N-CSR 1 lp1-6155.htm ANNUAL REPORT lp1-6155.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

811-3940

 

 

 

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)

 

 

 

 

 

John Pak, 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:

11/30/13

 

             

 

 

  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.

 

International Stock Fund

Global Stock Fund

Dreyfus U.S. Equity Fund

Dreyfus Select Managers Small Cap Value Fund

 


 

 

FORM N-CSR

Item 1.                         Reports to Stockholders.

 


 

International 
Stock Fund 

 

ANNUAL REPORT November 30, 2013




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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 LoseValue 

 



 

Contents

 

THE FUND

2     

A Letter from the President

3     

Discussion of Fund Performance

6     

Fund Performance

8     

UnderstandingYour Fund’s Expenses

8     

ComparingYour Fund’s Expenses With Those of Other Funds

9     

Statement of Investments

13     

Statement of Assets and Liabilities

14     

Statement of Operations

15     

Statement of Changes in Net Assets

17     

Financial Highlights

21     

Notes to Financial Statements

33     

Report of Independent Registered Public Accounting Firm

34     

Important Tax Information

35     

Information About the Renewal of the Fund’s Management and Sub-Investment Advisory Agreements

41     

Board Members Information

44     

Officers of 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, 2012, through November 30, 2013. 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.

Improving global economic conditions drove developed stock markets higher over much of the reporting period. Europe appeared to put the worst of its sovereign debt and banking crises behind it, and Japan embarked on a new economic course designed to reflate its long-stagnant domestic economy. However, the world’s emerging markets struggled with the effects of local economic slowdowns. As a result, equity market returns varied widely from one country to another over the past 12 months.

We currently expect global economic conditions to continue to improve in 2014, with stronger growth in many developed countries fueled by past and continuing monetary ease. The emerging markets seem poised for more moderate economic expansion. In the United States, we anticipate accelerating growth supported by the fading drags of tighter federal fiscal policies and downsizing on the state and local levels. For more information on how these observations may affect your investments, we encourage you to speak with your financial advisor.

Thank you for your continued confidence and support.


J. Charles Cardona
President
The Dreyfus Corporation
December 16, 2013

2



DISCUSSION OF FUND PERFORMANCE

For the reporting period of December 1, 2012, through November 30, 2013, 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, 2013, International Stock Fund’s Class A shares achieved a return of 11.65%, Class C shares returned 10.78% and Class I shares returned 12.13%.1 In comparison, the fund’s benchmark index, the Morgan Stanley Capital International Europe, Australasia, Far East Index (the “MSCI EAFE Index”), achieved an 24.84% return over the same period.2 The fund’s Class Y shares produced a total return of 8.49% for the period since their inception of July 1, 2013, through November 30, 2013.

Stocks throughout the developed world responded positively to a recovering global economy during the reporting period. The fund’s returns lagged its benchmark, mainly due to its focus on what we determine to be high-quality growth companies at a time when more speculative value-oriented stocks fared better.

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.

The Fund  3 

 



DISCUSSION OF FUND PERFORMANCE (continued)

Recovering Global Economy Fueled Markets’ Gains

International stocks rallied over the reporting period in response to aggressively accommodative monetary policies adopted by many central banks, which produced ample liquidity in financial markets. With bonds considered relatively unattractive due to rising long-term interest rates, investors flocked to equities to put their capital to work. Consequently, stock prices climbed sharply in most developed markets.

Europe seemed to put the worst of its financial crisis behind it, as evidenced by the end of a regional recession and rebounding stock prices in previously hard hit nations. Japan’s stock market was lifted by stimulative fiscal and monetary policies from a new government seeking to end years of economic stagnation. While the United States is not part of the MSCI EAFE Index, it led the global economic recovery as domestic growth was supported by employment gains and rebounding housing markets. In contrast, many emerging markets struggled with economic slowdowns during the reporting period.

Quality Bias Dampened Relative Performance

The fund’s relatively conservative investment approach tends to outperform market averages during downturns but typically lags during rallies.The reporting period was no exception, as industry leaders with histories of consistent growth generally fell out of favor among investors seeking more speculative opportunities. For example, in Japan, the fund maintained its emphasis on multinational companies with leadership positions in key export markets, but investors generally favored domestically focused companies that could benefit from newly stimulative fiscal and monetary policies. In Europe, the fund’s positions in global leaders in core nations trailed their lower quality counterparts in peripheral countries, where stocks rebounded from depressed levels.

Some of the fund’s greatest laggards for the reporting period were domiciled in Japan. Electronics producer Canon encountered competitive pressures in its cameras and printers segments, and energy producer INPEX was hurt by a weakening yen and sluggish demand from nearby emerging markets. In Australia, soft drinks bottler Coca-Cola Amatil encountered intensifying competitive pressures, while medical equipment maker Cochlear saw auditory implant procedures temporarily postponed in anticipation of a new product. In the emerging markets, China Shenhua Energy struggled amid an international glut of coal.

4



The fund achieved better results from Japanese auto parts maker Denso, which prospered in an environment of rising global car and truck sales.Also in Japan, real estate manager Mitsubishi Estate benefited from government efforts to reflate the domestic economy, and electronic equipment manufacturer Keyence proved well positioned for the global trend toward factory automation. Swiss pharmaceutical developer Roche Holding gained value when it more firmly established itself as a leader in oncology, and German apparel maker Adidas raised prices and profit margins.

High Confidence in Portfolio Holdings

Although we at Walter Scott remain more skeptical than the consensus view regarding the sustainability of economic recoveries in Japan and Europe, we have continued to identify opportunities among industry leaders that, in our analysis, are poised to benefit from positive secular trends.As of the reporting period’s end, we have found a number of companies meeting our investment criteria in the energy, consumer staples, consumer discretionary, and health care sectors, but relatively few in the financials, industrials, telecommunications services, and materials sectors. From a regional perspective, the fund held overweighted exposure to the emerging markets,Asia/Pacific markets, and Canada, and underweighted positions in Europe, the United Kingdom, and Japan.

December 16, 2013

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. 

 

The Fund  5 

 



FUND PERFORMANCE


  Source: Lipper Inc. 
††  The total return figures presented for ClassY 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 ClassY 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 ClassY 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.

On April 29, 2013, the Board authorized the fund to offer ClassY shares, as a new class of shares, to certain investors, including certain institutional investors. On July 1, 2013, ClassY shares were offered at net asset value and are not subject to certain fees, including Distribution Plan and Shareholder Services Plan fees.

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.

6



Average Annual Total Returns as of 11/30/13             
 
  Inception          From  
  Date  1 Year   5 Years   Inception  
Class A shares               
with maximum sales charge (5.75%)  12/29/06  5.24 %  12.77 %  3.15 % 
without sales charge  12/29/06  11.65 %  14.10 %  4.03 % 
Class C shares               
with applicable redemption charge   12/29/06  9.78 %  13.25 %  3.25 % 
without redemption  12/29/06  10.78 %  13.25 %  3.25 % 
Class I shares  12/29/06  12.13 %  14.52 %  4.42 % 
Class Y shares  7/1/13  12.72 %††  14.32 %††  4.17 %†† 
Morgan Stanley Capital               
International Europe,               
    Australasia, Far East Index  12/31/06  24.84 %  13.42 %  1.58 % 

 

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.

  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 ClassY 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 ClassY shares). 

 

The Fund  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 International Stock Fund from June 1, 2013 to November 30, 2013. 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, 2013

    Class A    Class C    Class I    Class Y 
Expenses paid per $1,000††  $ 6.67  $ 10.53  $ 4.76  $ 3.95 
Ending value (after expenses)  $ 1,062.80  $ 1,058.30  $ 1,065.00  $ 1,084.90 

 

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, 2013

    Class A    Class C    Class I    Class Y 
Expenses paid per $1,000††††  $ 6.53  $ 10.30  $ 4.66  $ 4.61 
Ending value (after expenses)  $ 1,018.60  $ 1,014.84  $ 1,020.46  $ 1,020.51 

 

  From July 1, 2013 (commencement of initial offering) to November 30, 2013 for ClassY shares. 
††  Expenses are equal to the fund’s annualized expense ratio of 1.29% for Class A, 2.04% for Class C and .92% 
  for Class I, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half 
  year period). Expenses are equal to the fund’s annualized expense ratio of .91% for ClassY, multiplied by the average 
  account value over the period, multiplied by 152/365 (to reflect the actual days in the period). 
†††  Please note that while ClassY shares commenced operations on July 1, 2013, the hypothetical expenses paid during 
  the period reflect projected activity for the full six month period for purposes of comparability.This projection assumes 
  that annualized expense ratios were in effect during the period June 1, 2013 to November 30, 2013. 
†††† Expenses are equal to the fund’s annualized expense ratio of 1.29% for Class A, 2.04% for Class C, .92% 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). 

 

8



STATEMENT OF INVESTMENTS

November 30, 2013

Common Stocks—96.9%  Shares  Value ($) 
Australia—8.0%     
Coca-Cola Amatil  4,763,000  52,416,411 
Cochlear  356,600  18,982,312 
CSL  1,019,000  63,750,109 
Woodside Petroleum  1,692,000  57,601,310 
Woolworths  2,180,100  66,855,606 
    259,605,748 
Belgium—1.5%     
Colruyt  849,000  47,875,506 
Brazil—1.5%     
Petroleo Brasileiro, ADR  2,917,800  48,260,412 
Canada—2.1%     
Suncor Energy  1,982,200  67,941,955 
China—3.2%     
China Shenhua Energy, Cl. H  10,513,000  35,664,639 
CNOOC  33,191,000  67,987,060 
    103,651,699 
Denmark—2.0%     
Novo Nordisk, Cl. B  368,000  65,928,557 
Finland—.9%     
Kone, Cl. B  318,000  29,231,595 
France—7.3%     
Air Liquide  450,100  62,750,034 
Danone  815,000  59,225,208 
Essilor International  507,576  53,251,546 
L’Oreal  366,700  61,362,482 
    236,589,270 
Germany—4.3%     
Adidas  603,300  73,385,624 
SAP  791,000  65,510,028 
    138,895,652 

 

The Fund  9 

 



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares  Value ($) 
Hong Kong—8.4%     
AIA Group  13,518,200  68,527,808 
China Mobile  5,678,500  61,161,134 
CLP Holdings  6,249,000  51,224,945 
Hang Lung Properties  8,857,000  29,761,156 
Hong Kong & China Gas  25,634,026  60,443,337 
    271,118,380 
Italy—.5%     
Tenaris, ADR  388,800  17,422,128 
Japan—19.5%     
AEON Mall  953,590  27,412,978 
Chugai Pharmaceutical  628,000  14,988,140 
Daito Trust Construction  644,500  61,150,276 
Denso  1,270,300  63,611,099 
FANUC  409,400  68,896,051 
Honda Motor  1,597,100  67,503,958 
INPEX  5,600,000  64,940,212 
Keyence  98,520  39,573,410 
Komatsu  2,912,300  60,523,078 
Mitsubishi Estate  1,066,000  29,593,479 
Shimamura  204,300  20,959,471 
Shin-Etsu Chemical  971,500  56,140,173 
Tokio Marine Holdings  1,759,700  58,401,874 
    633,694,199 
Singapore—1.9%     
DBS Group Holdings  2,401,226  32,874,896 
Oversea-Chinese Banking  3,539,061  29,443,995 
    62,318,891 

 

10



Common Stocks (continued)  Shares  Value ($) 
Spain—2.3%     
Inditex  477,000  76,060,480 
Sweden—2.2%     
Hennes & Mauritz, Cl. B  1,718,000  72,812,702 
Switzerland—9.7%     
Nestle  879,000  64,198,808 
Novartis  839,000  66,322,098 
Roche Holding  238,400  66,464,784 
SGS  11,090  24,996,547 
Swatch Group-BR  52,100  34,143,204 
Syngenta  153,000  60,092,674 
    316,218,115 
Taiwan—2.0%     
Taiwan Semiconductor Manufacturing, ADR  3,648,400  64,686,132 
United Kingdom—19.6%     
BG Group  3,575,000  73,034,992 
Burberry Group  2,506,000  62,616,170 
Centrica  9,895,000  54,775,228 
Compass Group  4,369,900  65,856,330 
HSBC Holdings  5,347,000  59,661,926 
Reckitt Benckiser Group  895,900  71,964,608 
SABMiller  1,185,000  61,137,646 
Smith & Nephew  4,995,000  66,653,944 
Standard Chartered  2,544,000  60,297,874 
Tesco  10,811,000  61,552,983 
    637,551,701 
Total Common Stocks     
(cost $2,632,848,695)    3,149,863,122 

 

The Fund  11 

 



STATEMENT OF INVESTMENTS (continued)

Other Investment—2.9%  Shares   Value ($) 
Registered Investment Company;       
Dreyfus Institutional Preferred       
    Plus Money Market Fund       
(cost $93,800,000)  93,800,000 a  93,800,000 
 
Total Investments (cost $2,726,648,695)  99.8 %  3,243,663,122 
Cash and Receivables (Net)  .2 %  6,986,273 
Net Assets  100.0 %  3,250,649,395 

 

ADR—American Depository Receipts 
BR—Bearer Certificate 
a Investment in affiliated money market mutual fund. 

 

12

Portfolio Summary (Unaudited)     
 
  Value (%)    Value (%) 
Consumer Staples  16.8  Materials  5.5 
Consumer Discretionary  16.5  Information Technology  5.2 
Financial  14.1  Utilities  5.1 
Energy  13.3  Money Market Investment  2.9 
Health Care  12.8  Telecommunication Services  1.9 
Industrial  5.7    99.8 

 

† Based on net assets. 
See notes to financial statements. 

 



STATEMENT OF ASSETS AND LIABILITIES 
November 30, 2013 

 

  Cost  Value  
Assets ($):       
Investments in securities—See Statement of Investments:       
Unaffiliated issuers  2,632,848,695  3,149,863,122  
Affiliated issuers  93,800,000  93,800,000  
Cash    1,327,629  
Cash denominated in foreign currencies  1,632,744  1,622,930  
Dividends receivable    5,412,826  
Receivable for shares of Common Stock subscribed    2,360,002  
Prepaid expenses    133,929  
    3,254,520,438  
Liabilities ($):       
Due to The Dreyfus Corporation and affiliates—Note 3(c)    2,724,229  
Payable for shares of Common Stock redeemed    749,714  
Accrued expenses    397,100  
    3,871,043  
Net Assets ($)    3,250,649,395  
Composition of Net Assets ($):       
Paid-in capital    2,762,989,007  
Accumulated undistributed investment income—net    36,794,406  
Accumulated net realized gain (loss) on investments    (66,179,326 ) 
Accumulated net unrealized appreciation (depreciation)       
on investments and foreign currency transactions    517,045,308  
Net Assets ($)    3,250,649,395  

 

Net Asset Value Per Share         
  Class A  Class C  Class I  Class Y 
Net Assets ($)  284,574,952  35,904,790  2,930,168,568  1,085 
Shares Outstanding  18,279,838  2,352,710  186,332,443  69 
Net Asset Value Per Share ($)  15.57  15.26  15.73  15.72 
See notes to financial statements.         

