfolio management of eight sub-advisers, each acting independently of one another and using their own methodology to select portfolio investments. As of the end of the reporting period, 14% of the fund’s assets are under the management of Thompson, Siegel, and Walmsley, LLC, which employs a combination of quantitative and qualitative security selection methods based on a four-factor valuation model. Approximately 23% of the fund’s assets are under the management of Walthausen & Co., LLC, which uses a proprietary valuation model to identify companies that are trading at a discount to their intrinsic values. Approximately 14% of the fund’s assets are under the management of Neuberger Berman Management LLC, which uses fundamental analysis and a bottom-up stock selection process to identify publicly traded small-cap companies selling at a material discount to their intrinsic value. Approximately 11% of the fund’s assets are under the management of Lombardia Capital Partners, which uses fundamental analysis and a bottom-up value-oriented approach in seeking stocks trading below their intrinsic values. Approximately 6% of the fund’s assets are under the management of Iridian Asset Management LLC, which employs bottom-up stock selection and a disciplined valuation process to identify and invest in corporate change. Approximately 5% of the fund’s assets are under the management of Kayne Anderson Rudnick Investment Management, LLC, which employs a fundamental, bottom-up, research-driven investment process in seeking to identify high-quality companies whose securities are trading at attractive valuations. Approximately 22% of the fund’s assets are under the management of Channing Capital Management, LLC, which employs intensive, fundamental, bottom-up research to identify high-quality companies with strong balance sheets and management teams. Finally, approximately 5% of the fund’s assets are allocated to Eastern Shore Capital

3

 

DISCUSSION OF FUND PERFORMANCE (continued)

Management, which focuses on companies with quality fundamentals. These percentages can change over time, within ranges described in the prospectus.

Global Economic Concerns Sparked Market Volatility

A U.S. economic recovery got back on track in the spring of 2015, driving the Index to record highs soon after the reporting period began. However, a debt crisis in Greece and slowing economic growth in China sent U.S. stock prices broadly lower over the summer. Stocks fell sharply in August and September when investors worried that instability in overseas markets might hurt the U.S. economy. A strong October rally subsequently erased those losses, and the benchmark ended the reporting period in slightly positive territory.

Underlying Strategies Produced Mixed Results

The fund benefited in this environment from underweighted exposure to the hard-hit energy sector, which helped cushion the impact of the market segment’s declines. Conversely, overweighted exposure to the materials sector hurt relative results, but strong stock selections more than overcame allocation-related weakness. For example, specialty chemicals producer Cytec Industries gained value after receiving an acquisition offer, and lower input prices helped expand profits for office supplies maker Avery Dennison.

Laggards during the reporting period were concentrated in the financials sector, where underweighted exposure to banks in the recovering economy undermined relative performance. Disappointing individual stock selections included pawn store operator First Cash Financial Services, where short-term lending volumes fell after lower energy prices put more cash in customers’ pockets.

A Constructive Investment Posture

We remain optimistic about the prospects for small-cap value stocks. The U.S. economy has continued to grow, and small-cap stocks historically have fared well compared to other capitalization ranges when interest rates rise. Moreover, U.S.-centric small-cap companies may be insulated from currency fluctuations and economic instability overseas. We also expect increased mergers-and-acquisitions activity to benefit the asset class.

December 17, 2015

Equity funds 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 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.

1 Total return includes reinvestment of dividends and any capital gains paid, and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, 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. Return figures provided reflect the absorption of certain fund expenses by The Dreyfus Corporation pursuant to an undertaking in effect through April 1, 2016, at which time it may be extended, terminated, or modified. Had these expenses not been absorbed, the fund’s returns would have been lower.

2 SOURCE: Lipper Inc. -- Reflects the reinvestment of dividends and, where applicable, capital gain distributions. The Russell 2000 Value Index is an unmanaged index, which measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. Investors cannot invest directly in any index.

4

 

FUND PERFORMANCE

Comparison of change in value of $10,000 investment in Dreyfus Select Managers Small Cap Value Fund Class A shares, Class C shares, Class I shares and Class Y shares and the Russell 2000 Value Index

 Source: Lipper Inc.

†† The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.

Past performance is not predictive of future performance.

The above graph compares a $10,000 investment made in each of the Class A, Class C, Class I and Class Y shares of Dreyfus Select Managers Small Cap Value Fund on 12/17/08 (inception date) to a $10,000 investment made in the Russell 2000 Value Index (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 the maximum initial sales charge on Class A shares and all other applicable fees and expenses on all classes. The Index is an unmanaged index, which measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. These factors can contribute to the Index potentially outperforming the fund. 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.

5

 

FUND PERFORMANCE (continued)

             

Average Annual Total Returns as of 11/30/15

 

Inception
Date

1 Year

5 Years

From
Inception

Class A shares

       

with maximum sales charge (5.75%)

12/17/08

-5.75%

9.67%

 

14.07%

 

without sales charge

12/17/08

0.01%

10.98%

 

15.05%

 

Class C shares

           

with applicable redemption charge

12/17/08

-1.60%

10.18%

 

14.21%

 

without redemption

12/17/08

-0.72%

10.18%

 

14.21%

 

Class I shares

12/17/08

0.26%

11.37%

 

15.42%

 

Class Y shares

7/1/13

0.31%

11.37%

††

15.34%

††

Russell 2000 Value Index

12/31/08

0.35%

10.60%

 

12.75%

†††

Past performance is not predictive of future performance. 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. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.

 The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.
†† The total return performance figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
††† For comparative purposes, the value of the Index as of 12/31/08 is used as the beginning value on 12/17/08.

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 Dreyfus Select Managers Small Cap Value Fund from June 1, 2015 to November 30, 2015. 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

assuming actual returns for the six months ended November 30, 2015

 
 

Class A

Class C

Class I

Class Y

Expenses paid per $1,000

$ 6.34

$ 10.05

$ 4.82

$ 4.67

Ending value (after expenses)

$959.90

$956.10

$960.90

$961.30

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 November 30, 2015

 
 

Class A

Class C

Class I

Class Y

Expenses paid per $1,000

$ 6.53

$ 10.35

$ 4.96

$ 4.81

Ending value (after expenses)

$1,018.60

$1,014.79

$1,020.16

$1,020.31

 Expenses are equal to the fund’s annualized expense ratio of 1.29% for Class A, 2.05% for Class C, .98% for Class I and .95% for Class Y, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

7

 

STATEMENT OF INVESTMENTS
November 30, 2015

           
 

Common Stocks - 97.4%

 

Shares

 

Value ($)

 

Automobiles & Components - 1.2%

         

American Axle & Manufacturing Holdings

 

22,280

a

507,093

 

Dorman Products

 

7,890

a

376,511

 

Gentherm

 

29,700

a

1,509,948

 

Horizon Global

 

12,808

a

111,302

 

Motorcar Parts of America

 

33,200

a

1,329,992

 

Superior Industries International

 

108,320

 

2,113,323

 

Thor Industries

 

20,570

 

1,191,414

 

Winnebago Industries

 

121,605

b

2,736,112

 
       

9,875,695

 

Banks - 14.8%

         

Atlantic Coast Financial

 

132,205

a

772,077

 

Banc of California

 

43,365

 

651,342

 

Bancorp

 

113,300

a,b

870,144

 

Bank of Hawaii

 

44,680

b

3,091,409

 

BankUnited

 

124,836

 

4,718,801

 

BBCN Bancorp

 

77,407

 

1,463,766

 

BofI Holding

 

37,200

a,b

745,116

 

Boston Private Financial Holdings

 

145,355

 

1,758,795

 

Brookline Bancorp

 

68,785

 

807,536

 

Bryn Mawr Bank

 

50,990

 

1,516,952

 

Cathay General Bancorp

 

23,075

 

791,934

 

Centerstate Banks

 

65,350

 

1,041,679

 

City Holding

 

35,350

b

1,764,672

 

Columbia Banking System

 

205,970

 

7,320,174

 

Commerce Bancshares

 

29,993

 

1,377,290

 

Community Bank System

 

44,345

b

1,912,600

 

Customers Bancorp

 

62,790

a

1,946,490

 

CVB Financial

 

115,180

 

2,130,830

 

Dime Community Bancshares

 

105,100

 

1,945,401

 

Eagle Bancorp

 

70,736

a

3,864,308

 

East West Bancorp

 

33,250

 

1,442,385

 

Essent Group

 

69,230

a

1,711,366

 

F.N.B.