 

The Fund  13 

 



STATEMENT OF OPERATIONS 
Year Ended November 30, 2013 

 

Investment Income ($):     
Income:     
Cash dividends (net of $5,601,151 foreign taxes withheld at source):     
Unaffiliated issuers  69,759,988  
Affiliated issuers  68,608  
Interest  35,435  
Total Income  69,864,031  
Expenses:     
Management fee—Note 3(a)  24,104,015  
Shareholder servicing costs—Note 3(c)  1,404,473  
Custodian fees—Note 3(c)  822,894  
Registration fees  260,014  
Distribution fees—Note 3(b)  243,922  
Directors’ fees and expenses—Note 3(d)  213,437  
Professional fees  169,286  
Prospectus and shareholders’ reports  97,950  
Loan commitment fees—Note 2  27,924  
Miscellaneous  119,371  
Total Expenses  27,463,286  
Less—reduction in fees due to earnings credits—Note 3(c)  (294 ) 
Net Expenses  27,462,992  
Investment Income—Net  42,401,039  
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):     
Net realized gain (loss) on investments and foreign currency transactions  (1,708,326 ) 
Net realized gain (loss) on forward foreign currency exchange contracts  1,680,989  
Net Realized Gain (Loss)  (27,337 ) 
Net unrealized appreciation (depreciation) on     
investments and foreign currency transactions  260,328,361  
Net Realized and Unrealized Gain (Loss) on Investments  260,301,024  
Net Increase in Net Assets Resulting from Operations  302,702,063  
See notes to financial statements.     

 

14



STATEMENT OF CHANGES IN NET ASSETS

  Year Ended November 30,  
  2013 a  2012  
Operations ($):         
Investment income—net  42,401,039   32,588,010  
Net realized gain (loss) on investments  (27,337 )  (26,607,763 ) 
Net unrealized appreciation         
(depreciation) on investments  260,328,361   229,692,690  
Net Increase (Decrease) in Net Assets         
Resulting from Operations  302,702,063   235,672,937  
Dividends to Shareholders from ($):         
Investment income—net:         
Class A  (2,453,861 )  (1,727,130 ) 
Class C  (156,624 )  (33,444 ) 
Class I  (32,893,538 )  (14,304,931 ) 
Total Dividends  (35,504,023 )  (16,065,505 ) 
Capital Stock Transactions ($):         
Net proceeds from shares sold:         
Class A  147,162,705   69,431,573  
Class C  13,865,416   6,334,328  
Class I  1,149,860,399   952,851,615  
Class Y  1,000    
Dividends reinvested:         
Class A  2,370,457   1,702,274  
Class C  110,933   23,020  
Class I  22,258,109   7,414,889  
Cost of shares redeemed:         
Class A  (62,177,277 )  (108,468,076 ) 
Class C  (4,965,563 )  (8,328,062 ) 
Class I  (418,895,968 )  (338,580,321 ) 
Increase (Decrease) in Net Assets         
from Capital Stock Transactions  849,590,211   582,381,240  
Total Increase (Decrease) in Net Assets  1,116,788,251   801,988,672  
Net Assets ($):         
Beginning of Period  2,133,861,144   1,331,872,472  
End of Period  3,250,649,395   2,133,861,144  
Undistributed investment income—net  36,794,406   29,866,773  

 

The Fund  15 

 



STATEMENT OF CHANGES IN NET ASSETS (continued)

  Year Ended November 30,  
  2013 a  2012  
Capital Share Transactions:         
Class Ab         
Shares sold  9,880,843   5,272,552  
Shares issued for dividends reinvested  164,615   140,566  
Shares redeemed  (4,140,282 )  (8,325,957 ) 
Net Increase (Decrease) in Shares Outstanding  5,905,176   (2,912,839 ) 
Class Cb         
Shares sold  951,707   485,056  
Shares issued for dividends reinvested  7,807   1,923  
Shares redeemed  (336,282 )  (648,380 ) 
Net Increase (Decrease) in Shares Outstanding  623,232   (161,401 ) 
Class I         
Shares sold  77,060,413   72,715,136  
Shares issued for dividends reinvested  1,535,042   608,776  
Shares redeemed  (27,918,325 )  (25,572,016 ) 
Net Increase (Decrease) in Shares Outstanding  50,677,130   47,751,896  
Class Y         
Shares sold  69    

 

a Effective July 1, 2013, the fund commenced offering ClassY shares. 
b During the period ended November 30, 2013, 6,275 Class C shares representing $95,883 were exchanged for 
6,174 Class A shares. 

 

See notes to financial statements.

16



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  2013   2012   2011   2010   2009  
Per Share Data ($):                     
Net asset value, beginning of period  14.13   12.58   12.83   11.97   8.43  
Investment Operations:                     
Investment income—neta  .17   .21   .15   .09   .05  
Net realized and unrealized                     
gain (loss) on investments  1.46   1.46   (.31 )  .86   3.58  
Total from Investment Operations  1.63   1.67   (.16 )  .95   3.63  
Distributions:                     
Dividends from investment income—net  (.19 )  (.12 )  (.09 )  (.09 )  (.09 ) 
Net asset value, end of period  15.57   14.13   12.58   12.83   11.97  
Total Return (%)b  11.65   13.40   (1.32 )  7.99   43.33  
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  1.30   1.31   1.27   1.34   1.43  
Ratio of net expenses                     
to average net assets  1.30   1.31   1.27   1.34   1.42  
Ratio of net investment income                     
to average net assets  1.14   1.62   1.08   .69   .50  
Portfolio Turnover Rate  2.58   5.47   5.07   5.91   21.67  
Net Assets, end of period ($ x 1,000)  284,575   174,825   192,351   124,347   18,059  

 

a  Based on average shares outstanding at each month end. 
b  Exclusive of sales charge. 

 

See notes to financial statements.

The Fund  17 

 



FINANCIAL HIGHLIGHTS (continued)

      Year Ended November 30,      
Class C Shares  2013   2012   2011   2010   2009  
Per Share Data ($):                     
Net asset value, beginning of period  13.86   12.33   12.64   11.83   8.32  
Investment Operations:                     
Investment income (loss)—neta  .06   .12   .04   (.02 )  (.01 ) 
Net realized and unrealized                     
gain (loss) on investments  1.43   1.43   (.30 )  .87   3.53  
Total from Investment Operations  1.49   1.55   (.26 )  .85   3.52  
Distributions:                     
Dividends from investment income—net  (.09 )  (.02 )  (.05 )  (.04 )  (.01 ) 
Net asset value, end of period  15.26   13.86   12.33   12.64   11.83  
Total Return (%)b  10.78   12.58   (2.08 )  7.18   42.31  
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  2.04   2.06   2.05   2.13   2.25  
Ratio of net expenses                     
to average net assets  2.04   2.06   2.05   2.13   2.22  
Ratio of net investment income (loss)                     
to average net assets  .42   .90   .33   (.12 )  (.13 ) 
Portfolio Turnover Rate  2.58   5.47   5.07   5.91   21.67  
Net Assets, end of period ($ x 1,000)  35,905   23,962   23,319   13,959   1,224  

 

a  Based on average shares outstanding at each month end. 
b  Exclusive of sales charge. 

 

See notes to financial statements.

18



          Year Ended November 30,      
Class I Shares  2013   2012   2011   2010   2009  
Per Share Data ($):                     
Net asset value,                     
beginning of period  14.26   12.70   12.93   12.04   8.47  
Investment Operations:                     
Investment income—neta  .23   .26   .19   .14   .12  
Net realized and unrealized                     
gain (loss) on investments  1.48   1.46   (.31 )  .86   3.57  
Total from Investment Operations  1.71   1.72   (.12 )  1.00   3.69  
Distributions:                     
Dividends from                     
investment income—net  (.24 )  (.16 )  (.11 )  (.11 )  (.12 ) 
Net asset value, end of period  15.73   14.26   12.70   12.93   12.04  
Total Return (%)  12.13   13.74   (1.01 )  8.38   43.98  
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  .92   .93   .93   .97   1.01  
Ratio of net expenses                     
to average net assets  .92   .93   .93   .97   1.01  
Ratio of net investment income                     
to average net assets  1.54   1.96   1.41   1.11   1.18  
Portfolio Turnover Rate  2.58   5.47   5.07   5.91   21.67  
Net Assets, end of period                     
($ x 1,000)  2,930,169   1,935,074   1,116,202   688,992   339,535  
 
a Based on average shares outstanding at each month end.              
See notes to financial statements.                     

 

The Fund  19 

 



FINANCIAL HIGHLIGHTS (continued)

  Period Ended 
Class Y Shares  November 30, 2013a 
Per Share Data ($):   
Net asset value, beginning of period  14.49 
Investment Operations:   
Investment income—netb  .06 
Net realized and unrealized gain (loss) on investments  1.17 
Total from Investment Operations  1.23 
Net asset value, end of period  15.72 
Total Return (%)c  8.49 
Ratios/Supplemental Data (%):   
Ratio of total expenses to average net assetsd  .91 
Ratio of net expenses to average net assetsd  .91 
Ratio of net investment income to average net assetsd  .93 
Portfolio Turnover Rate  2.58 
Net Assets, end of period ($ x 1,000)  1 

 

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

 

See notes to financial statements.

20



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 nine series, including the fund.The fund’s investment objective seeks 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 subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s sub-investment adviser.

At a meeting held on April 29, 2013, the Company’s Board of Directors (the “Board”) approved, effective July 1, 2013: (a) for the fund to offer Class Y shares; and, (b) an increase in the authorized shares of the fund from 400 million to 500 million and authorized 100 million Class Y shares. The Board also approved, effective July 29, 2013, an increase in the authorized shares of the fund from 500 million to 600 million and to increase Class I shares from 200 million to 300 million.

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 (300 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”) on Class C shares redeemed within one year of purchase. Class I and ClassY shares are offered at net asset value 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.

The Fund  21 

 



NOTES TO FINANCIAL STATEMENTS (continued)

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, 2013, MBC Investments Corp., an indirect subsidiary of BNY Mellon, held all of the outstanding Class Y shares of the fund.

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 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).

22



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. 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, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered invest-

The Fund  23 

 



NOTES TO FINANCIAL STATEMENTS (continued)

ment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are categorized within Level 1 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.

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

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

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.

24



The following is a summary of the inputs used as of November 30, 2013 in valuing the fund’s investments:

    Level 2—Other  Level 3—   
  Level 1—  Significant  Significant   
  Unadjusted  Observable  Unobservable   
  Quoted Prices  Inputs  Inputs  Total 
Assets ($)         
Investments in Securities:       
Equity Securities—         
Foreign         
Common         
Stocks  3,149,863,122      3,149,863,122 
Mutual Funds  93,800,000      93,800,000 
 
† See Statement of Investments for additional detailed categorizations.   

 

At November 30, 2013, there were no transfers between Level 1 and Level 2 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.

The Fund  25 

 



NOTES TO FINANCIAL STATEMENTS (continued)

(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 in affiliated investment companies during the period ended November 30, 2013 were as follows:

Affiliated         
Investment  Value ($)   Value  Net 
Company 11/30/2012   Purchases ($)  Sales ($) 11/30/2013 ($) Assets (%)
Dreyfus         
Institutional         
Preferred         
Plus Money         
Market         
Fund  47,720,000  850,450,000 804,370,000  93,800,000  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 dis-

26



tributions 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, 2013, 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, 2013, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended November 30, 2013 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At November 30, 2013, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $46,743,520, accumulated capital losses $63,676,108 and unrealized appreciation $504,592,976.

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 Fund  27 

 



NOTES TO FINANCIAL STATEMENTS (continued)

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, 2013. 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 $5,721,194 of post-enactment short-term capital losses and $25,943,779 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, 2013 and November 30, 2012 were as follows: ordinary income $35,504,023 and $16,065,505, respectively.

During the period ended November 30, 2013, as a result of permanent book to tax differences, primarily due to the tax treatment for foreign currency gains and losses, the fund increased accumulated undistributed investment income-net by $30,617 and decreased 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.

(h) Accounting Pronouncement: In January 2013, FASB issued Accounting Standards Update No. 2013-01 (“ASU 2013-01”), “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”, which replaced Accounting Standards Update No. 2011-11 (“ASU 2011-11”), “Disclosures about Offsetting Assets and Liabilities”. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods.ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities.ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to enforceable master netting arrangements (“MNA”) or similar agreements. Management is currently evaluating the application of ASU 2013-01 and its impact on the fund’s financial statements.

28



NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $265 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 9, 2013, the unsecured credit facility with Citibank, N.A. was $210 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, 2013, 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, 2013, the Distributor retained $15,844 from commissions earned on sales of the fund’s Class A shares and $5,646 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, 2013, Class C shares were charged $243,922, pursuant to the Distribution Plan.

The Fund  29 

 



NOTES TO FINANCIAL STATEMENTS (continued)

(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, 2013, Class A and Class C shares were charged $604,029 and $81,307, 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 DreyfusTransfer, 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, 2013, the fund was charged $67,590 for transfer agency services and $2,166 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 $291.

The fund compensates The Bank of NewYork 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, 2013, the fund was charged $822,894 pursuant to the custody agreement.

30



The fund compensated The Bank of New York Mellon under a cash management agreement that was in effect until September 30, 2013 for performing certain cash management services related to fund subscriptions and redemptions. During the period ended November 30, 2013, the fund was charged $1,071 pursuant to the cash management agreement, which is included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $3.

During the period ended November 30, 2013, the fund was charged $9,055 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 $2,256,243, Distribution Plan fees $22,091, Shareholder Services Plan fees $65,630, custodian fees $355,080, Chief Compliance Officer fees $3,833 and transfer agency fees $21,352.

(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, 2013, amounted to $881,721,875 and $70,224,287, respectively.

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. Each type of derivative instrument that was held by the fund during the period ended November 30, 2013 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

The Fund  31 

 



NOTES TO FINANCIAL STATEMENTS (continued)

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. At November 30, 2013, there were no forward contracts outstanding.