 

12,899

 

187,293

 

First Financial Bancorp

 

107,540

 

2,166,931

 

First Merchants

 

25,777

 

701,134

 

First Niagara Financial Group

 

216,840

 

2,337,535

 

FirstMerit

 

105,588

 

2,136,045

 

8

 

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Banks - 14.8% (continued)

         

Great Southern Bancorp

 

28,790

 

1,464,259

 

Hancock Holding

 

45,396

 

1,321,932

 

Heritage Financial

 

40,958

 

801,958

 

Huntington Bancshares

 

203,580

 

2,379,850

 

IBERIABANK

 

86,791

 

5,499,946

 

Independent Bank

 

136,140

 

7,043,884

 

Investors bancorp

 

101,508

 

1,301,333

 

Lakeland Financial

 

46,360

 

2,231,770

 

MB Financial

 

172,138

b

6,152,212

 

Nationstar Mortgage Holdings

 

81,900

a,b

1,115,478

 

NMI Holdings, Cl. A

 

246,900

a

1,824,591

 

PacWest Bancorp

 

106,258

 

4,996,251

 

Popular

 

48,200

 

1,432,022

 

PrivateBancorp

 

12,330

 

543,876

 

Provident Financial Services

 

16,345

 

341,284

 

Radian Group

 

114,000

 

1,624,500

 

Renasant

 

28,850

 

1,053,891

 

Signature Bank

 

10,120

a

1,600,478

 

South State

 

55,530

 

4,365,213

 

Southside Bancshares

 

64,197

 

1,812,923

 

Sterling Bancorp

 

51,195

 

897,960

 

Stock Yards Bancorp

 

21,110

 

850,100

 

TCF Financial

 

88,850

 

1,361,182

 

Texas Capital Bancshares

 

47,770

a

2,831,806

 

TriCo Bancshares

 

61,440

 

1,800,192

 

TrustCo Bank

 

232,233

 

1,523,448

 

Umpqua Holdings

 

74,150

 

1,328,768

 

Union Bankshares

 

35,416

 

950,920

 

United Financial Bancorp

 

53,605

 

745,646

 

Wilshire Bancorp

 

182,840

 

2,256,246

 

WSFS Financial

 

59,970

 

2,048,575

 

Yadkin Financial

 

17,885

 

470,197

 
       

117,146,696

 

Capital Goods - 10.3%

         

AAON

 

59,440

 

1,468,762

 

Aerojet Rocketdyne Holdings

 

59,800

a

1,048,892

 

AeroVironment

 

36,750

a

940,065

 

Albany International, Cl. A

 

11,440

 

445,702

 

Allied Motion Technologies

 

18,348

 

438,150

 

9

 

STATEMENT OF INVESTMENTS (continued)

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Capital Goods - 10.3% (continued)

         

Allison Transmission Holdings

 

43,510

 

1,216,540

 

American Woodmark

 

6,400

a

524,864

 

Astronics

 

11,285

a

436,617

 

Beacon Roofing Supply

 

13,855

a

592,578

 

Briggs & Stratton

 

62,670

 

1,193,237

 

Carlisle

 

13,650

 

1,207,342

 

Chart Industries

 

42,820

a

913,351

 

Chicago Bridge & Iron Co.

 

31,670

b

1,353,892

 

Columbus McKinnon

 

76,460

 

1,578,134

 

DigitalGlobe

 

79,100

a

1,336,790

 

EMCOR Group

 

29,900

 

1,506,960

 

EnerSys

 

82,687

b

4,870,264

 

Franklin Electric

 

11,804

b

384,928

 

FreightCar America

 

94,345

 

2,287,866

 

GATX

 

18,830

 

871,829

 

Gibraltar Industries

 

9,936

a

265,192

 

Global Brass & Copper Holdings

 

12,045

 

280,167

 

Graco

 

21,250

 

1,603,525

 

Granite Construction

 

16,260

 

662,920

 

Great Lakes Dredge and Dock

 

268,510

a

1,216,350

 

H&E Equipment Services

 

50,800

 

1,016,508

 

Harsco

 

131,180

 

1,369,519

 

Hexcel

 

121,584

 

5,725,391

 

Hillenbrand

 

98,283

 

2,976,992

 

Houston Wire & Cable

 

42,060

 

261,613

 

Hyster-Yale Materials Handling

 

7,230

 

418,111

 

ITT

 

24,630

 

978,057

 

KBR

 

101,340

 

1,970,050

 

KEYW Holding

 

166,930

a,b

1,066,683

 

Lydall

 

32,321

a

1,177,131

 

Manitowoc

 

80,250

b

1,356,225

 

Meritor

 

71,210

a

764,795

 

Mueller Water Products, Cl. A

 

212,150

b

1,977,238

 

National Presto Industries

 

4,515

 

392,534

 

Orion Marine Group

 

61,433

a

269,077

 

Oshkosh

 

15,634

b

685,707

 

Owens Corning

 

38,200

 

1,789,288

 

Ply Gem Holdings

 

167,880

a

2,216,016

 

Quanex Building Products

 

22,285

 

414,724

 

10

 

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Capital Goods - 10.3% (continued)

         

RBC Bearings

 

20,600

a

1,454,772

 

Regal Beloit

 

71,111

 

4,583,815

 

Spirit Aerosystems Holdings, Cl. A

 

48,510

a

2,544,349

 

Standex International

 

18,515

 

1,654,686

 

Sun Hydraulics

 

22,500

 

740,925

 

Teledyne Technologies

 

15,835

a

1,464,896

 

The Greenbrier Companies

 

38,900

 

1,317,932

 

Toro

 

8,995

 

693,245

 

TriMas

 

110,075

a

2,380,922

 

Trinity Industries

 

43,000

 

1,167,450

 

Triumph Group

 

32,801

 

1,313,680

 

Tutor Perini

 

189,170

a

3,563,963

 

Twin Disc

 

30,580

 

353,199

 

Valmont Industries

 

6,800

b

797,300

 

Woodward

 

50,198

 

2,531,485

 
       

82,033,195

 

Commercial & Professional Services - 7.2%

         

ABM Industries

 

120,927

 

3,587,904

 

Acacia Research

 

85,250

b

503,828

 

ACCO Brands

 

122,450

a,b

945,314

 

Brady, Cl. A

 

16,260

 

429,101

 

CBIZ

 

50,259

a

538,274

 

CDI

 

41,861

 

286,329

 

CEB

 

22,300

 

1,723,121

 

Civeo

 

118,955

a

230,773

 

Clean Harbors

 

29,800

a

1,290,042

 

Covanta Holding

 

195,040

b

3,149,896

 

Deluxe

 

36,299

 

2,128,936

 

G&K Services, Cl. A

 

13,600

 

906,712

 

Huron Consulting Group

 

81,231

a

4,712,210

 

Kelly Services, Cl. A

 

34,935

 

587,956

 

Korn/Ferry International

 

26,722

 

983,370

 

Matthews International, Cl. A

 

113,056

 

6,761,879

 

McGrath RentCorp

 

121,800

 

3,554,124

 

MSA Safety

 

107,848

 

5,058,071

 

Multi-Color

 

28,990

b

1,812,165

 

Pitney Bowes

 

138,025

 

2,981,340

 

R.R. Donnelley & Sons

 

95,533

b

1,537,126

 

Steelcase, Cl. A

 

489,178

 

9,783,560

 

11

 

STATEMENT OF INVESTMENTS (continued)

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Commercial & Professional Services - 7.2% (continued)

         

Tetra Tech

 

54,964

 

1,527,450

 

UniFirst

 

17,340

 

1,882,777

 

US Ecology

 

10,495

 

397,131

 
       

57,299,389

 

Consumer Durables & Apparel - 1.8%

         

Columbia Sportswear

 

4,500

 

210,735

 

Crocs

 

55,870

a

621,554

 

CSS Industries

 

33,540

 

972,995

 

Deckers Outdoor

 

14,800

a,b

724,312

 

G-III Apparel Group

 

6,395

a

293,339

 

Helen of Troy

 

3,400

a

351,594

 

Iconix Brand Group

 

23,974

a,b

168,777

 

iRobot

 

12,100

a

400,389

 

M/I Homes

 

130,860

a

3,056,890

 

Nautilus

 

26,475

a

508,585

 

Skullcandy

 

178,100

a

724,867

 

Steven Madden

 

27,900

a

890,010

 

TRI Pointe Group

 

89,250

a

1,245,037

 

UCP, Cl. A

 

74,685

a

582,543

 

Unifi

 

70,260

a

2,095,856

 

Vera Bradley

 

82,300

a

980,193

 

Wolverine World Wide

 

27,105

 

493,040

 
       

14,320,716

 

Consumer Services - 2.7%

         

American Public Education

 

55,570

a

1,293,114

 

Apollo Education Group

 

168,610

a

1,190,387

 

Ascent Capital Group, Cl. A

 

36,000

a

719,640

 

Bloomin' Brands

 

48,610

 

841,439

 

Bob Evans Farms

 

16,565

 

660,115

 

Capella Education

 

35,310

 

1,694,880

 

Cheesecake Factory

 

38,740

 

1,825,816

 

Del Taco Restaurants

 

60,230

a,b

664,939

 

DeVry Education Group

 

57,070

b

1,355,412

 

Houghton Mifflin Harcourt

 

50,200

a

991,952

 

Interval Leisure Group

 

108,930

 

1,701,487

 

J Alexander's Holdings

 

31,219

 

332,170

 

Jamba

 

85,900

a,b

1,200,023

 

La Quinta Holdings

 

31,620

a

473,984

 

LifeLock

 

99,900

a,b

1,442,556

 

12

 

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Consumer Services - 2.7% (continued)

         

Marriott Vacations Worldwide

 

6,495

 

395,091

 

Ruth's Hospitality Group

 

27,925

 

481,706

 

SeaWorld Entertainment

 

228,670

b

4,004,012

 
       

21,268,723

 

Diversified Financials - 4.9%

         

Ares Capital

 

132,881

 

2,102,177

 

Artisan Partners Asset Management, Cl. A

 

28,600

 

1,117,974

 

Cowen Group, Cl. A

 

449,400

a

2,134,650

 

Encore Capital Group

 

263,770

a,b

8,696,497

 

Evercore Partners, Cl. A

 

112,736

 

6,260,230

 

Fifth Street Finance

 

77,188

 

499,406

 

First Cash Financial Services

 

47,900

a

1,862,831

 

FNFV Group

 

180,845

a

2,023,656

 

Gain Capital Holdings

 

109,539

 

904,792

 

Green Dot, Cl. A

 

98,900

a

1,663,498

 

HFF, Cl. A

 

24,500

 

842,065

 

Janus Capital Group

 

58,781

b

928,152

 

New Mountain Finance

 

52,216

b

739,901

 

Stifel Financial

 

144,286

a

6,544,813

 

Virtus Investment Partners

 

2,990

 

407,358

 

Voya Financial

 

15,055

 

612,739

 

Waddell & Reed Financial, Cl. A

 

28,594

 

1,069,416

 

Westwood Holdings

 

11,590

 

676,277

 
       

39,086,432

 

Energy - 3.1%

         

Aegean Marine Petroleum Network

 

151,200

 

1,424,304

 

Atwood Oceanics

 

45,991

b

730,337

 

Core Laboratories

 

10,200

b

1,205,130

 

Delek US Holdings

 

46,000

 

1,273,740

 

Dorian LPG

 

28,005

a

369,946

 

Dril-Quip

 

4,050

a

255,596

 

Era Group

 

98,090

a

1,156,481

 

Helix Energy Solutions Group

 

78,300

a,b

507,384

 

ION Geophysical

 

187,870

a

104,756

 

Laredo Petroleum

 

255,896

a,b

2,786,707

 

McDermott International

 

78,220

a,b

346,515

 

Newpark Resources

 

235,830

a

1,532,895

 

Oasis Petroleum

 

19,780

a

227,272

 

Oil States International

 

134,978

a

4,281,502

 

13

 

STATEMENT OF INVESTMENTS (continued)

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Energy - 3.1% (continued)

         

PBF Energy, Cl. A

 

20,600

 

834,094

 

PDC Energy

 

15,770

a,b

890,847

 

RSP Permian

 

129,255

a,b

3,668,257

 

Stone Energy

 

40,095

a,b

292,293

 

TETRA Technologies

 

144,690

a

1,348,511

 

Tidewater

 

51,742

b

492,066

 

Triangle Petroleum

 

32,618

a

24,985

 

Whiting Petroleum

 

21,080

a

348,031

 

World Fuel Services

 

8,735

 

380,759

 
       

24,482,408

 

Exchange-Traded Funds - .4%

         

iShares Russell 2000 ETF

 

24,884

b

2,963,684

 

Food & Staples Retailing - .3%

         

Andersons

 

37,550

 

1,294,348

 

Fresh Market

 

15,400

a

369,292

 

SpartanNash

 

23,767

 

513,843

 

Village Super Market, Cl. A

 

16,900

 

437,710

 
       

2,615,193

 

Food, Beverage & Tobacco - 1.5%

         

Calavo Growers

 

8,895

 

503,279

 

Lancaster Colony

 

49,247

 

5,725,456

 

National Beverage

 

46,000

a

1,998,700

 

Pinnacle Foods

 

16,020

 

697,511

 

Sanderson Farms

 

8,838

b

661,171

 

Snyder's-Lance

 

14,300

 

530,101

 

TreeHouse Foods

 

24,695

a,b

2,135,130

 
       

12,251,348

 

Health Care Equipment & Services - 3.9%

         

Accuray

 

150,590

a,b

1,060,154

 

Addus HomeCare

 

37,510

a

854,853

 

Air Methods

 

87,967

a,b

3,844,158

 

Allscripts Healthcare Solutions

 

178,165

a

2,713,453

 

AmSurg

 

3,100

a

260,586

 

Anika Therapeutics

 

59,598

a

2,500,732

 

BioTelemetry

 

64,300

a

810,823

 

Cynosure, Cl. A

 

37,200

a

1,564,632

 

Derma Sciences

 

127,685

a,b

572,029

 

Globus Medical, Cl. A

 

15,490

a

420,244

 

Halyard Health

 

29,105

a

931,069

 

14

 

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Health Care Equipment & Services - 3.9% (continued)

         

HealthSouth

 

44,960

 

1,582,142

 

Kindred Healthcare

 

347,223

 

4,635,427

 

LHC Group

 

42,010

a

1,955,565

 

Molina Healthcare

 

43,070

a,b

2,595,398

 

Natus Medical

 

9,300

a

453,654

 

NuVasive

 

7,180

a

374,365

 

Patterson

 

27,650

 

1,260,010

 

PharMerica

 

12,315

a

418,956

 

Providence Service

 

27,300

a

1,321,866

 

Team Health Holdings

 

9,435

a

520,246

 

WellCare Health Plans

 

7,980

a

658,190

 
       

31,308,552

 

Household & Personal Products - .4%

         

Elizabeth Arden

 

41,660

a,b

427,015

 

HRG Group

 

35,235

a,b

482,367

 

Nu Skin Enterprises, Cl. A

 

25,020

b

872,447

 

WD-40

 

13,550

 

1,338,333

 
       

3,120,162

 

Insurance - 4.6%

         

American Equity Investment Life Holding

 

100,335

 

2,689,981

 

American Financial Group

 

20,230

 

1,497,020

 

Assurant

 

19,120

 

1,635,142

 

Endurance Specialty Holdings

 

21,700

b

1,431,332

 

Federated National Holding Company, Cl. C

 

56,600

 

1,618,194

 

First American Financial

 

158,221

 

6,240,236

 

Greenlight Capital Re, Cl. A

 

44,300

a,b

913,023

 

Horace Mann Educators

 

128,240

 

4,479,423

 

Infinity Property & Casualty

 

15,200

 

1,299,600

 

Maiden Holdings

 

109,400

b

1,685,854

 

Navigators Group

 

23,790

a

2,052,125

 

Primerica

 

101,040

 

5,177,290

 

RLI

 

22,000

 

1,335,400

 

Stewart Information Services

 

60,982

 

2,642,960

 

The Hanover Insurance Group

 

3,913

 

331,040

 

Validus Holdings

 

26,199

 

1,236,069

 
       

36,264,689

 

Materials - 5.9%

         

A. Schulman

 

120,523

 

4,171,301

 

American Vanguard

 

151,290

 

2,384,330

 

15

 

STATEMENT OF INVESTMENTS (continued)

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Materials - 5.9% (continued)

         

Ampco-Pittsburgh

 

23,630

 

274,344

 

AptarGroup

 

20,090

 

1,496,303

 

Avery Dennison

 

52,960

 

3,493,242

 

Century Aluminum

 

40,955

a,b

152,762

 

Chemtura

 

43,740

a

1,343,693

 

Clearwater Paper

 

13,774

a

672,309

 

Cliffs Natural Resources

 

661,490

a,b

1,481,738

 

Crown Holdings

 

51,210

a

2,658,311

 

Ferro

 

289,180

a

3,473,052

 

FutureFuel

 

5,200

 

74,464

 

Glatfelter

 

70,600

 

1,255,974

 

Greif, Cl. A

 

22,929

 

813,292

 

Haynes International

 

11,445

 

447,500

 

Innospec

 

8,695

 

507,788

 

Intrepid Potash

 

332,180

a,b

1,192,526

 

Kaiser Aluminum

 

40,041

 

3,432,315

 

Koppers Holdings

 

55,236

a

1,261,038

 

Kraton Performance Polymers

 

28,310

a

629,898

 

Materion

 

56,490

 

1,639,340

 

Mercer International

 

57,885

 

616,475

 

Nevsun Resources

 

235,350

 

647,213

 

Olympic Steel

 

29,450

 

331,607

 

PolyOne

 

208,549

 

7,503,593

 

Rayonier Advanced Materials

 

204,100

 

2,287,961

 

Resolute Forest Products

 

93,700

a,b

721,490

 

Sonoco Products

 

23,853

 

1,045,238

 

Stepan

 

16,700

 

869,402

 
       

46,878,499

 

Media - 1.6%

         

Cinemark Holdings

 

50,000

 

1,735,000

 

Crown Media Holdings, Cl. A

 

56,900

a

322,623

 

E.W. Scripps, Cl. A

 

72,800

 

1,597,232

 

Manchester United, Cl. A

 

42,765

b

786,876

 

Meredith

 

108,381

 

5,055,974

 

New Media Investment Group

 

105,141

 

1,914,618

 

World Wrestling Entertainment, Cl. A

 

54,300

b

922,557

 
       

12,334,880

 

Pharmaceuticals, Biotechnology & Life Sciences - 2.6%

         

ACADIA Pharmaceuticals

 

6,600

a

250,470

 

16

 

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Pharmaceuticals, Biotechnology & Life Sciences - 2.6% (continued)

         

Affymetrix

 

100,770

a

954,292

 

Albany Molecular Research

 

26,180

a

521,506

 

Axsome Therapeutics

 

93,055

 

821,676

 

BioDelivery Sciences International

 

98,175

a,b

601,813

 

Cambrex

 

33,890

a

1,817,521

 

Cempra

 

6,585

a

210,127

 

Charles River Laboratories International

 

107,728

a

8,248,733

 

Concert Pharmaceuticals

 

101,788

a

2,333,999

 