The following summarizes the average market value of derivatives outstanding during the period ended November 30, 2013:

  Average Market Value ($) 
Forward contracts  10,572,723 

 

At November 30, 2013, the cost of investments for federal income tax purposes was $2,739,101,027; accordingly, accumulated net unrealized appreciation on investments was $504,562,095, consisting of $586,893,219 gross unrealized appreciation and $82,331,124 gross unrealized depreciation.

32



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, 2013, 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, 2013 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, 2013, 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.


NewYork, NewYork 
January 27, 2014 

 

The Fund  33 

 



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, 2013:

—the total amount of taxes paid to foreign countries was $5,384,262

—the total amount of income sourced from foreign countries was $75,361,140.

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 2013 calendar year with Form 1099-DIV which will be mailed in early 2014.

For the fiscal year ended November 30, 2013, certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $35,504,023 represents the maximum amount that may be considered qualified dividend income.

34



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 4-5, 2013, 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 “Sub-Adviser”) provides day-to-day management of the fund’s investments.The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Sub-Adviser. 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,

The Fund  35 

 



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

 

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

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by 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, 2013, 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 the one- and two- year periods and above the

36



Performance Group and Performance Universe medians for the three-, four- and five-year 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 returns of the benchmark in four of the five years.

The Board received a presentation from a representative of the Sub-Adviser describing the fund’s investment strategy and performance generally over the past two calendar years as well as the appeal to fund shareholders of the Sub-Adviser’s low beta and benchmark-agnostic investment approach, as reflected in the fund’s continuing net asset growth since inception. During this presentation, the Board noted how the Sub-Adviser’s benchmark-agnostic investment approach can be expected to result in periods of significant outperformance and underperformance from time to time.

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 slightly below the Expense Group median, the fund’s actual management fee was at 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 (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 Sub-Adviser or its affiliates for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients.They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors.The

The Fund  37 

 



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

 

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 Sub-Adviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Sub-Adviser and Dreyfus.The Board also noted the Sub-Adviser’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 the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus of 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 Sub-Adviser, 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 Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’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

38



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 Sub-Adviser 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 Sub-Adviser are adequate and appropriate.

  • The Board generally was satisfied with the fund’s overall performance, in light of the considerations described above.

  • The Board concluded that the fees paid to Dreyfus and the Sub- Adviser 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 Sub-Adviser, of the fund and the services provided to the fund by Dreyfus and the Sub-Adviser.The Board also relied on information received on a routine and regular basis throughout the year relating to

The Fund  39 

 



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

 

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 that renewal of the Agreements was in the best interests of the fund and its shareholders.

40



BOARD MEMBERS INFORMATION (Unaudited)

Joseph S. DiMartino (70) 
Chairman of the Board (1995) 
Principal Occupation During Past 5Years: 
• Corporate Director and Trustee 
Other Public Company Board Memberships During Past 5Years: 
• CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small 
and medium size companies, Director (1997-present) 
• The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills 
and paperboard converting plants, Director (2000-2010) 
• Sunair Services Corporation, a provider of certain outdoor-related services to homes and 
businesses, Director (2005-2009) 
No. of Portfolios for which Board Member Serves: 141 
——————— 
William Hodding Carter III (78) 
Board Member (1988) 
Principal Occupation During Past 5Years: 
• Professor of Leadership & Public Policy, University of North Carolina, Chapel Hill (2006-present) 
No. of Portfolios for which Board Member Serves: 24 
——————— 
Gordon J. Davis (72) 
Board Member (2006) 
Principal Occupation During Past 5Years: 
• Partner in the law firm ofVenable LLP (2012-present) 
• Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012) 
Other Public Company Board Memberships During Past 5Years: 
• Consolidated Edison, Inc., a utility company, Director (1997-present) 
• The Phoenix Companies, Inc., a life insurance company, Director (2000-present) 
No. of Portfolios for which Board Member Serves: 49 
† Mr. Davis is deemed to be an “interested person” (as defined in the Act) of the fund as a result of his affiliation with 
     Venable LLP, which provides legal services to the fund. 
——————— 
Joni Evans (71) 
Board Member (2006) 
Principal Occupation During Past 5Years: 
• 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 

 

The Fund  41 

 



BOARD MEMBERS INFORMATION (Unaudited) (continued)

Ehud Houminer (73) 
Board Member (1994) 
Principal Occupation During Past 5Years: 
• Executive-in-Residence at the Columbia Business School, Columbia University (1992-present) 
Other Public Company Board Memberships During Past 5Years: 
• Avnet Inc., an electronics distributor, Director (1993-2012) 
No. of Portfolios for which Board Member Serves: 66 
——————— 
Richard C. Leone (73) 
Board Member (1984) 
Principal Occupation During Past 5Years: 
• Senior Fellow and former President of The Century Foundation (formerly, The Twentieth 
Century Fund, Inc.), a tax exempt research foundation engaged in the study of economic, foreign 
policy and domestic issues 
No. of Portfolios for which Board Member Serves: 24 
——————— 
Hans C. Mautner (76) 
Board Member (1984) 
Principal Occupation During Past 5Years: 
• 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 
——————— 
Robin A. Melvin (50) 
Board Member (1995) 
Principal Occupation During Past 5Years: 
• Board Member, Illinois Mentoring Partnership, non-profit organization dedicated to increasing 
the quantity and quality of mentoring services in Illinois (2013-present) 
• Director, Boisi Family Foundation, a private family foundation that supports youth-serving orga- 
nizations that promote the self sufficiency of youth from disadvantaged circumstances (1995-2012) 
No. of Portfolios for which Board Member Serves: 90 

 

42



Burton N. Wallack (63) 
Board Member (2006) 
Principal Occupation During Past 5Years: 
• President and Co-owner of Wallack Management Company, a real estate management company 
No. of Portfolios for which Board Member Serves: 24 
——————— 
John E. Zuccotti (76) 
Board Member (1984) 
Principal Occupation During Past 5Years: 
• Chairman of Brookfield Properties, Inc. 
• Senior Counsel of Weil, Gotshal & Manges, LLP 
• Emeritus Chairman of the Real Estate Board of NewYork 
Other Public Company Board Memberships During Past 5Years: 
• Wellpoint, Inc., a health benefits company, Director (2005-2010) 
No. of Portfolios for which Board Member Serves: 24 
——————— 

 

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, NewYork, NewYork 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.

David W. Burke, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member

The Fund  43 

 



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 68 investment companies (comprised of 141 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since February 1988.

JOHN PAK, Chief Legal Officer since March 2013.

Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since August 2012; from March 2005 to July 2012, Managing Director of Deutsche Bank, Deputy Global Head of Deutsche Asset Management Legal and Regional Head of Deutsche Asset Management Americas Legal. He is an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since August 2012.

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

Assistant General Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 50 years old and has been an employee of the Manager since February 1984.

KIESHA ASTWOOD, Vice President and Assistant Secretary since January 2010.

Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 40 years old and has been an employee of the Manager since July 1995.

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

Senior Counsel of BNY Mellon and Secretary of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since December 1996.

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

Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 58 years old and has been an employee of the Manager since October 1988.

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

Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 52 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since February 1991.

ROBERT R. MULLERY, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 61 years old and has been an employee of the Manager since May 1986.

44



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

Senior Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 48 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since April 1985.

RICHARD CASSARO, Assistant Treasurer since January 2008.

Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 54 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 45 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 49 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 46 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 46 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 (69 investment companies, comprised of 166 portfolios). He is 56 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.

MATTHEW D. CONNOLLY, Anti-Money Laundering Compliance Officer since April 2012.

Anti-Money Laundering Compliance Officer of the Distributor since October 2011; from March 2010 to September 2011, Global Head, KYC Reviews and Director, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, Citi Global Wealth Management. He is an officer of 64 investment companies (comprised of 161 portfolios) managed by the Manager. He is 41 years old and has been an employee of the Distributor since October 2011.

The Fund  45 

 



For More Information


Telephone Call your financial representative or 1-800-DREYFUS

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

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 http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

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 http://www.dreyfus.com and on the SEC’s website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-DREYFUS.


 

Global Stock Fund

ANNUAL REPORT November 30, 2013




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

2     

A Letter from the President

3     

Discussion of Fund Performance

6     

Fund Performance

8     

Understanding Your Fund’s Expenses

8     

Comparing Your Fund’s Expenses With Those of Other Funds

9     

Statement of Investments

12     

Statement of Assets and Liabilities

13     

Statement of Operations

14     

Statement of Changes in Net Assets

16     

Financial Highlights

20     

Notes to Financial Statements

32     

Report of Independent Registered Public Accounting Firm

33     

Important Tax Information

34     

Information About the Renewal of the Fund’s Management and Sub-Investment Advisory Agreements

40     

Board Members Information

43     

Officers of 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, 2012, through November 30, 2013. 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.

Improving global economic conditions drove developed stock markets higher over much of the reporting period. Europe appeared to put the worst of its sovereign debt and banking crises behind it, and Japan embarked on a new economic course designed to reflate its long-stagnant domestic economy. However, the world’s emerging markets struggled with the effects of local economic slowdowns. As a result, equity market returns varied widely from one country to another over the past 12 months.

We currently expect global economic conditions to continue to improve in 2014, with stronger growth in many developed countries fueled by past and continuing monetary ease. The emerging markets seem poised for more moderate economic expansion. In the United States, we anticipate accelerating growth supported by the fading drags of tighter federal fiscal policies and downsizing on the state and local levels. For more information on how these observations may affect your investments, we encourage you to speak with your financial advisor.

Thank you for your continued confidence and support.


J. Charles Cardona
President
The Dreyfus Corporation
December 16, 2013

2



DISCUSSION OF FUND PERFORMANCE

For the reporting period of December 1, 2012, through November 30, 2013, 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, 2013, Global Stock Fund’s Class A shares produced a total return of 20.60%, Class C shares returned 19.72%, and Class I shares returned 20.93%.1 In comparison, the fund’s benchmark, the Morgan Stanley Capital International World Index (the “MSCI World Index”), achieved a 26.38% return over the same period.2 The fund’s Class Y shares produced a total return of 11.40% for the period since their inception of July 1, 2013, through November 30, 2013.

Stocks throughout the developed world responded positively to a recovering global economy during the reporting period. The fund’s returns lagged its benchmark, mainly due to its focus on what we determine to be high-quality growth companies at a time when more speculative value-oriented stocks fared better.

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.

Recovering Global Economy Fueled Markets’ Gains

Global stocks rallied over the reporting period in response to aggressively accommodative monetary policies adopted by many central banks, which helped to produce

The Fund  3 

 



DISCUSSION OF FUND PERFORMANCE (continued)

ample liquidity in the financial markets.With bonds considered relatively unattractive due to rising long-term interest rates, investors flocked to equities to put their capital to work. Consequently, stock prices climbed sharply in most developed markets.

The United States led the global economic recovery, as domestic growth was supported by employment gains, rebounding housing markets, and a massive quantitative easing program. Europe seemed to put the worst of its financial crisis behind it, as evidenced by the end of a regional recession, greater confidence in the banking system, and rebounding stock prices in previously hard hit nations. Japan’s stock market was lifted by stimulative fiscal and monetary policies from a new government seeking to reflate the domestic economy after years of stagnation. In contrast, many emerging markets struggled with economic slowdowns and capital outflows during the reporting period.

Quality Bias Dampened Relative Performance

The fund’s relatively conservative investment approach tends to outperform market averages during downturns but typically lags during rallies.The reporting period was no exception, as industry leaders with histories of consistent growth generally fell out of favor among investors seeking more speculative opportunities. For example, in Japan, the fund maintained its emphasis on multinational companies with leadership positions in key export markets, but investors generally favored domestically focused companies that seemed likely to benefit from the new government’s stimulative fiscal and monetary policies. In Europe, the fund’s positions in global leaders based in core nations trailed their lower quality counterparts in peripheral countries, where stocks rebounded from depressed levels.

Several of the fund’s greatest laggards for the reporting period were domiciled in Japan. Construction machinery manufacturer Komatsu and industrial conglomerate Daikin Industries were hurt by sluggish demand from Asian emerging markets, and electronics producer Canon encountered competitive pressures in its cameras and printers segments. In the emerging markets, China Shenhua Energy suffered amid an international glut of coal, and Brazilian energy giant Petroleo Brasileiro was hurt by elevated production costs and government-imposed price controls on imported oil.

The fund achieved better results in the United States, which accounted for four of its top five performers over the reporting period. Software developer Adobe Systems benefited from a change in its distribution model to “software as a service,”

4



footwear maker NIKE achieved strong sales in North American markets, payments processor MasterCard benefited from higher transaction volumes, and technology leader Google continued to generate consistently strong results from online advertising sales and its Android smartphone operating system. The fund also received a strong contribution to performance from Japanese auto parts maker Denso, which prospered when vehicle sales climbed globally.

High Confidence in Portfolio Holdings

Although we at Walter Scott remain more skeptical than the consensus view regarding the sustainability of economic recoveries in Japan and Europe, we have continued to identify opportunities among industry leaders throughout the world that, in our analysis, are poised to benefit from positive secular trends.As of the reporting period’s end, we have found a number of companies meeting our investment criteria in the information technology, energy, and health care sectors, but relatively few in the financials, industrials, and telecommunications services sectors. From a regional perspective, the fund held overweighted exposure to the emerging markets, Asia/Pacific markets, and Japan, and underweighted positions in the United States, Canada, and Europe.

December 16, 2013

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. 
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. 

 

The Fund  5 

 



FUND PERFORMANCE


  Source: Lipper Inc. 
††  The total return figures presented for ClassY 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 ClassY 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 ClassY 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.

On April 29, 2013, the Board authorized the fund to offer ClassY shares, as a new class of shares, to certain investors, including certain institutional investors. On July 1, 2013, ClassY shares were offered at net asset value and are not subject to certain fees, including Distribution Plan and Shareholder Services Plan fees.

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 11/30/13             
 
  Inception          From  
  Date  1 Year   5 Years   Inception  
Class A shares               
with maximum sales charge (5.75%)  12/29/06  13.64 %  14.63 %  5.29 % 
without sales charge  12/29/06  20.60 %  15.99 %  6.19 % 
Class C shares               
with applicable redemption charge   12/29/06  18.72 %  15.13 %  5.40 % 
without redemption  12/29/06  19.72 %  15.13 %  5.40 % 
Class I shares  12/29/06  20.93 %  16.42 %  6.55 % 
Class Y shares  7/1/13  22.28 %††  16.31 %††  6.40 %†† 
Morgan Stanley Capital               
International World Index  12/31/06  26.38 %  15.27 %  3.57 % 

 

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.

  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 ClassY 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 ClassY shares). 