DepoMed

 

32,170

a

625,385

 

Flamel Technologies, ADR

 

113,229

a

1,627,101

 

Fluidigm

 

30,600

a,b

347,922

 

Impax Laboratories

 

3,895

a

171,614

 

Lannett Company

 

40,843

a,b

1,509,557

 

Myriad Genetics

 

4,200

a

182,700

 

PAREXEL International

 

5,330

a

361,641

 

Relypsa

 

9,910

a

223,074

 
       

20,809,131

 

Real Estate - 3.6%

         

Alexander & Baldwin

 

8,490

 

321,856

 

AV Homes

 

53,605

a

746,182

 

Chatham Lodging Trust

 

52,100

c

1,187,359

 

Communications Sales & Leasing

 

36,600

c

711,870

 

Corporate Office Properties Trust

 

224,087

c

4,994,899

 

Equity Commonwealth

 

34,800

a,c

961,176

 

FelCor Lodging Trust

 

178,000

c

1,427,560

 

First Potomac Realty Trust

 

53,967

c

627,097

 

Hersha Hospitality Trust

 

69,417

c

1,638,935

 

Highwoods Properties

 

7,590

c

330,620

 

iStar Financial

 

151,093

a,c

1,994,428

 

LaSalle Hotel Properties

 

75,145

c

2,119,840

 

Lexington Realty Trust

 

142,100

c

1,220,639

 

Medical Properties Trust

 

112,967

b,c

1,356,734

 

New Senior Investment Group

 

186,986

c

1,725,881

 

Newcastle Investment

 

225,550

c

981,143

 

Outfront Media

 

50,865

c

1,162,265

 

Parkway Properties

 

114,536

c

1,956,275

 

Ramco-Gershenson Properties Trust

 

36,679

c

618,775

 

RE/MAX Holdings, Cl. A

 

27,000

 

1,012,770

 

Sovran Self Storage

 

6,390

c

642,131

 

17

 

STATEMENT OF INVESTMENTS (continued)

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Real Estate - 3.6% (continued)

         

Sun Communities

 

4,395

c

293,806

 

Sunstone Hotel Investors

 

35,890

c

526,865

 
       

28,559,106

 

Retailing - 3.9%

         

Asbury Automotive Group

 

7,590

a

570,009

 

Barnes & Noble

 

86,400

 

1,105,920

 

Big Lots

 

68,090

 

3,063,369

 

DSW, Cl. A

 

70,867

 

1,627,106

 

Express

 

116,121

a

1,943,866

 

Finish Line, Cl. A

 

93,094

 

1,544,429

 

Genesco

 

13,701

a

742,046

 

GNC Holdings, Cl. A

 

44,990

 

1,341,152

 

Haverty Furniture

 

35,860

 

865,660

 

Hibbett Sports

 

42,356

a,b

1,389,700

 

Lithia Motors, Cl. A

 

40,437

 

5,023,893

 

Lumber Liquidators Holdings

 

27,646

a,b

431,831

 

New York & Co.

 

61,280

a

134,816

 

Office Depot

 

108,888

a

717,572

 

Outerwall

 

26,685

b

1,651,801

 

Pier 1 Imports

 

166,690

b

1,126,824

 

Rent-A-Center

 

76,194

 

1,307,489

 

Select Comfort

 

59,136

a

1,396,792

 

Shutterfly

 

36,600

a

1,679,940

 

Sonic Automotive, Cl. A

 

49,797

 

1,208,075

 

The Children's Place

 

17,600

 

850,432

 

West Marine

 

37,360

a

343,338

 

Zumiez

 

49,323

a,b

744,284

 
       

30,810,344

 

Semiconductors & Semiconductor Equipment - 3.3%

         

Amkor Technology

 

150,280

a

1,021,904

 

Applied Micro Circuits

 

55,110

a

403,405

 

Axcelis Technologies

 

574,890

a

1,517,710

 

Brooks Automation

 

38,545

 

429,777

 

Cabot Microelectronics

 

42,170

a

1,769,453

 

CEVA

 

31,530

a

800,547

 

ChipMOS TECHNOLOGIES Bermuda

 

41,700

 

805,227

 

Cypress Semiconductor

 

90,565

a

979,913

 

Entegris

 

40,565

a

552,495

 

Fairchild Semiconductor International

 

16,565

a

323,680

 

18

 

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Semiconductors & Semiconductor Equipment - 3.3% (continued)

         

FormFactor

 

113,150

a,b

985,537

 

Intersil, Cl. A

 

25,155

 

364,244

 

MA-COM Technology Solutions Holdings

 

33,200

a,b

1,226,740

 

MaxLinear, Cl. A

 

10,835

a

189,613

 

Mellanox Technologies

 

25,090

a

1,127,545

 

Microsemi

 

154,096

a

5,548,997

 

MKS Instruments

 

9,695

 

357,455

 

Rambus

 

172,880

a

2,062,458

 

Rudolph Technologies

 

33,000

a

469,590

 

Silicon Laboratories

 

5,545

a

300,040

 

Teradyne

 

78,897

 

1,639,480

 

Ultratech

 

98,890

a

1,642,563

 

Veeco Instruments

 

44,000

a

899,800

 

Xcerra

 

77,272

a

467,496

 
       

25,885,669

 

Software & Services - 6.7%

         

ACI Worldwide

 

20,680

a

486,394

 

Acxiom

 

107,500

a

2,461,750

 

American Software, Cl. A

 

67,700

 

700,695

 

AVG Technologies

 

73,100

a

1,541,679

 

Bankrate

 

78,330

a,b

1,142,051

 

Barracuda Networks

 

10,840

a

206,285

 

Blackbaud

 

3,980

 

245,884

 

Booz Allen Hamilton Holdings

 

200,687

 

6,110,919

 

Cadence Design Systems

 

68,610

a

1,530,003

 

Cass Information Systems

 

28,618

 

1,541,652

 

Computer Services

 

13,193

 

505,292

 

Convergys

 

130,200

 

3,353,952

 

CoreLogic

 

65,030

a

2,397,006

 

Covisint

 

184,100

a

476,819

 

DST Systems

 

22,110

 

2,703,611

 

Epiq Systems

 

61,600

 

833,448

 

Fair Isaac

 

6,090

 

580,073

 

FalconStor Software

 

413,115

a

797,312

 

Gigamon

 

16,900

a

457,821

 

Heartland Payment Systems

 

17,150

 

1,360,681

 

InterXion Holding

 

11,885

a

365,107

 

Jack Henry & Associates

 

25,150

 

1,996,407

 

Lionbridge Technologies

 

171,200

a

907,360

 

19

 

STATEMENT OF INVESTMENTS (continued)

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Software & Services - 6.7% (continued)

         

MAXIMUS

 

8,195

 

465,066

 

Mentor Graphics

 

12,655

 

237,028

 

MoneyGram International

 

87,060

a

764,387

 

Monotype Imaging Holdings

 

41,550

 

1,098,167

 

NeuStar, Cl. A

 

63,200

a,b

1,592,640

 

Nuance Communications

 

117,650

a

2,462,414

 

Rackspace Hosting

 

51,150

a

1,463,913

 

Rovi

 

112,590

a,b

1,329,688

 

SeaChange International

 

110,520

a

770,324

 

Silver Spring Networks

 

86,200

a

1,149,046

 

Syntel

 

33,860

a

1,639,840

 

Unwired Planet

 

587,474

a

569,850

 

VASCO Data Security International

 

33,100

a,b

618,308

 

VeriFone Systems

 

29,960

a

859,253

 

Verint Systems

 

58,958

a

2,762,189

 

Xura

 

105,483

a

2,728,845

 
       

53,213,159

 

Technology Hardware & Equipment - 8.0%

         

ADTRAN

 

23,038

 

375,750

 

Anixter International

 

92,555

a

6,308,549

 

ARRIS Group

 

77,880

a

2,380,792

 

Aviat Networks

 

422,208

a

392,653

 

Avid Technology

 

93,000

a,b

705,870

 

Avnet

 

29,620

 

1,342,378

 

Badger Meter

 

21,525

b

1,309,366

 

Belden

 

81,429

 

5,111,298

 

Black Box

 

33,883

 

383,217

 

Brocade Communications Systems

 

104,780

 

983,360

 

Ciena

 

78,530

a

1,966,391

 

Cognex

 

19,500

 

723,450

 

Comtech Telecommunications

 

15,107

 

332,807

 

CTS

 

30,102

 

571,336

 

Dolby Laboratories, Cl. A

 

22,210

 

768,022

 

Extreme Networks

 

108,715

a

480,520

 

Harmonic

 

122,500

a

677,425

 

II-VI

 

67,930

a

1,264,857

 

Infinera

 

78,220

a,b

1,761,514

 

Ingram Micro, Cl. A

 

51,280

 

1,586,090

 

InvenSense

 

52,600

a,b

609,634

 

20

 

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Technology Hardware & Equipment - 8.0% (continued)

         

Itron

 

34,730

a

1,248,543

 

Kimball Electronics

 

33,970

a

389,296

 

Knowles

 

69,297

a,b

1,141,322

 

Lexmark International, Cl. A

 

101,810

 

3,496,155

 

Littelfuse

 

54,122

 

5,875,484

 

LRAD

 

75,590

b

116,409

 

Lumentum Holdings

 