 

The Fund  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, 2013 to November 30, 2013. 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, 2013

    Class A    Class C    Class I    Class Y 
Expenses paid per $1,000††  $ 6.54  $ 10.52  $ 4.80  $ 3.96 
Ending value (after expenses)  $ 1,102.80  $ 1,098.60  $ 1,104.50  $ 1,114.00 

 

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, 2013

    Class A    Class C    Class I    Class Y 
Expenses paid per $1,000††††  $ 6.28  $ 10.10  $ 4.61  $ 4.56 
Ending value (after expenses)  $ 1,018.85  $ 1,015.04  $ 1,020.51  $ 1,020.56 

 

  From July 1, 2013 (commencement of initial offering) to November 30, 2013 for ClassY shares. 
††  Expenses are equal to the fund’s annualized expense ratio of 1.24% for Class A, 2.00% for Class C and .91% 
  for Class I, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half 
  year period). Expenses are equal to the fund’s annualized expense ratio of .90% for ClassY, multiplied by the 
  average account value over the period, multiplied by 152/365 (to reflect the actual days in the period). 
†††  Please note that while ClassY shares commenced operations on July 1, 2013, the hypothetical expenses paid 
  during the period reflect projected activity for the full six month period for purposes of comparability.This projection 
  assumes that annualized expense ratios were in effect during the period June 1, 2013 to November 30, 2013. 
††††  Expenses are equal to the fund’s annualized expense ratio of 1.24% for Class A, 2.00% for Class C, .91% for 
  Class I and .90% for ClassY, 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, 2013 

 

Common Stocks—97.6%  Shares  Value ($) 
Australia—3.5%     
CSL  515,200  32,231,654 
Woodside Petroleum  790,000  26,894,229 
    59,125,883 
Brazil—1.0%     
Petroleo Brasileiro, ADR  1,044,300  17,272,722 
Canada—1.2%     
Suncor Energy  611,200  20,949,512 
China—2.9%     
China Shenhua Energy, Cl. H  4,950,500  16,794,235 
CNOOC  15,694,000  32,146,935 
    48,941,170 
Denmark—2.1%     
Novo Nordisk, Cl. B  198,400  35,544,092 
France—2.9%     
Essilor International  182,100  19,104,738 
L’Oreal  182,300  30,505,537 
    49,610,275 
Hong Kong—6.5%     
AIA Group  7,017,000  35,571,277 
China Mobile  2,855,500  30,755,590 
CLP Holdings  1,301,000  10,664,691 
Hong Kong & China Gas  14,047,434  33,122,920 
    110,114,478 
Japan—11.4%     
Chugai Pharmaceutical  371,100  8,856,845 
Denso  512,700  25,673,786 
FANUC  201,200  33,859,027 
Honda Motor  825,400  34,886,837 
Keyence  33,557  13,479,140 
Komatsu  1,357,500  28,211,406 
Mitsubishi Estate  587,000  16,295,846 
Shin-Etsu Chemical  559,400  32,326,107 
    193,588,994 
Singapore—1.9%     
DBS Group Holdings  2,390,369  32,726,254 

 

The Fund  9 

 



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Spain—2.1%       
Inditex  226,000   36,037,041 
Sweden—2.2%       
Hennes & Mauritz, Cl. B  861,000   36,491,116 
Switzerland—8.1%       
Nestle  453,700   33,136,518 
Novartis  150,700   11,912,682 
Roche Holding  128,700   35,880,947 
SGS  5,000   11,269,859 
Swatch Group-BR  23,400   15,334,951 
Syngenta  76,400   30,007,061 
      137,542,018 
Taiwan—2.0%       
Taiwan Semiconductor Manufacturing, ADR  1,932,800   34,268,544 
United Kingdom—9.5%       
BG Group  1,678,000   34,280,480 
HSBC Holdings  2,834,000   31,621,825 
Reckitt Benckiser Group  435,700   34,998,303 
Standard Chartered  1,319,000   31,262,931 
Tesco  5,322,000   30,301,080 
      162,464,619 
United States—40.3%       
Adobe Systems  678,900 a  38,547,942 
Amphenol, Cl. A  165,400   14,059,000 
Automatic Data Processing  422,900   33,840,458 
C.R. Bard  79,700   11,068,736 
Cisco Systems  1,258,100   26,734,625 
Colgate-Palmolive  517,800   34,076,418 
EOG Resources  200,500   33,082,500 
Fastenal  210,000   9,771,300 
Google, Cl. A  35,400 a  37,509,486 
Intuitive Surgical  42,600 a  16,055,940 
Johnson & Johnson  341,000   32,279,060 
MasterCard, Cl. A  49,200   37,431,852 
Microsoft  967,600   36,894,588 
NIKE, Cl. B  490,600   38,826,084 
Oracle  950,200   33,532,558 
Praxair  260,500   32,890,730 

 

10



Common Stocks (continued)  Shares   Value ($) 
United States (continued)       
Precision Castparts  139,500   36,053,775 
QUALCOMM  458,600   33,743,788 
Schlumberger  379,500   33,555,390 
Sigma-Aldrich  166,400   14,350,336 
Stryker  448,300   33,362,486 
The TJX Companies  564,100   35,470,608 
Wal-Mart Stores  417,800   33,845,978 
      686,983,638 
Total Common Stocks       
   (cost $1,303,015,508)      1,661,660,356 
 
Other Investment—2.2%       
Registered Investment Company;       
Dreyfus Institutional Preferred       
   Plus Money Market Fund       
(cost $38,300,000)  38,300,000 b  38,300,000 
Total Investments (cost $1,341,315,508)  99.8 %  1,699,960,356 
Cash and Receivables (Net)  .2 %  3,364,157 
Net Assets  100.0 %  1,703,324,513 

 

ADR—American Depository Receipts 
BR—Bearer Certificate 
a  Non-income producing security. 
b  Investment in affiliated money market mutual fund. 

 

Portfolio Summary (Unaudited)     
 
  Value (%)    Value (%) 
Information Technology  20.0  Industrial  7.0 
Health Care  13.9  Materials  6.4 
Consumer Discretionary  13.1  Utilities  2.6 
Energy  12.6  Money Market Investment  2.2 
Consumer Staples  11.5  Telecommunication Services  1.8 
Financial  8.7    99.8 

 

† Based on net assets. 
See notes to financial statements. 

 

The Fund  11 

 



STATEMENT OF ASSETS AND LIABILITIES 
November 30, 2013 

 

      Cost  Value  
Assets ($):           
Investments in securities—See Statement of Investments:       
Unaffiliated issuers      1,303,015,508 1,661,660,356  
Affiliated issuers      38,300,000  38,300,000  
Cash        500,098  
Cash denominated in foreign currencies    737,146  733,986  
Dividends receivable        2,513,228  
Receivable for shares of Common Stock subscribed      1,312,963  
Prepaid expenses        73,898  
      1,705,094,529  
Liabilities ($):           
Due to The Dreyfus Corporation and affiliates—Note 3(c)    1,342,380  
Payable for shares of Common Stock redeemed      205,703  
Accrued expenses        221,933  
        1,770,016  
Net Assets ($)      1,703,324,513  
Composition of Net Assets ($):           
Paid-in capital      1,333,154,689  
Accumulated undistributed investment income—net      13,734,250  
Accumulated net realized gain (loss) on investments      (2,228,523 ) 
Accumulated net unrealized appreciation (depreciation)       
on investments and foreign currency transactions      358,664,097  
Net Assets ($)      1,703,324,513  
 
 
Net Asset Value Per Share           
  Class A  Class C  Class I  Class Y  
Net Assets ($)  89,024,040  23,543,015  1,567,608,039  23,149,419  
Shares Outstanding  4,939,637  1,337,129  85,751,924  1,267,093  
Net Asset Value Per Share ($)  18.02  17.61  18.28  18.27  
 
See notes to financial statements.           

 

12



STATEMENT OF OPERATIONS 
Year Ended November 30, 2013 

 

Investment Income ($):     
Income:     
Cash dividends (net of $1,572,645 foreign taxes withheld at source):     
Unaffiliated issuers  26,459,843  
Affiliated issuers  36,026  
Interest  13,244  
Total Income  26,509,113  
Expenses:     
Management fee—Note 3(a)  11,110,680  
Shareholder servicing costs—Note 3(c)  431,344  
Custodian fees—Note 3(c)  262,364  
Registration fees  152,090  
Distribution fees—Note 3(b)  143,618  
Professional fees  99,723  
Directors’ fees and expenses—Note 3(d)  93,562  
Prospectus and shareholders’ reports  20,274  
Loan commitment fees—Note 2  12,518  
Miscellaneous  50,081  
Total Expenses  12,376,254  
Less—reduction in fees due to earnings credits—Note 3(c)  (71 ) 
Net Expenses  12,376,183  
Investment Income—Net  14,132,930  
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):     
Net realized gain (loss) on investments and foreign currency transactions  3,590,507  
Net realized gain (loss) on forward foreign currency exchange contracts  (701,339 ) 
Net Realized Gain (Loss)  2,889,168  
Net unrealized appreciation (depreciation) on     
investments and foreign currency transactions  226,811,107  
Net Realized and Unrealized Gain (Loss) on Investments  229,700,275  
Net Increase in Net Assets Resulting from Operations  243,833,205  
 
See notes to financial statements.     

 

The Fund  13 

 



STATEMENT OF CHANGES IN NET ASSETS

  Year Ended November 30,  
  2013 a  2012  
Operations ($):         
Investment income—net  14,132,930   6,765,358  
Net realized gain (loss) on investments  2,889,168   (1,806,095 ) 
Net unrealized appreciation         
(depreciation) on investments  226,811,107   73,510,804  
Net Increase (Decrease) in Net Assets         
Resulting from Operations  243,833,205   78,470,067  
Dividends to Shareholders from ($):         
Investment income—net:         
Class A  (320,140 )  (361,165 ) 
Class C    (5,282 ) 
Class I  (6,883,220 )  (5,003,982 ) 
Net realized gain on investments:         
Class A    (446,761 ) 
Class C    (130,675 ) 
Class I    (4,313,537 ) 
Total Dividends  (7,203,360 )  (10,261,402 ) 
Capital Stock Transactions ($):         
Net proceeds from shares sold:         
Class A  35,004,750   25,765,348  
Class C  6,888,808   3,753,627  
Class I  818,048,770   281,322,507  
Class Y  23,098,999    
Dividends reinvested:         
Class A  309,658   778,549  
Class C    91,613  
Class I  4,696,246   4,912,548  
Cost of shares redeemed:         
Class A  (21,347,106 )  (19,549,231 ) 
Class C  (2,640,193 )  (3,380,751 ) 
Class I  (143,116,756 )  (151,541,785 ) 
Increase (Decrease) in Net Assets         
from Capital Stock Transactions  720,943,176   142,152,425  
Total Increase (Decrease) in Net Assets  957,573,021   210,361,090  
Net Assets ($):         
Beginning of Period  745,751,492   535,390,402  
End of Period  1,703,324,513   745,751,492  
Undistributed investment income—net  13,734,250   6,631,320  

 

14



  Year Ended November 30,  
  2013 a  2012  
Capital Share Transactions:         
Class Ab         
Shares sold  2,125,139   1,825,152  
Shares issued for dividends reinvested  20,095   59,567  
Shares redeemed  (1,319,501 )  (1,387,430 ) 
Net Increase (Decrease) in Shares Outstanding  825,733   497,289  
Class Cb         
Shares sold  421,400   270,088  
Shares issued for dividends reinvested    7,107  
Shares redeemed  (163,680 )  (245,232 ) 
Net Increase (Decrease) in Shares Outstanding  257,720   31,963  
Class I         
Shares sold  50,129,888   19,533,004  
Shares issued for dividends reinvested  301,235   371,881  
Shares redeemed  (8,528,852 )  (10,561,836 ) 
Net Increase (Decrease) in Shares Outstanding  41,902,271   9,343,049  
Class Y         
Shares sold  1,267,093    

 

a Effective July 1, 2013, the fund commenced offering ClassY shares. 
b During the period ended November 30, 2013, 10,068 Class C shares representing $168,940 were exchanged for 
9,874 Class A shares. 

 

See notes to financial statements.

The Fund  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  2013   2012   2011   2010   2009  
Per Share Data ($):                     
Net asset value, beginning of period  15.02   13.51   12.99   12.23   8.91  
Investment Operations:                     
Investment income—neta  .13   .11   .11   .07   .06  
Net realized and unrealized                     
gain (loss) on investments  2.95   1.62   .52   .75   3.28  
Total from Investment Operations  3.08   1.73   .63   .82   3.34  
Distributions:                     
Dividends from investment income—net  (.08 )  (.10 )  (.07 )  (.06 )  (.02 ) 
Dividends from net realized                     
gain on investments    (.12 )  (.04 )     
Total Distributions  (.08 )  (.22 )  (.11 )  (.06 )  (.02 ) 
Net asset value, end of period  18.02   15.02   13.51   12.99   12.23  
Total Return (%)b  20.60   13.08   4.86   6.70   37.57  
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  1.24   1.28   1.27   1.32   1.38  
Ratio of net expenses                     
to average net assets  1.24   1.28   1.27   1.32   1.38  
Ratio of net investment income                     
to average net assets  .76   .80   .80   .56   .53  
Portfolio Turnover Rate  6.39   6.05   8.54   7.50   12.75  
Net Assets, end of period ($ x 1,000)  89,024   61,806   48,872   37,152   8,212  

 

a  Based on average shares outstanding at each month end. 
b  Exclusive of sales charge. 

 

See notes to financial statements.

16



      Year Ended November 30,      
Class C Shares  2013   2012   2011   2010   2009  
Per Share Data ($):                     
Net asset value, beginning of period  14.71   13.24   12.78   12.07   8.83  
Investment Operations:                     
Investment income (loss)—neta  .00 b  .01   .01   (.02 )  (.01 ) 
Net realized and unrealized                     
gain (loss) on investments  2.90   1.59   .50   .73   3.25  
Total from Investment Operations  2.90   1.60   .51   .71   3.24  
Distributions:                     
Dividends from investment income—net    (.01 )  (.01 )  (.00 )b   
Dividends from net realized                     
gain on investments    (.12 )  (.04 )     
Total Distributions    (.13 )  (.05 )  (.00 )b   
Net asset value, end of period  17.61   14.71   13.24   12.78   12.07  
Total Return (%)c  19.72   12.21   4.01   5.90   36.69  
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  2.01   2.05   2.03   2.09   2.12  
Ratio of net expenses                     
to average net assets  2.01   2.05   2.03   2.09   2.09  
Ratio of net investment income                     
(loss) to average net assets  .00 d  .05   .05   (.17 )  (.11 ) 
Portfolio Turnover Rate  6.39   6.05   8.54   7.50   12.75  
Net Assets, end of period ($ x 1,000)  23,543   15,883   13,872   10,243   1,873  

 

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

 

See notes to financial statements.

The Fund  17 

 



FINANCIAL HIGHLIGHTS (continued)

      Year Ended November 30,      
Class I Shares  2013   2012   2011   2010   2009  
Per Share Data ($):                     
Net asset value, beginning of period  15.24   13.70   13.15   12.36   8.99  
Investment Operations:                     
Investment income—neta  .19   .16   .16   .12   .11  
Net realized and unrealized                     
gain (loss) on investments  2.98   1.64   .53   .76   3.31  
Total from Investment Operations  3.17   1.80   .69   .88   3.42  
Distributions:                     
Dividends from investment income—net  (.13 )  (.14 )  (.10 )  (.09 )  (.05 ) 
Dividends from net realized                     
gain on investments    (.12 )  (.04 )     
Total Distributions  (.13 )  (.26 )  (.14 )  (.09 )  (.05 ) 
Net asset value, end of period  18.28   15.24   13.70   13.15   12.36  
Total Return (%)  20.93   13.49   5.23   7.12   38.22  
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  .91   .93   .93   .96   .99  
Ratio of net expenses                     
to average net assets  .91   .93   .93   .96   .99  
Ratio of net investment income                     
to average net assets  1.12   1.14   1.13   .94   1.05  
Portfolio Turnover Rate  6.39   6.05   8.54   7.50   12.75  
Net Assets, end of period ($ x 1,000)  1,567,608   668,063   472,646   364,688   263,694  
 
a Based on average shares outstanding at each month end.                  
See notes to financial statements.                     

 

18



  Period Ended 
Class Y Shares  November 30, 2013 a 
Per Share Data ($):   
Net asset value, beginning of period  16.40 
Investment Operations:   
Investment income—netb  .01 
Net realized and unrealized gain (loss) on investments  1.86 
Total from Investment Operations  1.87 
Net asset value, end of period  18.27 
Total Return (%)c  11.40 
Ratios/Supplemental Data (%):   
Ratio of total expenses to average net assetsd  .90 
Ratio of net expenses to average net assetsd  .90 
Ratio of net investment income   
to average net assetsd  .83 
Portfolio Turnover Rate  6.39 
Net Assets, end of period ($ x 1,000)  23,149 

 

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

 

See notes to financial statements.

The Fund  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 nine 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 NewYork Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser.Walter Scott & Partners Limited (“Walter Scott”), a subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s sub-investment adviser.

At a meeting held on April 29, 2013, the Company’s Board of Directors (the “Board”) approved, effective July 1, 2013: (a) for the fund to offer Class Y shares; and, (b) an increase in the authorized shares of the fund from 300 million to 400 million and authorized 100 million Class Y shares. At a meeting held on September 25, 2013, the Board approved to increase the authorized shares of the fund from 400 million to 500 million and increase Class I shares from 100 million to 200 million.

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”) on Class C shares redeemed within one year of purchase. Class I and ClassY shares are offered at net asset value 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),

20



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, 2013, MBC Investments Corp., an indirect subsidiary of BNY Mellon, held all of the outstanding Class Y shares of the fund.

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 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).

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NOTES TO FINANCIAL STATEMENTS (continued)

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. 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, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered invest-

22



ment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are categorized within Level 1 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.

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

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

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.

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NOTES TO FINANCIAL STATEMENTS (continued)

The following is a summary of the inputs used as of November 30, 2013 in valuing the fund’s investments:

    Level 2—Other  Level 3—   
  Level 1—  Significant  Significant   
  Unadjusted  Observable  Unobservable   
  Quoted Prices  Inputs  Inputs  Total 
Assets ($)         
Investments in Securities:       
Equity Securities—         
Domestic         
Common Stocks  686,983,638      686,983,638 
Equity Securities—         
Foreign         
Common Stocks  974,676,718      974,676,718 
Mutual Funds  38,300,000      38,300,000 
 
† See Statement of Investments for additional detailed categorizations.   

 

At November 30, 2013, there were no transfers between Level 1 and Level 2 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

24



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 in affiliated investment companies during the period ended November 30, 2013 were as follows:

Affiliated           
Investment  Value     Value  Net 
Company 11/30/2012 ($) Purchases ($) Sales ($)  11/30/2013 ($) Assets (%)
Dreyfus           
Institutional           
Preferred           
Plus Money           
Market           
Fund  15,460,000  769,905,000 747,065,000   38,300,000  2.2 

 

(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.

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NOTES TO FINANCIAL STATEMENTS (continued)

(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, 2013, 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, 2013, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended November 30, 2013 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At November 30, 2013, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $13,734,250, accumulated capital losses $2,035,266 and unrealized appreciation $358,470,840.

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 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, 2013. The fund has $2,035,266 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, 2013 and November 30, 2012 were as

26



follows: ordinary income $7,203,360 and $7,714,574, and long-term capital gains $0 and $2,546,828, respectively.

During the period ended November 30, 2013, as a result of permanent book to tax differences, primarily due to the tax treatment for foreign currency gains and losses, the fund increased accumulated undistributed investment income-net by $173,360 and decreased 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.

(h) Accounting Pronouncement: In January 2013, FASB issued Accounting Standards Update No. 2013-01 (“ASU 2013-01”), “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”, which replaced Accounting Standards Update No. 2011-11 (“ASU 2011-11”), “Disclosures about Offsetting Assets and Liabilities”. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods.ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities.ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to enforceable master netting arrangements (“MNA”) or similar agreements. Management is currently evaluating the application of ASU 2013-01 and its impact on the fund’s financial statements.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $265 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 9, 2013, the unsecured credit facility with Citibank, N.A. was $210 million. In con-

The Fund  27 

 



NOTES TO FINANCIAL STATEMENTS (continued)

nection 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, 2013, 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, 2013, the Distributor retained $17,066 from commissions earned on sales of the fund’s Class A shares and $1,766 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, 2013, Class C shares were charged $143,618, 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

28



be paid to Service Agents. During the period ended November 30, 2013, Class A and Class C shares were charged $183,542 and $47,873, 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 DreyfusTransfer, 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, 2013, the fund was charged $16,065 for transfer agency services and $599 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 $71.

The fund compensates The Bank of NewYork 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, 2013, the fund was charged $262,364 pursuant to the custody agreement.

The fund compensated The Bank of New York Mellon under a cash management agreement that was in effect until September 30, 2013 for performing certain cash management services related to fund subscriptions and redemptions. During the period ended November 30, 2013, the fund was charged $262 pursuant to the cash management agreement, which is included in Shareholder servicing costs in the Statement of Operations.

The Fund  29 

 



NOTES TO FINANCIAL STATEMENTS (continued)

During the period ended November 30, 2013, the fund was charged $9,055 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 $1,178,317, Distribution Plan fees $14,202, Shareholder Services Plan fees $22,801, custodian fees $117,605, Chief Compliance Officer fees $3,833 and transfer agency fees $5,622.

(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, 2013, amounted to $784,636,268 and $80,448,871, respectively.

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. Each type of derivative instrument that was held by the fund during the period ended November 30, 2013 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

30



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 nonper-formance on these forward contracts, which is generally limited to the unrealized gain on each open contract. At November 30, 2013, there were no forward contracts outstanding.

The following summarizes the average market value of derivatives outstanding during the period ended November 30, 2013:

  Average Market Value ($) 
Forward contracts  10,590,796 

 

At November 30, 2013, the cost of investments for federal income tax purposes was $1,341,508,765; accordingly, accumulated net unrealized appreciation on investments was $358,451,591, consisting of $373,243,722 gross unrealized appreciation and $14,792,131 gross unrealized depreciation.

The Fund  31 

 



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, 2013, 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, 2013 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, 2013, 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 27, 2014

32



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, 2013:

—the total amount of taxes paid to foreign countries was $1,572,645.

—the total amount of income sourced from foreign countries was $20,231,490.

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 2013 calendar year with Form 1099-DIV which will be mailed in early 2014.

For the fiscal year ended November 30, 2013, 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, $7,203,360 represents the maximum amount that may be considered qualified dividend income.

The Fund  33 

 



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 4-5, 2013, 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 “Sub-Adviser”) provides day-to-day management of the fund’s investments.The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Sub-Adviser. 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

34



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

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by 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, 2013, 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 the five-year period when the fund’s performance was above the Performance Group and

The Fund  35 

 



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

 

Performance Universe medians. The Board noted the proximity of the fund’s performance to the medians, particularly the Performance Group median, in certain of the periods of underperformance. 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 returns of the benchmark in four of the five years.

The Board received a presentation from a representative of the Sub-Adviser describing the fund’s investment strategy and performance generally over the past two calendar years as well as the appeal to fund shareholders of the Sub-Adviser’s low beta and benchmark-agnostic investment approach, as reflected in the fund’s continuing net asset growth since inception. During this presentation, the Board noted how the Sub-Adviser’s benchmark-agnostic investment approach can be expected to result in periods of significant outperformance and underperformance from time to time.

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 slightly below the Expense Group median, the fund’s actual management fee was slightly below the Expense Group median and slightly above 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 Sub-Adviser or its affiliates for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients.They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors.The

36



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 Sub-Adviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Sub-Adviser and Dreyfus.The Board also noted the Sub-Adviser’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 the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus of 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 Sub-Adviser, 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 Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’s profitability to be relevant to its deliberations. Dreyfus representatives also noted

The Fund  37 

 



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

 

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 Sub-Adviser 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 Sub-Adviser are adequate and appropriate.

  • The Board generally was satisfied with the fund’s performance, in light of the considerations described above.

  • The Board concluded that the fees paid to Dreyfus and the Sub- Adviser 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

38



and the Sub-Adviser, of the fund and the services provided to the fund by Dreyfus and the Sub-Adviser.The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreements, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for 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 that renewal of the Agreements was in the best interests of the fund and its shareholders.

The Fund  39 

 



BOARD MEMBERS INFORMATION (Unaudited)

Joseph S. DiMartino (70) 
Chairman of the Board (1995) 
Principal Occupation During Past 5Years: 
• Corporate Director and Trustee 
Other Public Company Board Memberships During Past 5Years: 
• CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small 
and medium size companies, Director (1997-present) 
• The Newark Group, a provider of a national market of paper recovery facilities, paperboard 
mills and paperboard converting plants, Director (2000-2010) 
• Sunair Services Corporation, a provider of certain outdoor-related services to homes and 
businesses, Director (2005-2009) 
No. of Portfolios for which Board Member Serves: 141 
——————— 
William Hodding Carter III (78) 
Board Member (1988) 
Principal Occupation During Past 5Years: 
• Professor of Leadership & Public Policy, University of North Carolina, Chapel Hill (2006-present) 
No. of Portfolios for which Board Member Serves: 24 
——————— 
Gordon J. Davis (72) 
Board Member (2006) 
Principal Occupation During Past 5Years: 
• 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 5Years: 
• Consolidated Edison, Inc., a utility company, Director (1997-present) 
• The Phoenix Companies, Inc., a life insurance company, Director (2000-present) 
No. of Portfolios for which Board Member Serves: 49 
† Mr. Davis is deemed to be an “interested person” (as defined in the Act) of the fund as a result of his affiliation with 
    Venable LLP, which provides legal services to the fund. 
——————— 
Joni Evans (71) 
Board Member (2006) 
Principal Occupation During Past 5Years: 
• 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 

 

40



Ehud Houminer (73) 
Board Member (1994) 
Principal Occupation During Past 5Years: 
• Executive-in-Residence at the Columbia Business School, Columbia University (1992-present) 
Other Public Company Board Memberships During Past 5Years: 
• Avnet Inc., an electronics distributor, Director (1993-2012) 
No. of Portfolios for which Board Member Serves: 66 
——————— 
Richard C. Leone (73) 
Board Member (1984) 
Principal Occupation During Past 5Years: 
• Senior Fellow and former President of The Century Foundation (formerly,The Twentieth 
Century Fund, Inc.), a tax exempt research foundation engaged in the study of economic, 
foreign policy and domestic issues 
No. of Portfolios for which Board Member Serves: 24 
——————— 
Hans C. Mautner (76) 
Board Member (1984) 
Principal Occupation During Past 5Years: 
• 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 
——————— 
Robin A. Melvin (50) 
Board Member (1995) 
Principal Occupation During Past 5Years: 
• Board Member, Illinois Mentoring Partnership, non-profit organization dedicated to increasing 
the quantity and quality of mentoring services in Illinois (2013-present) 
• Director, Boisi Family Foundation, a private family foundation that supports youth-serving orga- 
nizations that promote the self sufficiency of youth from disadvantaged circumstances (1995-2012) 
No. of Portfolios for which Board Member Serves: 90 

 

The Fund  41 

 



BOARD MEMBERS INFORMATION (Unaudited) (continued)

Burton N. Wallack (63) 
Board Member (2006) 
Principal Occupation During Past 5Years: 
• President and Co-owner of Wallack Management Company, a real estate management company 
No. of Portfolios for which Board Member Serves: 24 
——————— 
John E. Zuccotti (76) 
Board Member (1984) 
Principal Occupation During Past 5Years: 
• Chairman of Brookfield Properties, Inc. 
• Senior Counsel of Weil, Gotshal & Manges, LLP 
• Emeritus Chairman of the Real Estate Board of New York 
Other Public Company Board Memberships During Past 5Years: 
• Wellpoint, Inc., a health benefits company, Director (2005-2010) 
No. of Portfolios for which Board Member Serves: 24 
——————— 

 

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, NewYork, NewYork 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.

David W. Burke, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member

42



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 68 investment companies (comprised of 141 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since February 1988.

JOHN PAK, Chief Legal Officer since March 2013.

Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since August 2012; from March 2005 to July 2012, Managing Director of Deutsche Bank, Deputy Global Head of Deutsche Asset Management Legal and Regional Head of Deutsche Asset Management Americas Legal. He is an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since August 2012.

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

Assistant General Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 50 years old and has been an employee of the Manager since February 1984.

KIESHA ASTWOOD, Vice President and Assistant Secretary since January 2010.

Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 40 years old and has been an employee of the Manager since July 1995.

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

Senior Counsel of BNY Mellon and Secretary of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since December 1996.

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

Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 58 years old and has been an employee of the Manager since October 1988.

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

Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 52 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since February 1991.

ROBERT R. MULLERY, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 61 years old and has been an employee of the Manager since May 1986.

The Fund  43 

 



OFFICERS OF THE FUND (Unaudited) (continued)

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

Senior Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 48 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since April 1985.

RICHARD CASSARO, Assistant Treasurer since January 2008.

Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 54 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 45 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 49 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 46 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 46 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 (69 investment companies, comprised of 166 portfolios). He is 56 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.

MATTHEW D. CONNOLLY, Anti-Money Laundering Compliance Officer since April 2012.

Anti-Money Laundering Compliance Officer of the Distributor since October 2011; from March 2010 to September 2011, Global Head, KYC Reviews and Director, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, Citi Global Wealth Management. He is an officer of 64 investment companies (comprised of 161 portfolios) managed by the Manager. He is 41 years old and has been an employee of the Distributor since October 2011.

44





For More Information


Telephone Call your financial representative or 1-800-DREYFUS

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

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 http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

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 http://www.dreyfus.com and on the SEC’s website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-DREYFUS.


 

Dreyfus 
U.S. Equity Fund 

 

ANNUAL REPORT November 30, 2013




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

2     

A Letter from the President

3     

Discussion of Fund Performance

6     

Fund Performance

8     

Understanding Your Fund’s Expenses

8     

Comparing Your Fund’s Expenses With Those of Other Funds

9     

Statement of Investments

13     

Statement of Assets and Liabilities

14     

Statement of Operations

15     

Statement of Changes in Net Assets

17     

Financial Highlights

21     

Notes to Financial Statements

31     

Report of Independent Registered Public Accounting Firm

32     

Important Tax Information

33     

Information About the Renewal of the Fund’s Management and Sub-Investment Advisory Agreements

39     

Board Members Information

42     

Officers of 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, 2012, through November 30, 2013. 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.

Although expectations of higher long-term interest rates and a more moderately stimulative monetary policy sparked volatility in the U.S stock market at times during the reporting period, improved U.S. economic conditions drove stock prices substantially higher for the reporting period overall. Even the 16-day U.S. government shutdown in October failed to derail the market’s advance, enabling some broad measures of stock market performance to reach new record highs by the reporting period’s end. Stocks across most capitalization ranges and investment styles produced strong results.

We currently expect U.S. economic conditions to continue to improve in 2014, with accelerating growth supported by the fading drags of tighter federal fiscal policies and downsizing on the state and local levels. Moreover, inflation is likely to remain muted, so monetary policy can remain stimulative. Globally, we anticipate stronger growth in many developed countries due to past and continuing monetary ease, while emerging markets seem poised for more moderate economic expansion. For more information on how these observations may affect your investments, we encourage you to speak with your financial advisor.

Thank you for your continued confidence and support.


J. Charles Cardona
President
The Dreyfus Corporation
December 16, 2013

2



DISCUSSION OF FUND PERFORMANCE

For the reporting period of December 1, 2012, through November 30, 2013, 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, 2013, Dreyfus U.S. Equity Fund’s Class A shares achieved a return of 28.20%, Class C shares returned 27.19%, and Class I shares returned 28.75%.1 In comparison, the fund’s benchmark, the Morgan Stanley Capital International USA Index (“MSCI USA Index”), achieved a 29.52% return over the same period.2 The fund’s Class Y shares produced a total return of 13.50% for the period since their inception of July 1, 2013, through November 30, 2013.

U.S. stocks responded positively to stronger economic growth during the reporting period.The fund’s returns lagged its benchmark, mainly due to lack of exposure to large banks and shortfalls in the consumer discretionary sector.

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.

Recovering Economy Fueled Market’s Gains

U.S. stocks rallied in response to aggressively accommodative monetary policies adopted by the Federal Reserve Board (the “Fed”) and other central banks, which produced ample liquidity in financial markets. With bonds considered relatively unattractive due to rising long-term interest rates, investors flocked to equities to put their capital to work. Consequently, stock prices climbed sharply.

The Fund  3 

 



DISCUSSION OF FUND PERFORMANCE (continued)

The United States led the global economic recovery, as domestic growth was supported by employment gains, rebounding housing markets, and greater manufacturing activity. Investors were particularly encouraged by a new round of quantitative easing that was launched by the Fed during the fall of 2012. However, in May 2013, the Fed indicated that it would back away from its quantitative easing program sooner than expected, sparking heightened stock market volatility. Equity markets generally stabilized over the summer, and stocks advanced strongly in the fall when the Fed refrained from tapering its bond purchasing program. Even a federal government shutdown in October failed to derail the rally, enabling some broad measures of U.S. stock market performance to reach new record highs by the reporting period’s end.

U.S.-based exporters and multinational companies also benefited from improving conditions in overseas markets, as Europe seemed to put the worst of its financial crisis behind it and a new government in Japan implemented stimulative fiscal and monetary policies. In contrast, many emerging markets struggled with economic slowdowns during the reporting period.

Security Selections Produced Mixed Results

The fund’s relatively conservative investment approach tends to outperform market averages during downturns but typically lags during rallies.The reporting period was no exception, as industry leaders with histories of consistent growth generally fell out of favor among investors seeking more speculative opportunities. For example, the fund held none of the large banks that led the financials sector higher despite what we regarded as unfavorable business fundamentals.

Moreover, the fund encountered disappointments in the consumer discretionary sector, where discount retailer Family Dollar Stores struggled with intensifying competitive pressures and a shift in its product mix to goods with lower profit margins. Apparel seller Urban Outfitters reported disappointing same-store sales data, which overshadowed strength in its online operations. Accessories retailer Coach was hurt by concerns regarding the company’s profit margins and growth prospects. In the industrials sector, logistics specialist C.H. Robinson Worldwide struggled with rising costs and greater competition.

On a more positive note, federal regulators approved three new products from biotechnology firm Celgene in 2013. Aerospace company Boeing posted strong

4



financial results due to rising aircraft orders. Software developer Adobe Systems benefited from a change in its distribution model to “software as a service.” Agricultural retailer Tractor Supply saw rising demand from hobbyist farmers. Footwear maker NIKE achieved strong sales in North American markets.

During the reporting period, we added specialty chemicals company FMC Corp., data management specialist Teradata, medical devices developer Intuitive Surgical, and industrial supplies provider W.W. Grainger to the portfolio, and we eliminated positions in energy services provider CARBO Ceramics and semiconductors maker Intel.

High Confidence in Portfolio Holdings

Although we at Walter Scott remain more skeptical than the consensus view regarding the sustainability of economic recoveries in Japan and Europe, we are more optimistic regarding the United States. Indeed, we have continued to identify ample opportunities among industry leaders that, in our analysis, are poised to benefit from positive cyclical and secular trends.As of the reporting period’s end, we have found a number of U.S. companies meeting our investment criteria in the industrials sector, but relatively few in the financials sector.

December 16, 2013

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 figure for Class C shares reflect the absorption 
of certain fund expenses by The Dreyfus Corporation pursuant to an undertaking in effect through July 1, 2014, at 
which time it may be extended, terminated or modified. Had these expenses not been absorbed, Class C’s return 
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. 

 

The Fund  5 

 



FUND PERFORMANCE


  Source: Lipper Inc. 
††  The total return figures presented for ClassY 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 ClassY 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 ClassY 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. On April 29, 2013, the Board authorized the fund to offer ClassY shares, as a new class of shares, to certain investors, including certain institutional investors. On July 1, 2013, ClassY shares were offered at net asset value and are not subject to certain fees, including Distribution Plan and Shareholder Services Plan fees.

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.

6



Average Annual Total Returns as of 11/30/13             
 
  Inception          From  
  Date  1 Year   5 Years   Inception  
Class A shares               
with maximum sales charge (5.75%)  5/30/08  20.85 %  15.56 %  7.75 % 
without sales charge  5/30/08  28.20 %  16.94 %  8.91 % 
Class C shares               
with applicable redemption charge   5/30/08  26.19 %  15.99 %  8.04 % 
without redemption  5/30/08  27.19 %  15.99 %  8.04 % 
Class I shares  5/30/08  28.75 %  17.32 %  9.27 % 
Class Y shares  7/1/13  28.79 %††  17.05 %††  9.00 %†† 
Morgan Stanley Capital               
International USA Index  5/31/08  29.52 %  17.10 %  6.42 % 

 

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.

  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 ClassY 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 ClassY shares). 

 

The Fund  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 U.S. Equity Fund from June 1, 2013 to November 30, 2013. 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, 2013

    Class A    Class C    Class I    Class Y 
Expenses paid per $1,000††  $ 6.02  $ 9.90  $ 4.22  $ 3.38 
Ending value (after expenses)  $ 1,126.60  $ 1,122.60  $ 1,129.10  $ 1,135.00 

 

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, 2013

    Class A    Class C    Class I    Class Y 
Expenses paid per $1,000††††  $ 5.72  $ 9.40  $ 4.00  $ 3.85 
Ending value (after expenses)  $ 1,019.40  $ 1,015.74  $ 1,021.11  $ 1,021.26 

 

  From July 1, 2013 (commencement of initial offering) to November 30, 2013 for ClassY shares. 
††  Expenses are equal to the fund’s annualized expense ratio of 1.13% for Class A, 1.86% for Class C and .79% 
  for Class I, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half 
  year period). Expenses are equal to the fund’s annualized expense ratio of .76% for ClassY, multiplied by the average 
  account value over the period, multiplied by 152/365 (to reflect the actual days in the period). 
†††  Please note that while ClassY shares commenced operations on July 1, 2013, the hypothetical expenses paid during 
  the period reflect projected activity for the full six month period for purposes of comparability.This projection assumes 
  that annualized expense ratios were in effect during the period June 1, 2013 to November 30, 2013. 
††††  Expenses are equal to the fund’s annualized expense ratio of 1.13% for Class A, 1.86% for Class C, .79% for 
  Class I and .76% 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, 2013 

 

Common Stocks—96.9%  Shares   Value ($) 
Capital Goods—17.9%       
Boeing  152,900   20,526,825 
Donaldson  404,100   16,863,093 
Emerson Electric  242,700   16,258,473 
Fastenal  370,500   17,239,365 
Flowserve  279,600   19,957,848 
MSC Industrial Direct, Cl. A  175,400   13,479,490 
Precision Castparts  67,860   17,538,417 
Rockwell Collins  203,800   14,822,374 
W.W. Grainger  39,000   10,058,880 
      146,744,765 
Consumer Durables & Apparel—4.2%       
Coach  277,000   16,038,300 
NIKE, Cl. B  235,700   18,653,298 
      34,691,598 
Consumer Services—4.7%       
McDonald’s  152,700   14,868,399 
Panera Bread, Cl. A  43,300 a  7,659,337 
Starbucks  192,200   15,656,612 
      38,184,348 
Energy—8.1%       
Apache  182,500   16,696,925 
EOG Resources  101,460   16,740,900 
Occidental Petroleum  165,500   15,715,880 
Schlumberger  197,750   17,485,055 
      66,638,760 
Food & Staples Retailing—1.9%       
Wal-Mart Stores  188,900   15,302,789 
Food, Beverage & Tobacco—2.0%       
Coca-Cola  417,800   16,791,382 
Health Care Equipment & Services—11.3%       
C.R. Bard  124,650   17,311,392 
Intuitive Surgical  20,200 a  7,613,380 
Meridian Bioscience  636,600 b  15,647,628 

 

The Fund  9 

 



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Health Care Equipment & Services (continued)       
ResMed  356,800 b  17,415,408 
Stryker  218,100   16,231,002 
Varian Medical Systems  241,900 a  18,880,295 
      93,099,105 
Household & Personal Products—2.0%       
Colgate-Palmolive  247,200   16,268,232 
Materials—7.5%       
FMC  220,500   16,065,630 
Monsanto  139,100   15,764,203 
Praxair  119,000   15,024,940 
Sigma-Aldrich  174,000   15,005,760 
      61,860,533 
Pharmaceuticals, Biotech & Life Sciences—4.0%       
Celgene  109,800 a  17,762,346 
Johnson & Johnson  160,500   15,192,930 
      32,955,276 
Retailing—7.3%       
Family Dollar Stores  210,400   14,679,608 
The TJX Companies  315,300   19,826,064 
Tractor Supply  120,200   8,799,842 
Urban Outfitters  431,600 a  16,841,032 
      60,146,546 
Software & Services—16.7%       
Adobe Systems  291,300 a  16,540,014 
Automatic Data Processing  222,200   17,780,444 

 

10



Common Stocks (continued)  Shares   Value ($) 
Software & Services (continued)       
Google, Cl. A  16,960 a  17,970,646 
MasterCard, Cl. A  28,370   21,584,180 
Microsoft  433,100   16,514,103 
Oracle  543,500   19,180,115 
Paychex  372,000   16,267,560 
Teradata  241,600 a  11,026,624 
      136,863,686 
Technology Hardware &       
Equipment—5.3%       
Amphenol, Cl. A  172,800   14,688,000 
Cisco Systems  592,700   12,594,875 
QUALCOMM  218,500   16,077,230 
      43,360,105 
Transportation—4.0%       
C.H. Robinson Worldwide  299,300 b  17,547,959 
Expeditors International of Washington  354,000   15,377,760 
      32,925,719 
Total Common Stocks       
(cost $568,447,625)      795,832,844 
 
Other Investment—3.0%       
Registered Investment Company;       
Dreyfus Institutional Preferred       
Plus Money Market Fund       
(cost $24,553,000)  24,553,000 c  24,553,000 

 

The Fund  11 

 



STATEMENT OF INVESTMENTS (continued)

Investment of Cash Collateral         
for Securities Loaned—4.6%  Shares   Value ($)  
Registered Investment Company;         
Dreyfus Institutional Cash         
Advantage Fund         
(cost $37,652,600)  37,652,600 c  37,652,600  
 
Total Investments (cost $630,653,225)  104.5 %  858,038,444  
Liabilities, Less Cash and Receivables  (4.5 %)  (36,707,733 ) 
Net Assets  100.0 %  821,330,711  

 

a Non-income producing security. 
b Security, or portion thereof, on loan.At November 30, 2013, the value of the fund’s securities on loan was 
$36,946,226 and the value of the collateral held by the fund was $37,652,600. 
c Investment in affiliated money market mutual fund. 

 

Portfolio Summary (Unaudited)     
 
  Value (%)  Value (%) 
Capital Goods  17.9  Consumer Services  4.7 
Software & Services  16.7  Consumer Durables & Apparel  4.2 
Health Care Equipment & Services  11.3  Pharmaceuticals, Biotech & Life Sciences  4.0 
Energy  8.1  Transportation  4.0 
Money Market Investments  7.6  Food, Beverage & Tobacco  2.0 
Materials  7.5  Household & Personal Products  2.0 
Retailing  7.3  Food & Staples Retailing  1.9 
Technology Hardware & Equipment  5.3    104.5 
 
† Based on net assets.       
See notes to financial statements.       