18,540

 

370,800

 

Maxwell Technologies

 

99,900

a,b

705,294

 

Mercury Systems

 

95,290

a

1,865,778

 

Methode Electronics

 

59,300

 

2,139,544

 

Neonode

 

148,765

a,b

410,591

 

OSI Systems

 

12,110

a

1,133,859

 

Park Electrochemical

 

52,868

 

925,719

 

Plexus

 

6,224

a

231,533

 

Quantum

 

730,564

a

643,554

 

Rogers

 

39,450

a

2,186,713

 

ScanSource

 

30,089

a

1,156,019

 

ShoreTel

 

178,700

a

1,833,462

 

Sonus Networks

 

135,296

a

952,484

 

SYNNEX

 

6,650

 

626,896

 

Viavi Solutions

 

96,400

a

613,104

 

Vishay Intertechnology

 

435,120

b

5,186,630

 

Vishay Precision Group

 

21,080

a

253,592

 
       

63,538,060

 

Telecommunication Services - .5%

         

FairPoint Communications

 

64,800

a,b

1,186,488

 

Telephone & Data Systems

 

20,440

 

578,248

 

US Cellular

 

13,940

a

581,159

 

Vonage Holdings

 

199,100

a

1,284,195

 
       

3,630,090

 

Transportation - 1.1%

         

Air Transport Services Group

 

73,917

a

702,951

 

Allegiant Travel

 

1,600

 

280,208

 

Avis Budget Group

 

18,700

a,b

699,193

 

Celadon Group

 

89,500

 

1,244,050

 

Danaos

 

105,701

a

629,978

 

Forward Air

 

5,480

 

263,533

 

Landstar System

 

24,050

 

1,501,201

 

Ryder System

 

22,270

 

1,468,929

 

21

 

STATEMENT OF INVESTMENTS (continued)

           
 

Common Stocks - 97.4% (continued)

 

Shares

 

Value ($)

 

Transportation - 1.1% (continued)

         

Spirit Airlines

 

6,290

a

231,283

 

Swift Transportation

 

83,770

a,b

1,337,807

 

Werner Enterprises

 

16,865

 

454,680

 
       

8,813,813

 

Utilities - 3.1%

         

ALLETE

 

148,167

 

7,549,109

 

Atlantic Power

 

239,800

b

479,600

 

Dynegy

 

69,420

a

1,119,050

 

Laclede Group

 

85,196

 

4,972,039

 

MGE Energy

 

3,900

 

169,533

 

NorthWestern

 

29,500

 

1,608,635

 

Ormat Technologies

 

28,850

b

1,060,238

 

PNM Resources

 

45,600

 

1,322,400

 

Portland General Electric

 

115,746

 

4,273,342

 

Questar

 

71,400

 

1,353,030

 

Talen Energy

 

93,500

a

728,365

 
       

24,635,341

 

Total Common Stocks (cost $707,037,766)

     

773,144,974

 

Investment of Cash Collateral for Securities Loaned - 5.1%

         

Registered Investment Company;

         

Dreyfus Institutional Cash Advantage Fund
(cost $40,492,353)

 

40,492,353

d

40,492,353

 

Total Investments (cost $747,530,119)

 

102.5%

 

813,637,327

 

Liabilities, Less Cash and Receivables

 

(2.5%)

 

(19,738,977)

 

Net Assets

 

100.0%

 

793,898,350

 

ADR—American Depository Receipt
ETF—Exchange-Traded Fund

aNon-income producing security.
bSecurity, or portion thereof, on loan. At November 30, 2015, the value of the fund’s securities on loan was $76,250,299 and the value of the collateral held by the fund was $79,063,550, consisting of cash collateral of $40,492,353 and U.S. Government & Agency securities valued at $38,571,197.
cInvestment in real estate investment trust.
dInvestment in affiliated money market mutual fund.

22

 

   

Portfolio Summary (Unaudited)

Value (%)

Banks

14.8

Capital Goods

10.3

Technology Hardware & Equipment

8.0

Commercial & Professional Services

7.2

Software & Services

6.7

Materials

5.9

Money Market Investment

5.1

Diversified Financials

4.9

Insurance

4.6

Health Care Equipment & Services

3.9

Retailing

3.9

Real Estate

3.6

Semiconductors & Semiconductor Equipment

3.3

Utilities

3.1

Energy

3.1

Consumer Services

2.7

Pharmaceuticals, Biotechnology & Life Sciences

2.6

Consumer Durables & Apparel

1.8

Media

1.6

Food, Beverage & Tobacco

1.5

Automobiles & Components

1.2

Transportation

1.1

Telecommunication Services

.5

Household & Personal Products

.4

Exchange-Traded Funds

.4

Food & Staples Retailing

.3

 

102.5

 Based on net assets.

See notes to financial statements.

23

 

STATEMENT OF ASSETS AND LIABILITIES
November 30, 2015

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including securities on loan, valued at $76,250,299)—Note 1(b):

 

 

 

 

Unaffiliated issuers

 

707,037,766

 

773,144,974

 

Affiliated issuers

 

40,492,353

 

40,492,353

 

Cash

 

 

 

 

16,669,566

 

Receivable for investment securities sold

 

 

 

 

9,179,265

 

Dividends and securities lending income receivable

 

 

 

 

981,327

 

Receivable for shares of Common Stock subscribed

 

 

 

 

260,556

 

Prepaid expenses

 

 

 

 

31,525

 

 

 

 

 

 

840,759,566

 

Liabilities ($):

 

 

 

 

Due to The Dreyfus Corporation and affiliates—Note 3(c)

 

 

 

 

660,681

 

Liability for securities on loan—Note 1(b)

 

 

 

 

40,492,353

 

Payable for shares of Common Stock redeemed

 

 

 

 

2,994,807

 

Payable for investment securities purchased

 

 

 

 

2,625,412

 

Accrued expenses

 

 

 

 

87,963

 

 

 

 

 

 

46,861,216

 

Net Assets ($)

 

 

793,898,350

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

693,270,034

 

Accumulated undistributed investment income—net

 

 

 

 

5,138,683

 

Accumulated net realized gain (loss) on investments

 

 

 

 

29,382,425

 

Accumulated net unrealized appreciation (depreciation)
on investments

 

 

 

 

66,107,208

 

Net Assets ($)

 

 

793,898,350

 

 

           

Net Asset Value Per Share

Class A

Class C

Class I

Class Y

 

Net Assets ($)

2,250,279

153,609

20,731,185

770,763,277

 

Shares Outstanding

102,211

7,429

927,198

34,488,447

 

Net Asset Value Per Share ($)

22.02

20.68

22.36

22.35

 

See notes to financial statements.

24

 

STATEMENT OF OPERATIONS
Year Ended November 30, 2015

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Income:

 

 

 

 

Interest

 

 

7

 

Cash dividends from unaffiliated issuers (net of $12,677 foreign taxes
withheld at source):

 

 

11,431,805

 

Income from securities lending—Note 1(b)

 

 

1,228,678

 

Total Income

 

 

12,660,490

 

Expenses:

 

 

 

 

Management fee—Note 3(a)

 

 

7,133,344

 

Custodian fees—Note 3(c)

 

 

104,514

 

Registration fees

 

 

67,613

 

Directors’ fees and expenses—Note 3(d)

 

 

66,378

 

Professional fees

 

 

53,400

 

Prospectus and shareholders’ reports

 

 

20,583

 

Shareholder servicing costs—Note 3(c)

 

 

16,163

 

Loan commitment fees—Note 2

 

 

8,832

 

Distribution fees—Note 3(b)

 

 

752

 

Miscellaneous

 

 

43,718

 

Total Expenses

 

 

7,515,297

 

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

 

 

(628)

 

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

 

 

(7)

 

Net Expenses

 

 

7,514,662

 

Investment Income—Net

 

 

5,145,828

 

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

 

 

Net realized gain (loss) on investments

33,806,637

 

Net unrealized appreciation (depreciation) on investments

 

 

(36,914,350)

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

(3,107,713)

 

Net Increase in Net Assets Resulting from Operations

 

2,038,115

 

See notes to financial statements.