 

12



STATEMENT OF ASSETS AND LIABILITIES 
November 30, 2013 

 

      Cost  Value 
Assets ($):         
Investments in securities—See Statement of Investments (including     
securities on loan, valued at $36,946,226)—Note 1(b):       
Unaffiliated issuers      568,447,625 795,832,844 
Affiliated issuers      62,205,600  62,205,600 
Cash        446,869 
Dividends and securities lending income receivable      1,141,025 
Receivable for shares of Common Stock subscribed      122,197 
Prepaid expenses        22,719 
      859,771,254 
Liabilities ($):         
Due to The Dreyfus Corporation and affiliates—Note 3(c)      530,007 
Liability for securities on loan—Note 1(b)        37,652,600 
Payable for shares of Common Stock redeemed      168,885 
Accrued expenses        89,051 
        38,440,543 
Net Assets ($)      821,330,711 
Composition of Net Assets ($):         
Paid-in capital      585,925,320 
Accumulated undistributed investment income—net      4,611,574 
Accumulated net realized gain (loss) on investments      3,408,598 
Accumulated net unrealized appreciation         
(depreciation) on investments      227,385,219 
Net Assets ($)      821,330,711 
 
 
Net Asset Value Per Share         
  Class A  Class C  Class I  Class Y 
Net Assets ($)  2,445,801  1,016,493  817,867,282  1,135 
Shares Outstanding  124,328  53,401  41,377,096  57.44 
Net Asset Value Per Share ($)  19.67  19.04  19.77  19.76 
 
See notes to financial statements.         

 

The Fund  13 

 



STATEMENT OF OPERATIONS 
Year Ended November 30, 2013 

 

Investment Income ($):     
Income:     
Cash dividends:     
Unaffiliated issuers  10,483,010  
Affiliated issuers  17,138  
Income from securities lending—Note 1(b)  316,068  
Total Income  10,816,216  
Expenses:     
Management fee—Note 3(a)  5,059,714  
Registration fees  66,960  
Professional fees  66,478  
Directors’ fees and expenses—Note 3(d)  51,719  
Custodian fees—Note 3(c)  49,733  
Shareholder servicing costs—Note 3(c)  13,082  
Prospectus and shareholders’ reports  7,273  
Loan commitment fees—Note 2  7,076  
Distribution fees—Note 3(b)  3,420  
Miscellaneous  22,002  
Total Expenses  5,347,457  
Less—reduction in expenses due to undertaking—Note 3(a)  (616 ) 
Less—reduction in fees due to earnings credits—Note 3(c)  (15 ) 
Net Expenses  5,346,826  
Investment Income—Net  5,469,390  
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):     
Net realized gain (loss) on investments  6,813,165  
Net unrealized appreciation (depreciation) on investments  157,019,159  
Net Realized and Unrealized Gain (Loss) on Investments  163,832,324  
Net Increase in Net Assets Resulting from Operations  169,301,714  
 
See notes to financial statements.     

 

14



STATEMENT OF CHANGES IN NET ASSETS

  Year Ended November 30,  
  2013 a  2012  
Operations ($):         
Investment income—net  5,469,390   4,547,140  
Net realized gain (loss) on investments  6,813,165   (733,670 ) 
Net unrealized appreciation         
(depreciation) on investments  157,019,159   36,376,747  
Net Increase (Decrease) in Net Assets         
Resulting from Operations  169,301,714   40,190,217  
Dividends to Shareholders from ($):         
Investment income—net:         
Class A  (11,577 )   
Class I  (5,289,594 )  (1,914,449 ) 
Total Dividends  (5,301,171 )  (1,914,449 ) 
Capital Stock Transactions ($):         
Net proceeds from shares sold:         
Class A  1,448,507   1,520,589  
Class C  680,433   119,955  
Class I  223,234,167   200,047,673  
Class Y  1,000    
Dividends reinvested:         
Class A  10,342    
Class I  1,722,258   606,842  
Cost of shares redeemed:         
Class A  (1,281,984 )  (782,606 ) 
Class C  (55,422 )  (75,248 ) 
Class I  (105,535,449 )  (80,298,753 ) 
Increase (Decrease) in Net Assets         
from Capital Stock Transactions  120,223,852   121,138,452  
Total Increase (Decrease) in Net Assets  284,224,395   159,414,220  
Net Assets ($):         
Beginning of Period  537,106,316   377,692,096  
End of Period  821,330,711   537,106,316  
Undistributed investment income—net  4,611,574   4,443,355  

 

The Fund  15 

 



STATEMENT OF CHANGES IN NET ASSETS (continued)

  Year Ended November 30,  
  2013 a  2012  
Capital Share Transactions:         
Class A         
Shares sold  81,245   101,027  
Shares issued for dividends reinvested  675    
Shares redeemed  (74,757 )  (53,436 ) 
Net Increase (Decrease) in Shares Outstanding  7,163   47,591  
Class C         
Shares sold  38,087   8,430  
Shares redeemed  (3,229 )  (5,290 ) 
Net Increase (Decrease) in Shares Outstanding  34,858   3,140  
Class I         
Shares sold  12,849,116   13,460,380  
Shares issued for dividends reinvested  112,272   42,645  
Shares redeemed  (6,076,012 )  (5,385,690 ) 
Net Increase (Decrease) in Shares Outstanding  6,885,376   8,117,335  
Class Y         
Shares sold  57.44    
a Effective July 1, 2013, the fund commenced offering ClassY shares.      
See notes to financial statements.         

 

16



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  2013   2012  2011   2010   2009  
Per Share Data ($):                   
Net asset value, beginning of period  15.45   14.20  12.83   11.68   9.14  
Investment Operations:                   
Investment income—neta  .08   .08  .04   .01   .04  
Net realized and unrealized                   
gain (loss) on investments  4.25   1.17  1.39   1.16   2.53  
Total from Investment Operations  4.33   1.25  1.43   1.17   2.57  
Distributions:                   
Dividends from investment income—net  (.11 )      (.02 )  (.03 ) 
Dividends from net realized                   
gain on investments      (.06 )     
Total Distributions  (.11 )    (.06 )  (.02 )  (.03 ) 
Net asset value, end of period  19.67   15.45  14.20   12.83   11.68  
Total Return (%)b  28.20   8.80  11.17   10.01   28.19  
Ratios/Supplemental Data (%):                   
Ratio of total expenses                   
to average net assets  1.15   1.22  1.15   1.76   4.65  
Ratio of net expenses                   
to average net assets  1.14   1.22  1.15   1.40   1.40  
Ratio of net investment income                   
to average net assets  .48   .57  .29   .04   .42  
Portfolio Turnover Rate  7.13   5.73  10.61   13.62   31.79  
Net Assets, end of period ($ x 1,000)  2,446   1,810  988   2,424   3,884  

 

a  Based on average shares outstanding at each month end. 
b  Exclusive of sales charge. 

 

See notes to financial statements.

The Fund  17 

 



FINANCIAL HIGHLIGHTS (continued)

      Year Ended November 30,      
Class C Shares  2013   2012   2011   2010   2009  
Per Share Data ($):                     
Net asset value, beginning of period  14.97   13.88   12.65   11.58   9.11  
Investment Operations:                     
Investment (loss)—neta  (.06 )  (.05 )  (.06 )  (.09 )  (.03 ) 
Net realized and unrealized                     
gain (loss) on investments  4.13   1.14   1.35   1.16   2.50  
Total from Investment Operations  4.07   1.09   1.29   1.07   2.47  
Distributions:                     
Dividends from net realized                     
gain on investments      (.06 )     
Net asset value, end of period  19.04   14.97   13.88   12.65   11.58  
Total Return (%)b  27.19   7.85   10.22   9.24   27.11  
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  2.02   2.08   1.94   2.52   5.83  
Ratio of net expenses                     
to average net assets  1.93   2.08   1.94   2.15   2.15  
Ratio of net investment (loss)                     
to average net assets  (.34 )  (.33 )  (.47 )  (.71 )  (.27 ) 
Portfolio Turnover Rate  7.13   5.73   10.61   13.62   31.79  
Net Assets, end of period ($ x 1,000)  1,016   278   214   312   497  

 

a  Based on average shares outstanding at each month end. 
b  Exclusive of sales charge. 

 

See notes to financial statements.

18



      Year Ended November 30,      
Class I Shares  2013   2012   2011   2010   2009  
Per Share Data ($):                     
Net asset value, beginning of period  15.51   14.27   12.88   11.70   9.16  
Investment Operations:                     
Investment income—neta  .14   .14   .09   .07   .05  
Net realized and unrealized                     
gain (loss) on investments  4.27   1.17   1.38   1.15   2.54  
Total from Investment Operations  4.41   1.31   1.47   1.22   2.59  
Distributions:                     
Dividends from investment income—net  (.15 )  (.07 )  (.02 )  (.04 )  (.05 ) 
Dividends from net realized                     
gain on investments      (.06 )     
Total Distributions  (.15 )  (.07 )  (.08 )  (.04 )  (.05 ) 
Net asset value, end of period  19.77   15.51   14.27   12.88   11.70  
Total Return (%)  28.75   9.23   11.46   10.47   28.36  
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  .79   .80   .82   .94   3.77  
Ratio of net expenses                     
to average net assets  .79   .80   .82   .94   1.15  
Ratio of net investment income                     
to average net assets  .81   .95   .67   .56   .54  
Portfolio Turnover Rate  7.13   5.73   10.61   13.62   31.79  
Net Assets, end of period ($ x 1,000)  817,867   535,019   376,490   144,771   1,870  
 
a Based on average shares outstanding at each month end.                  
See notes to financial statements.                     

 

The Fund  19 

 



FINANCIAL HIGHLIGHTS (continued)

  Period Ended 
Class Y Shares  November 30, 2013a 
Per Share Data ($):   
Net asset value, beginning of period  17.41 
Investment Operations:   
Investment income—netb  .06 
Net realized and unrealized gain (loss) on investments  2.29 
Total from Investment Operations  2.35 
Net asset value, end of period  19.76 
Total Return (%)c  13.50 
Ratios/Supplemental Data (%):   
Ratio of total expenses to average net assetsd  .76 
Ratio of net expenses to average net assetsd  .76 
Ratio of net investment income to average net assetsd  .78 
Portfolio Turnover Rate  7.13 
Net Assets, end of period ($ x 1,000)  1 

 

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

 

See notes to financial statements.

20



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 nine 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 subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s sub-investment adviser.

At a meeting held on April 29, 2013, the Company’s Board of Directors (the “Board”) approved, effective July 1, 2013: (a) for the fund to offer Class Y shares; and, (b) an increase in the authorized shares of the fund from 300 million to 400 million and authorized 100 million Class Y shares.

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 ClassY. 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”) on Class C shares redeemed within one year of purchase. Class I and ClassY shares are offered at net asset value 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 Fund  21 

 



NOTES TO FINANCIAL STATEMENTS (continued)

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 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.

22



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. 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, except for open short positions, where the asked price is 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 categorized within Level 1 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

The Fund  23 

 



NOTES TO FINANCIAL STATEMENTS (continued)

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 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 categorized within Level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of November 30, 2013 in valuing the fund’s investments:

    Level 2—Other  Level 3—   
  Level 1—  Significant  Significant   
  Unadjusted  Observable  Unobservable   
  Quoted Prices  Inputs  Inputs  Total 
Assets ($)         
Investments in Securities:       
Equity Securities—         
Domestic         
Common Stocks  795,832,844      795,832,844 
Mutual Funds  62,205,600      62,205,600 

 

  See Statement of Investments for additional detailed categorizations. 

 

24



At November 30, 2013, there were no transfers between Level 1 and Level 2 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, 2013,The Bank of NewYork Mellon earned $69,357 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

The Fund  25 

 



NOTES TO FINANCIAL STATEMENTS (continued)

in affiliated investment companies during the period ended November 30, 2013 were as follows:

Affiliated         
Investment  Value   Value  Net 
Company 11/30/2012 ($)  Purchases ($) Sales ($) 11/30/2013 ($)  Assets (%) 
Dreyfus         
Institutional         
Preferred         
Plus Money         
Market         
Fund  18,726,000  168,277,000 162,450,000 24,553,000  3.0 
Dreyfus         
Institutional         
Cash         
Advantage         
Fund  4,361,023  255,188,230 221,896,653 37,652,600  4.6 
Total  23,087,023  423,465,230 384,346,653 62,205,600  7.6 

 

(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, 2013, 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, 2013, the fund did not incur any interest or penalties.

26



Each tax year in the four-year period ended November 30, 2013 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At November 30, 2013, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $4,611,574, undistributed capital gains $3,416,296 and unrealized appreciation $227,377,521.

The tax character of distributions paid to shareholders during the fiscal periods ended November 30, 2013 and November 30, 2012 were as follows: ordinary income $5,301,171 and $1,914,449, respectively.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $265 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 9, 2013, the unsecured credit facility with Citibank, N.A. was $210 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, 2013, 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 .75% of the value of the fund’s average daily net assets and is payable monthly. Dreyfus had contractually agreed from, December 1, 2012 through April 1, 2013, 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

The Fund  27 

 



NOTES TO FINANCIAL STATEMENTS (continued)

expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceeded 1.15% of the value of the fund’s average daily net assets. Thereafter, Dreyfus has contractually agreed, from April 2, 2013 through July 1, 2014, 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 certain expenses as described above) exceed .90% of the value of the fund’s average daily net assets. The reduction in expenses, pursuant to the undertaking, amounted to $616 during the period ended November 30, 2013.

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 fund’s average daily net assets.

During the period ended November 30, 2013, the Distributor retained $1,445 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, 2013, Class C shares were charged $3,420, 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, 2013, Class A and Class C shares were charged $4,577 and $1,140, respectively, pursuant to the Shareholder Services Plan.

28



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 DreyfusTransfer, 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, 2013, the fund was charged $4,773 for transfer agency services and $124 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 $15.

The fund compensates The Bank of NewYork 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, 2013, the fund was charged $49,733 pursuant to the custody agreement.

The fund compensated The Bank of New York Mellon under a cash management agreement that was in effect until September 30, 2013 for performing certain cash management services related to fund subscriptions and redemptions. During the period ended November 30, 2013, the fund was charged $56 pursuant to the cash management agreement, which is included in Shareholder servicing costs in the Statement of Operations.

During the period ended November 30, 2013, the fund was charged $9,055 for services performed by the Chief Compliance Officer and his staff.

The Fund  29 

 



NOTES TO FINANCIAL STATEMENTS (continued)

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $501,795, Distribution Plan fees $598, Shareholder Services Plan fees $699, custodian fees $22,124, Chief Compliance Officer fees $3,833 and transfer agency fees $1,326, which are offset against an expense reimbursement currently in effect in the amount of $368.