25

 

STATEMENT OF CHANGES IN NET ASSETS

                   
                   

 

 

 

 

Year Ended November 30,

 

 

 

 

2015

 

 

 

2014

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

5,145,828

 

 

 

2,622,735

 

Net realized gain (loss) on investments

 

33,806,637

 

 

 

88,770,738

 

Net unrealized appreciation (depreciation)
on investments

 

(36,914,350)

 

 

 

(63,501,216)

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

2,038,115

 

 

 

27,892,257

 

Dividends to Shareholders from ($):

 

 

 

 

 

 

 

 

Investment income—net:

 

 

 

 

 

 

 

 

Class A

 

 

(472)

 

 

 

(5,087)

 

Class I

 

 

(48,079)

 

 

 

(3,895,063)

 

Class Y

 

 

(2,152,331)

 

 

 

(6)

 

Net realized gain on investments:

 

 

 

 

 

 

 

 

Class A

 

 

(245,496)

 

 

 

(138,419)

 

Class C

 

 

(6,784)

 

 

 

(19,582)

 

Class I

 

 

(2,368,821)

 

 

 

(56,713,713)

 

Class Y

 

 

(86,586,187)

 

 

 

(93)

 

Total Dividends

 

 

(91,408,170)

 

 

 

(60,771,963)

 

Capital Stock Transactions ($):

 

 

 

 

 

 

 

 

Net proceeds from shares sold:

 

 

 

 

 

 

 

 

Class A

 

 

874,382

 

 

 

909,969

 

Class C

 

 

139,000

 

 

 

18,504

 

Class I

 

 

12,382,332

 

 

 

76,211,933

 

Class Y

 

 

176,243,101

 

 

 

799,022,425

 

Dividends reinvested:

 

 

 

 

 

 

 

 

Class A

 

 

244,237

 

 

 

141,900

 

Class C

 

 

6,784

 

 

 

19,582

 

Class I

 

 

2,099,337

 

 

 

30,393,174

 

Class Y

 

 

44,506,043

 

 

 

-

 

Cost of shares redeemed:

 

 

 

 

 

 

 

 

Class A

 

 

(656,031)

 

 

 

(466,697)

 

Class C

 

 

(32,174)

 

 

 

(201,387)

 

Class I

 

 

(11,708,004)

 

 

 

(779,866,478)

 

Class Y

 

 

(110,423,433)

 

 

 

(32,065,072)

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

113,675,574

 

 

 

94,117,853

 

Total Increase (Decrease) in Net Assets

24,305,519

 

 

 

61,238,147

 

Net Assets ($):

 

 

 

 

 

 

 

 

Beginning of Period

 

 

769,592,831

 

 

 

708,354,684

 

End of Period

 

 

793,898,350

 

 

 

769,592,831

 

Undistributed investment income—net

5,138,683

 

 

 

2,182,492

 

26

 

                   

 

 

 

 

Year Ended November 30,

 

 

 

 

2015

 

 

 

2014

 

Capital Share Transactions (Shares):

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

Shares sold

 

 

39,576

 

 

 

36,677

 

Shares issued for dividends reinvested

 

 

10,898

 

 

 

5,770

 

Shares redeemed

 

 

(29,202)

 

 

 

(19,251)

 

Net Increase (Decrease) in Shares Outstanding

21,272

 

 

 

23,196

 

Class C

 

 

 

 

 

 

 

 

Shares sold

 

 

6,329

 

 

 

795

 

Shares issued for dividends reinvested

 

 

320

 

 

 

831

 

Shares redeemed

 

 

(1,545)

 

 

 

(8,480)

 

Net Increase (Decrease) in Shares Outstanding

5,104

 

 

 

(6,854)

 

Class Ia

 

 

 

 

 

 

 

 

Shares sold

 

 

544,636

 

 

 

3,068,808

 

Shares issued for dividends reinvested

 

 

92,252

 

 

 

1,223,987

 

Shares redeemed

 

 

(518,816)

 

 

 

(30,100,703)

 

Net Increase (Decrease) in Shares Outstanding

118,072

 

 

 

(25,807,908)

 

Class Ya

 

 

 

 

 

 

 

 

Shares sold

 

 

7,754,243

 

 

 

30,943,433

 

Shares issued for dividends reinvested

 

 

1,956,768

 

 

 

-

 

Shares redeemed

 

 

(4,863,937)

 

 

 

(1,302,104)

 

Net Increase (Decrease) in Shares Outstanding

4,847,074

 

 

 

29,641,329

 

                   

During the period ended November 30, 2014, 27,149,740 Class I shares representing $705,893,243 were exchanged for 27,160,186 Class Y shares.

 

See notes to financial statements.

27

 

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. 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 November 30,

Class A Shares

 

2015

2014

2013

2012

2011

Per Share Data ($):

           

Net asset value, beginning of period

 

24.89

26.25

19.62

18.66

19.63

Investment Operations:

           

Investment income (loss)—neta

 

.07

.01

.06

.02

(.04)

Net realized and unrealized
gain (loss) on investments

 

(.02)

.84

7.57

2.56

.23

Total from Investment Operations

 

.05

.85

7.63

2.58

.19

Distributions:

           

Dividends from investment income—net

 

(.00)b

(.08)

(.00)b

-

-

Dividends from net realized
gain on investments

 

(2.92)

(2.13)

(1.00)

(1.62)

(1.16)

Total Distributions

 

(2.92)

(2.21)

(1.00)

(1.62)

(1.16)

Net asset value, end of period

 

22.02

24.89

26.25

19.62

18.66

Total Return (%)c

 

.01

3.35

40.73

15.04

.62

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

1.29

1.31

1.33

1.40

1.29

Ratio of net expenses to average net assets

 

1.29

1.30

1.30

1.36

1.27

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

 

.31

.02

.25

.12

(.18)

Portfolio Turnover Rate

 

65.39

104.22

68.30

74.74

67.49

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

 

2,250

2,015

1,516

889

1,071

a Based on average shares outstanding.
b Amount represents less than $.01 per share.
c Exclusive of sales charge.

See notes to financial statements.

28

 

             
       
 

Year Ended November 30,

Class C Shares

 

2015

2014

2013

2012

2011

Per Share Data ($):

           

Net asset value, beginning of period

 

23.70

25.19

19.00

18.25

19.34

Investment Operations:

           

Investment (loss)—neta

 

(.09)

(.20)

(.10)

(.12)

(.18)

Net realized and unrealized
gain (loss) on investments

 

(.01)

.84

7.29

2.49

.25

Total from Investment Operations

 

(.10)

.64

7.19

2.37

.07

Distributions:

           

Dividends from net realized
gain on investments

 

(2.92)

(2.13)

(1.00)

(1.62)

(1.16)

Net asset value, end of period

 

20.68

23.70

25.19

19.00

18.25

Total Return (%)b

 

(.72)

2.60

39.69

14.16

(.03)

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

2.42

2.22

2.16

2.15

2.03

Ratio of net expenses to average net assets

 

2.04

2.05

2.06

2.12

2.02

Ratio of net investment (loss)
to average net assets

 

(.47)

(.83)

(.48)

(.64)

(.92)

Portfolio Turnover Rate

 

65.39

104.22

68.30

74.74

67.49

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

 

154

55

231

165

164

a Based on average shares outstanding.
b Exclusive of sales charge.

See notes to financial statements.

29

 

FINANCIAL HIGHLIGHTS (continued)

                   
             
 

Year Ended November 30,

Class I Shares

 

2015

2014

2013

2012

2011

Per Share Data ($):

           

Net asset value, beginning of period

 

25.22

26.55

19.84

18.83

19.72

Investment Operations:

           

Investment income—neta

 

.14

.08

.14

.10

.04

Net realized and unrealized
gain (loss) on investments

 

(.03)

.87

7.65

2.57

.23

Total from Investment Operations

 

.11

.95

7.79

2.67

.27

Distributions:

           

Dividends from investment income—net

 

(.05)

(.15)

(.08)

(.04)

-

Dividends from net realized
gain on investments

 

(2.92)

(2.13)

(1.00)

(1.62)

(1.16)

Total Distributions

 

(2.97)

(2.28)

(1.08)

(1.66)

(1.16)

Net asset value, end of period

 

22.36

25.22

26.55

19.84

18.83

Total Return (%)

 

.26

3.72

41.27

15.45

1.04

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

.97

.95

.95

.99

.99

Ratio of net expenses to average net assets

 

.97

.95

.95

.99

.99

Ratio of net investment income
to average net assets

 

.62

.31

.60

.52

.20

Portfolio Turnover Rate

 

65.39

104.22

68.30

74.74

67.49

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

 

20,731

20,403

706,606

429,732

297,086

a Based on average shares outstanding.

See notes to financial statements.

30

 

                   
             
 

Year Ended November 30,

Class Y Shares

 

2015

 

2014

 

2013a

Per Share Data ($):

           

Net asset value, beginning of period

 

25.21

 

26.54

 

22.76

Investment Operations:

           

Investment income—netb

 

.15

 

.12

 

.02

Net realized and unrealized
gain (loss) on investments

 

(.03)

 

.83

 

3.76

Total from Investment Operations

 

.12

 

.95

 

3.78

Distributions:

           

Dividends from investment income—net

 

(.06)

 

(.15)

 

-

Dividends from net realized
gain on investments

 

(2.92)

 

(2.13)

 

-

Total Distributions

 

(2.98)

 

(2.28)

 

-

Net asset value, end of period

 

22.35

 

25.21

 

26.54

Total Return (%)

 

.31

 

3.71

 

16.61c

Ratios/Supplemental Data (%):

           

Ratio of total expenses to average net assets

 

.95

 

.95

 

1.01d

Ratio of net expenses to average net assets

 

.95

 

.95

 

.99d

Ratio of net investment income
to average net assets

 

.65

 

.45

 

.07d

Portfolio Turnover Rate

 

65.39

 

104.22

 

68.30

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

 

770,763

 

747,120

 

1

a From July 1, 2013 (commencement of initial offering) to November 30, 2013.
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:

Dreyfus Select Managers Small Cap Value Fund (the “fund”) is a separate non-diversified series of Strategic 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 ten series, including the fund. The fund’s investment objective is to seek capital appreciation. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. EACM Advisors LLC (“EACM”), a subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s portfolio allocation manager. Thompson, Siegel and Walmsley, LLC (“TS&W”), Walthausen & Co., LLC (“Walthausen”), Neuberger Berman Management LLC (“Neuberger Berman”), Lombardia Capital Partners, LLC (“Lombardia”), Iridian Asset Management LLC (“Iridian”), Kayne Anderson Rudnick Investment Management, LLC (“Kayne”), Channing Capital Management, LLC (“Channing”) and Eastern Shore Capital Management (“Eastern Shore”) serve as the fund’s subinvestment advisers, each managing an allocated portion of the fund’s portfolio. At a May 4, 2015 meeting, the Company’s Board of Directors (the “Board”) approved a new sub-investment advisory agreement with Eastern Shore, which became effective May 18, 2015.

MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares. The fund is authorized to issue 100 million shares of $.001 par value Common Stock in each of the following classes of shares: Class A, Class C, Class I and Class Y. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class C shares are subject to a contingent deferred sales charge (“CDSC”) imposed on Class C shares redeemed within one year of purchase. Class I and Class Y 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, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to

32

 

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’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

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

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

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

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

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

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

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

33

 

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

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

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

34

 

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

The following is a summary of the inputs used as of November 30, 2015 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 - Domestic Common Stocks

758,068,405

-

-

758,068,405

Equity Securities - Foreign Common Stocks

12,112,885

-

-

12,112,885

Exchange-Traded Funds

2,963,684

-

-

2,963,684

Mutual Funds

40,492,353

-

-

40,492,353

 See Statement of Investments for additional detailed categorizations.

At November 30, 2015, there were no transfers between levels of the fair value hierarchy.

(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 Dreyfus, 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 Dreyfus, 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

35

 

NOTES TO FINANCIAL STATEMENTS (continued)

unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. During the period ended November 30, 2015, The Bank of New York Mellon earned $296,949 from lending portfolio securities, pursuant to the securities lending agreement.

(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” under the Act. Investments in affiliated investment companies during the period ended November 30, 2015 were as follows:

           

Affiliated Investment Company

Value
11/30/2014 ($)

Purchases ($)

Sales ($)

Value 11/30/2015 ($)

Net
Assets (%)

Dreyfus Institutional Cash
Advantage Fund

45,342,224

249,839,039

254,688,910

40,492,353

5.1

(d) Dividends to shareholders: Dividends 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.

(e) 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 sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended November 30, 2015, 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 November 30, 2015, the fund did not incur any interest or penalties.

Each tax year for the four-year period ended November 30, 2015 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At November 30, 2015, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $9,866,404,

36

 

undistributed capital gains $38,075,901 and unrealized appreciation $56,055,326. In addition, the fund had $3,369,315 of capital losses realized after October 31, 2015, which were deferred for tax purposes to the first day of the following fiscal year.

The tax character of distributions paid to shareholders during the fiscal periods ended November 30, 2015 and November 30, 2014 were as follows: ordinary income $31,930,847 and $30,997,047, and long-term capital gains $59,477,323 and $29,774,916, respectively.

During the period ended November 30, 2015, as a result of permanent book to tax differences, primarily due to the tax treatment for dividend reclassification and passive foreign investment companies, the fund increased accumulated undistributed investment income-net by $11,245, decreased accumulated net realized gain (loss) on investments by $10,765 and decreased paid-in capital by $480. 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 Dreyfus-managed funds in a $480 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 7, 2015, the unsecured credit facility with Citibank, N.A. was $430 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended November 30, 2015, the fund did not borrow under the Facilities.

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

(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of .90% of the value of the fund’s average daily net assets and is payable monthly. Dreyfus has contractually agreed, from December 1, 2014 through April 1, 2016, to waive receipt of its fees and/or assume the direct expenses of the fund, so that the expenses of Class A, C, I and Y shares (excluding Rule 12b- 1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.05%, 1.05%, 1.05% and .95%, of the value of the respective class’ average daily net assets The reduction in expenses,

37

 

NOTES TO FINANCIAL STATEMENTS (continued)

pursuant to the undertaking, amounted to $628 during the period ended November 30, 2015.

Pursuant to a Portfolio Allocation Agreement between Dreyfus and EACM, Dreyfus pays EACM a monthly fee at an annual percentage of the value of the fund’s average daily net assets.

Pursuant to separate sub-investment advisory agreements between Dreyfus and TS&W, Walthausen, Neuberger Berman, Lombardia, Iridian, Kayne, Channing and Eastern Shore, each serves as the fund’s sub-investment adviser responsible for the day-to-day management of a portion of the fund’s portfolio. Dreyfus pays each sub-investment adviser a monthly fee at an annual percentage of the value of the fund’s average daily net assets. Dreyfus has obtained an exemptive order from the SEC (the “Order”), upon which the fund may rely, to use a manager of managers approach that permits Dreyfus, subject to certain conditions and approval by the Board, to enter into and materially amend sub-investment advisory agreements with one or more sub-investment advisers who are either unaffiliated with Dreyfus or are wholly-owned subsidiaries (as defined under the Act) of Dreyfus’ ultimate parent company, BNY Mellon, without obtaining shareholder approval. The Order also allows the fund to disclose the sub-investment advisory fee paid by Dreyfus to any unaffiliated sub-investment adviser in the aggregate with other unaffiliated sub-investment advisers in documents filed with the SEC and provided to shareholders. In addition, pursuant to the Order, it is not necessary to disclose the sub-investment advisory fee payable by Dreyfus separately to a sub-investment adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to Dreyfus. Dreyfus has ultimate responsibility (subject to oversight by the Board) to supervise any sub-investment adviser and recommend the hiring, termination, and replacement of any sub-investment adviser to the Board.

During the period ended November 30, 2015, the Distributor retained $345 from commissions earned on sales of the fund's Class A shares.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. During the period ended November 30, 2015, Class C shares were charged $752 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may

38

 

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. 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 November 30, 2015, Class A and Class C shares were charged $5,679 and $251, respectively, pursuant to the Shareholder Services Plan.

The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2015, the fund was charged $3,465 for transfer agency services and $147 for cash management services. These fees are included in Shareholder servicing costs in the Statement of Operations. Cash management fees were partially offset by earnings credits of $7.

The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2015, the fund was charged $104,514 pursuant to the custody agreement.

During the period ended November 30, 2015, the fund was charged $24,254 for services performed by the Chief Compliance Officer and his staff.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $584,976, Distribution Plan fees $86, Shareholder Services Plan fees $485, custodian fees $70,496, Chief Compliance Officer fees $3,882 and transfer agency fees $780, which are offset against an expense reimbursement currently in effect in the amount of $24.

39

 

NOTES TO FINANCIAL STATEMENTS (continued)

(d) Each Board member also serves as a Board member of other funds within the Dreyfus 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, during the period ended November 30, 2015, amounted to $534,221,245 and $501,088,454, respectively.

At November 30, 2015, the cost of investments for federal income tax purposes was $757,582,001; accordingly, accumulated net unrealized appreciation on investments was $56,055,326, consisting of $125,446,696 gross unrealized appreciation and $69,391,370 gross unrealized depreciation.

40

 

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors
Dreyfus Select Managers Small Cap Value Fund

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus Select Managers Small Cap Value Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2015, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2015 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus Select Managers Small Cap Value Fund at November 30, 2015, 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 the financial highlights for each of the indicated periods, in conformity with U.S. generally accepted accounting principles.

New York, New York
January 28, 2016

41

 

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby reports 22.52% of the ordinary dividends paid during the fiscal year ended November 30, 2015 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, $6,405,270 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2016 of the percentage applicable to the preparation of their 2015 income tax returns. Also, the fund hereby reports $.9724 per share as a short-term capital gain distribution and $1.9415 per share as a long-term capital gain distribution paid on December 31, 2014 and also reports $.0034 per share as a long-term capital gain distribution paid on March 25, 2015.

42

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT, PORTFOLIO ALLOCATION MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)

At a meeting of the fund’s Board of Directors held on November 2-3, 2015, the Board considered the renewal of (a) the fund’s Management Agreement, pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Management Agreement”); (b) Dreyfus’ Portfolio Allocation Management Agreement (the “Allocation Agreement”) with EACM Advisors LLC (“EACM”), pursuant to which EACM is responsible for evaluating and recommending subadvisers to provide the fund with day-to-day portfolio management services, recommending the percentage of fund assets to be allocated to each subadviser, monitoring and evaluating the performance of the subadvisers, and recommending whether a subadviser should be terminated; and (c) Dreyfus’ separate Sub-Investment Advisory Agreements (collectively with the Management Agreement and the Allocation Agreement, the “Agreements”) with each of Channing Capital Management, LLC, Iridian Asset Management LLC, Kayne Anderson Rudnick Investment Management, LLC, Lombardia Capital Partners, LLC, Neuberger Berman Management, LLC, Thompson, Siegel & Walmsley LLC and Walthausen & Co., LLC (collectively, the “Subadvisers”), pursuant to which each Subadviser serves as a sub-investment adviser and provides day-to-day management of the fund’s investments. The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus, EACM and the Subadvisers. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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

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

43

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT, PORTFOLIO ALLOCATION MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

Subadvisers, and EACM’s evaluations and recommendations to Dreyfus regarding the Subadvisers and EACM’s supervisory activities over the Subadvisers. The Board also considered the Subadvisers’ brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Lipper, Inc. (“Lipper”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended September 30, 2015, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Lipper as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Lipper used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. They also noted that performance generally should be considered over longer periods of time, although it is possible that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to affect disproportionately long-term performance. The Board discussed the results of the comparisons and noted that the fund’s total return performance was below the Performance Group and Performance Universe medians for all periods, except for the four-year period when it was at the Performance Group median and above the Performance Universe median. The Dreyfus representatives noted the fund performance proximity to the Performance Group and Performance Universe medians for the five-year period. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index and noted that the fund’s performance was above the benchmark for four of the six calendar years shown and the proximity of the fund performance to the benchmark for the two years it was below the benchmark.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board noted that the fund’s contractual management fee was at the Expense Group median, the fund’s actual management fee was slightly above the Expense Group and above the Expense Universe medians and the fund’s total expenses were below the Expense Group and Expense Universe medians.

44

 

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

The Board considered the fee to EACM and to each Subadviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by EACM, each Subadviser and Dreyfus. The Board also reviewed and considered the individual performance of each Subadviser as to the portion of the fund’s assets under its management. The Board also noted that EACM’s and each Subadviser’s fee is paid by Dreyfus (out of its fee from the fund) and not the fund.

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

The Board considered on the advice of its counsel the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements bear a reasonable relationship to the mix of services provided by Dreyfus, including the nature, extent and quality of such services, and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since Dreyfus, and not the fund, pays EACM and the Subadvisers pursuant to the respective Agreements, the Board did not consider EACM’s or any Subadviser’s profitability to be relevant to its deliberations. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential

45

 

INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT, PORTFOLIO ALLOCATION MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)

benefits to Dreyfus and each Subadviser from acting as investment adviser and sub-investment adviser, respectively, and EACM from acting as portfolio allocation manager, and noted the soft dollar arrangements in effect for trading the fund’s investments.

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

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

· The Board expressed some concern with the fund’s relative performance and agreed to closely monitor performance.

· The Board concluded that the fees paid to Dreyfus, EACM and the Subadvisers were reasonable in light of the considerations described above.

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

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

46

 

BOARD MEMBERS INFORMATION (Unaudited)

INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (72)

Chairman of the Board (1995)

Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (1995-present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997-present)

No. of Portfolios for which Board Member Serves: 140

———————

Joni Evans (73)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Chief Executive Officer, www.wowOwow.com an online community dedicated to women’s conversations and publications (2007-present)

· Principal, Joni Evans Ltd. (publishing) (2006-present)

No. of Portfolios for which Board Member Serves: 24

———————

Ehud Houminer (75)

Board Member (1994)

Principal Occupation During Past 5 Years:

· Executive-in-Residence at the Columbia Business School, Columbia

University (1992-present)

Other Public Company Board Memberships During Past 5 Years:

·  Avnet, Inc., an electronics distributor, Director (1993-2012)

No. of Portfolios for which Board Member Serves: 61

———————

Hans C. Mautner (78)

Board Member (1984)

Principal Occupation During Past 5 Years:

· President-International Division and an Advisory Director of Simon Property Group, a

real estate investment company (1998-2010)

· Chairman and Chief Executive Officer of Simon Global Limited, a real estate company (1999-2010)

No. of Portfolios for which Board Member Serves: 24

———————

47

 

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

Robin A. Melvin (52)

Board Member (1995)

Principal Occupation During Past 5 Years:

· Co-chairman, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois; (2014-present; a board member since 2013)

· Director, Boisi Family Foundation, a private family foundation that supports youth-serving organizations that promote the self sufficiency of youth from disadvantaged circumstances (1995-2012)

No. of Portfolios for which Board Member Serves: 111

———————

Burton N. Wallack (65)

Board Member (2006)

Principal Occupation During Past 5 Years:

· President and Co-owner of Wallack Management Company, a real estate management

company (1987-present)

No. of Portfolios for which Board Member Serves: 24

———————

48

 

INTERESTED BOARD MEMBER

Gordon J. Davis (74)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Partner in the law firm of Venable LLP (2012-present)

· Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012)

Other Public Company Board Memberships During Past 5 Years:

· Consolidated Edison, Inc., a utility company, Director (1997-2014)

· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)

No. of Portfolios for which Board Member Serves: 60

Gordon J. Davis is deemed to be an “interested person” (as defined under the Act) of the Company as a result of his affiliation with Venable LLP, which provides legal services to the Company.

———————

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 The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.

William Hodding Carter III, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member

49

 

OFFICERS OF THE FUND (Unaudited)

BRADLEY J. SKAPYAK, President since January 2010.

Chief Operating Officer and a director of the Manager since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of the Manager and the transfer agent of the funds, since May 2011 and Executive Vice President of the Distributor since June 2007. From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of the Manager. He is an officer of 66 investment companies (comprised of 140 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since February 1988.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015

Chief Legal Officer of the Manager since June 2015; from June 2005 to June 2015, Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division, and Chief Legal Officer of Deutsche Investment Management Americas Inc. He is an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since June 2015.

JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.

Assistant General Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 52 years old and has been an employee of the Manager since February 1984.

JAMES BITETTO, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon and Secretary of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since December 1996.

JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 60 years old and has been an employee of the Manager since October 1988.

JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 54 years old and has been an employee of the Manager since June 2000.

JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since February 1991.

MAUREEN E. KANE, Vice President and Assistant Secretary since April 2015.

Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel, and from May 2009 until July 2014, Chief Compliance Officer of Century Capital Management. She is an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. She is 53 years old and has been an employee of the Manager since July 2014.

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

Senior Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager; from August 2005 to March 2013, Associate General Counsel of Third Avenue Management. She is 40 years old and has been an employee of the Manager since March 2013.

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

Senior Managing Counsel of BNY Mellon, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since October 1990.

JAMES WINDELS, Treasurer since November 2001.

Director – Mutual Fund Accounting of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since April 1985.

50

 

RICHARD CASSARO, Assistant Treasurer since January 2008.

Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 56 years old and has been an employee of the Manager since September 1982.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2003.

Senior Accounting Manager – Fixed Income Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since May 2007.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since June 1989.

ROBERT SVAGNA, Assistant Treasurer since August 2005.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 67 investment companies (comprised of 165 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since November 1990.

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

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (67 investment companies, comprised of 165 portfolios). He is 58 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

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

Anti-Money Laundering Compliance Officer of the Dreyfus 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 Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor and from 2007 to December 2011, Financial Processing Manager of the Distributor. She is an officer of 62 investment companies (comprised of 160 portfolios) managed by the Manager. She is 47 years old and has been an employee of the Distributor since 1997.

51

 

NOTES

52

 

NOTES

53

 

For More Information

Dreyfus Select Managers Small Cap Value Fund

200 Park Avenue
New York, NY 10166

Manager

The Dreyfus Corporation
200 Park Avenue
New York, NY 10166

Portfolio Allocation Manager

EACM Advisors LLC
200 Connecticut Avenue
Norwalk, CT 06854-1958

Sub-Investment Advisers

Thompson, Siegel and Walmsley, LLC
6806 Paragon Place, Suite 300
Richmond, VA 23230

Walthausen & Co., LLC
9 Executive Park Drive, Suite B
Clifton Park, NY 12065

Neuberger Berman Management LLC
605 Third Avenue
New York, NY 10158

Lombardia Capital Partners, LLC
55 South Lake Avenue, Suite 750
Pasadena, CA 91101

Iridian Asset Management LLC
276 Post Road West
Westport, CT 06880-4704

Kayne Anderson Rudnick Investment
Management, LLC
1800 Avenue of the Stars, Second Floor
Los Angeles, CA 90067

Channing Capital Management, LLC
10 South LaSalle Street
Suite 2401
Chicago, IL 60633

Eastern Shore Capital Management
18 Sewall Street
Marblehead, MA 01945

Custodian

The Bank of New York Mellon
225 Liberty Street
New York, NY 10286

Transfer Agent &
Dividend Disbursing Agent

Dreyfus Transfer, Inc.
200 Park Avenue
New York, NY 10166

Distributor

MBSC Securities Corporation
200 Park Avenue
New York, NY 10166

   

Ticker Symbols:

ClassA: DMVAX           Class C: DMECX           Class I: DMVIX           Class Y: DMVYX

Telephone Call your financial representative or 1-800-DREYFUS

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

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

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

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (phone 1-800-SEC-0330 for information).

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.dreyfus.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.

   

© 2016 MBSC Securities Corporation
6246AR1115

 


 

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 Ehud Houminer, 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").   Ehud Houminer 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 $151,308 in 2014 and $222,506 in 2015.

 

(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 $24,480 in 2014 and $31,365 in 2015. 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 2014 and $0 in 2015.

 

(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 $23,297 in 2014 and $16,764 in 2015. 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 2014 and $0 in 2015. 

 


 

(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 $2,293 in 2014 and $261 in 2015. 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 2014 and $0 in 2015. 

 

(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 account'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 $25,624,689 in 2014 and $19,802,219 in 2015. 

 

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.           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.

STRATEGIC FUNDS, INC

By:       /s/ Bradley J. Skapyak

            Bradley J. Skapyak

            President

 

Date:    January 20, 2016

 

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/ Bradley J. Skapyak

            Bradley J. Skapyak

            President

 

Date:    January 20, 2016

 

By:       /s/ James Windels

            James Windels

            Treasurer

 

Date:    January 20, 2016

 

 

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)


 

Exhibit (a)(1)

[INSERT CODE OF ETHICS]