(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, 2013, amounted to $156,184,256 and $46,506,166, respectively.

At November 30, 2013, the cost of investments for federal income tax purposes was $630,660,923; accordingly, accumulated net unrealized appreciation on investments was $227,377,521, consisting of $231,559,478 gross unrealized appreciation and $4,181,957 gross unrealized depreciation.

30



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, 2013, 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, 2013 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, 2013, 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 27, 2014

The Fund  31 

 



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, 2013 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, $5,301,171 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2014 of the percentage applicable to the preparation of their 2013 income tax returns.

32



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 4-5, 2013, 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 “Sub-Adviser”) provides day-to-day management of the fund’s investments.The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Sub-Adviser. 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,

The Fund  33 

 



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

 

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

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by 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, 2013, 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. 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 three-year period when the fund’s performance was above the Performance Group median and the one-year period when the fund’s performance was above the Performance Universe median. Dreyfus also provided a comparison of the fund’s calendar year total

34



returns to the returns of the fund’s benchmark index and noted that the fund’s performance was above the returns of the benchmark in two of the four years.

The Board received a presentation from a representative of the Sub-Adviser describing the fund’s investment strategy and performance generally over the past two calendar years as well as the appeal to fund shareholders of the Sub-Adviser’s low beta and benchmark-agnostic investment approach, as reflected in the fund’s continuing net asset growth since inception. During this presentation, the Board noted how the Sub-Adviser’s benchmark-agnostic investment approach can be expected to result in periods of significant outperformance and underperformance from time to time.

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 slightly 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 noted that Dreyfus has contractually agreed to waive receipt of its fees and/or assume the expenses of the fund, until July 1, 2014, so that annual direct fund operating expenses (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest, brokerage commissions, commitment fees on borrowings, acquired fund fees 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 Sub-Adviser or its affiliates for advising any separate

The Fund  35 

 



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

 

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 Sub-Adviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Sub-Adviser and Dreyfus.The Board also noted the Sub-Adviser’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 the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus of 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 Sub-Adviser, 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

36



for the benefit of fund shareholders. Since Dreyfus, and not the fund, pays the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’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 benefits to Dreyfus and the Sub-Adviser 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 Sub-Adviser are adequate and appropriate.

  • The Board generally was satisfied with the fund’s overall performance, in light of the considerations described above.

  • The Board concluded that the fees paid to Dreyfus and the Sub- Adviser 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.

The Fund  37 

 



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

 

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 Sub-Adviser, of the fund and the services provided to the fund by Dreyfus and the Sub-Adviser.The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreements, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for 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 that renewal of the Agreements was in the best interests of the fund and its shareholders.

38



BOARD MEMBERS INFORMATION (Unaudited)

Joseph S. DiMartino (70) 
Chairman of the Board (1995) 
Principal Occupation During Past 5Years: 
• Corporate Director and Trustee 
Other Public Company Board Memberships During Past 5Years: 
• CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small 
and medium size companies, Director (1997-present) 
• The Newark Group, a provider of a national market of paper recovery facilities, paperboard 
mills and paperboard converting plants, Director (2000-2010) 
• Sunair Services Corporation, a provider of certain outdoor-related services to homes and 
businesses, Director (2005-2009) 
No. of Portfolios for which Board Member Serves: 141 
——————— 
William Hodding Carter III (78) 
Board Member (1988) 
Principal Occupation During Past 5Years: 
• Professor of Leadership & Public Policy, University of North Carolina, Chapel Hill (2006-present) 
No. of Portfolios for which Board Member Serves: 24 
——————— 
Gordon J. Davis (72) 
Board Member (2006) 
Principal Occupation During Past 5Years: 
• 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 5Years: 
• Consolidated Edison, Inc., a utility company, Director (1997-present) 
• The Phoenix Companies, Inc., a life insurance company, Director (2000-present) 
No. of Portfolios for which Board Member Serves: 49 
† Mr. Davis is deemed to be an “interested person” (as defined in the Act) of the fund as a result of his affiliation with 
   Venable LLP, which provides legal services to the fund. 
——————— 
Joni Evans (71) 
Board Member (2006) 
Principal Occupation During Past 5Years: 
• 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 

 

The Fund  39 

 



BOARD MEMBERS INFORMATION (Unaudited) (continued)

Ehud Houminer (73) 
Board Member (1994) 
Principal Occupation During Past 5Years: 
• Executive-in-Residence at the Columbia Business School, Columbia University (1992-present) 
Other Public Company Board Memberships During Past 5Years: 
• Avnet Inc., an electronics distributor, Director (1993-2012) 
No. of Portfolios for which Board Member Serves: 66 
——————— 
Richard C. Leone (73) 
Board Member (1984) 
Principal Occupation During Past 5Years: 
• Senior Fellow and former President of The Century Foundation (formerly, The Twentieth 
Century Fund, Inc.), a tax exempt research foundation engaged in the study of economic, foreign 
policy and domestic issues 
No. of Portfolios for which Board Member Serves: 24 
——————— 
Hans C. Mautner (76) 
Board Member (1984) 
Principal Occupation During Past 5Years: 
• 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 
——————— 
Robin A. Melvin (50) 
Board Member (1995) 
Principal Occupation During Past 5Years: 
• Board Member, Illinois Mentoring Partnership, non-profit organization dedicated to increasing 
the quantity and quality of mentoring services in Illinois (2013-present) 
• Director, Boisi Family Foundation, a private family foundation that supports youth-serving orga- 
nizations that promote the self sufficiency of youth from disadvantaged circumstances (1995-2012) 
No. of Portfolios for which Board Member Serves: 90 

 

40



Burton N. Wallack (63) 
Board Member (2006) 
Principal Occupation During Past 5Years: 
• President and Co-owner of Wallack Management Company, a real estate management company 
No. of Portfolios for which Board Member Serves: 24 
——————— 
John E. Zuccotti (76) 
Board Member (1984) 
Principal Occupation During Past 5Years: 
• Chairman of Brookfield Properties, Inc. 
• Senior Counsel of Weil, Gotshal & Manges, LLP 
• Emeritus Chairman of the Real Estate Board of New York 
Other Public Company Board Memberships During Past 5Years: 
• Wellpoint, Inc., a health benefits company, Director (2005-2010) 
No. of Portfolios for which Board Member Serves: 24 
——————— 

 

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, NewYork, NewYork 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.

David W. Burke, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member

The Fund  41 

 



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 68 investment companies (comprised of 141 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since February 1988.

JOHN PAK, Chief Legal Officer since March 2013.

Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since August 2012; from March 2005 to July 2012, Managing Director of Deutsche Bank, Deputy Global Head of Deutsche Asset Management Legal and Regional Head of Deutsche Asset Management Americas Legal. He is an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since August 2012.

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

Assistant General Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 50 years old and has been an employee of the Manager since February 1984.

KIESHA ASTWOOD, Vice President and Assistant Secretary since January 2010.

Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 40 years old and has been an employee of the Manager since July 1995.

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

Senior Counsel of BNY Mellon and Secretary of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since December 1996.

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

Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 58 years old and has been an employee of the Manager since October 1988.

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

Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 52 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since February 1991.

ROBERT R. MULLERY, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 61 years old and has been an employee of the Manager since May 1986.

42



JEFF PRUSNOFSKY, Vice President and Assistant Secretary since September 2003.

Senior Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since October 1990.

JAMES WINDELS, Treasurer since September 2003.

Director – Mutual Fund Accounting of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since April 1985.

RICHARD CASSARO, Assistant Treasurer since January 2008.

Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 54 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 45 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 49 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 46 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 46 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 (69 investment companies, comprised of 166 portfolios). He is 56 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.

MATTHEW D. CONNOLLY, Anti-Money Laundering Compliance Officer since April 2012.

Anti-Money Laundering Compliance Officer of the Distributor since October 2011; from March 2010 to September 2011, Global Head, KYC Reviews and Director, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, Citi Global Wealth Management. He is an officer of 64 investment companies (comprised of 161 portfolios) managed by the Manager. He is 41 years old and has been an employee of the Distributor since October 2011.

The Fund  43 

 



NOTES





For More Information


Telephone Call your financial representative or 1-800-DREYFUS

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

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 http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

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 http://www.dreyfus.com and on the SEC’s website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-DREYFUS.

  ® 
© 2014 MBSC Securities Corporation  6011AR1113 

 

 

Dreyfus 
Select Managers 
Small Cap Value Fund 

 

ANNUAL REPORT November 30, 2013




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 LoseValue 

 



 

Contents

 

THE FUND

2     

A Letter from the President

3     

Discussion of Fund Performance

6     

Fund Performance

8     

UnderstandingYour Fund’s Expenses

8     

ComparingYour Fund’s Expenses With Those of Other Funds

9     

Statement of Investments

25     

Statement of Assets and Liabilities

26     

Statement of Operations

27     

Statement of Changes in Net Assets

29     

Financial Highlights

33     

Notes to Financial Statements

44     

Report of Independent Registered Public Accounting Firm

45     

Important Tax Information

46     

Information About the Renewal of the Fund’s Management, Portfolio Allocation Management and Sub-Invesment Advisory Agreements

52     

Board Members Information

55     

Officers of 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, 2012, through November 30, 2013. 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.

Although expectations of higher long-term interest rates and a more moderately stimulative monetary policy sparked volatility in the U.S. stock market at times during the reporting period, improved U.S. economic conditions drove stock prices substantially higher for the reporting period overall. Even the 16-day U.S. government shutdown in October failed to derail the market’s advance, enabling some broad measures of stock market performance to reach new record highs by the reporting period’s end. Stocks across most capitalization ranges and investment styles produced strong results.

We currently expect U.S. economic conditions to continue to improve in 2014, with accelerating growth supported by the fading drags of tighter federal fiscal policies and downsizing on the state and local levels. Moreover, inflation is likely to remain muted, so monetary policy can remain stimulative. Globally, we anticipate stronger growth in many developed countries due to past and continuing monetary ease, while emerging markets seem poised for more moderate economic expansion. For more information on how these observations may affect your investments, we encourage you to speak with your financial advisor.

Thank you for your continued confidence and support.


J. Charles Cardona
President
The Dreyfus Corporation
December 16, 2013

2



DISCUSSION OF FUND PERFORMANCE

For the reporting period of December 1, 2012, through November 30, 2013, 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, 2013, Dreyfus Select Managers Small Cap Value Fund’s Class A shares produced a total return of 40.73%, Class C shares returned 39.69%, and Class I shares returned 41.27%.1 In comparison, the Russell 2000Value Index (the “Index”), the fund’s benchmark, returned 37.60% for the same period.2 The fund’s Class Y shares produced a total return of 16.61% for the period since its inception of July 1, 2013, through November 30, 2013.

U.S. stocks responded positively to stronger economic growth during the reporting period.The fund outperformed its benchmark, as its underlying investment managers proved successful in nine out of 10 market sectors.

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 one or more 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 seven 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, 17% of the fund’s assets are under the management ofThompson, Siegel, andWalmsley, LLC, which employs a combination of quantitative and qualitative security selection methods based on a four-factor valuation model. Approximately 22% 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

The Fund  3 

 



DISCUSSION OF FUND PERFORMANCE (continued)

discount to their intrinsic value.Approximately 18% 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 9% 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 12% of the fund’s assets are under the management of Vulcan Value Partners, LLC, which seeks companies with sustainable competitive advantages that may enable them to earn superior cash returns on capital. Approximately 8% 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. These percentages can change over time, within ranges described in the prospectus.

Please note that subsequent to the reporting period covered herein, Vulcan Value Partners, LLC, notified Dreyfus that it will terminate its services effective March 26, 2014. Accordingly, the new target percentages of the fund’s assets to be allocated to the fund’s remaining sub-advisers by that date will be 19% to Neuberger Berman Management LLC, 12% to Iridian Asset Management LLC, 14% to Kayne Anderson Rudnick Invesment Management, 20% to Lombardia Capital Partners, 15% to Thompson Siegel & Walmsley LLC, and 20% to Walthausen & Company, LLC.

Recovering Economy Fueled Market’s Gains

U.S. stocks rallied early in the reporting period amid an economic rebound fueled by falling unemployment rates and recovering housing markets. However, stocks saw heightened volatility in June 2013, after the Federal Reserve Board (the “Fed”) indicated in May that it would back away from its ongoing quantitative easing program sooner than expected. Equities generally stabilized over the summer, and they advanced strongly in the fall when the Fed unexpectedly refrained from tapering its bond purchasing program. Even a federal government shutdown in October failed to derail the rally, enabling some broad measures of stock market performance to reach record highs by the reporting period’s end.

Security Selections Produced Favorable Results

In this environment, allocations of the fund’s assets among its underlying investment managers proved well positioned, and we made no strategic changes over the reporting

4



period.The fund’s investment managers were especially successful in the financials sector, where relative performance benefited from underweighted exposure to real estate financial trusts (“REITs”), which comprise the largest single industry group in the Index’s financials sector. Conversely, the fund held an overweighted position in the information technology sector, where strong stock selections included GT Advanced Technologies, whose sapphire-based materials are used in an expanding array of electronics. In addition, technology services provider SYNNEX Corp. gained value after acquiring a business that will be accretive to earnings.

The fund’s relative results proved disappointing only in the consumer discretionary sector, where retailers such as rent-to-own operator Rent-A-Center, women’s apparel seller Ascena Retail Group, and clothing retailer Chico’s FAS struggled with sluggish store traffic.

Finding Opportunities in a Rising Market

Although valuations have expanded, on average, after the reporting period’s gains, we currently expect earnings of small-cap companies to grow at a relatively robust rate as the economic recovery gains additional traction. Indeed, the fund’s underlying investment managers report that they continue to identify ample opportunities among individual companies meeting their respective value-oriented investment criteria.

December 16, 2013

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 July 1, 2014, at which time 
it may be extended, terminated or modified. Had these expenses not been absorbed, the fund’s returns would have 
been lower for Class A, C andY shares. 
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. 

 

The Fund  5 

 



FUND PERFORMANCE


  Source: Lipper Inc. 
††  The total return figures presented for ClassY 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 ClassY 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 ClassY 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.

On April 29, 2013, the Board authorized the fund to offer ClassY shares, as a new class of shares, to certain investors, including certain institutional investors. On July 1, 2013, ClassY shares were offered at net asset value and are not subject to certain fees, including Distribution Plan and Shareholder Services Plan fees.

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.

6



Average Annual Total Returns as of 11/30/13         
  Inception      From  
  Date  1 Year   Inception  
Class A shares           
with maximum sales charge (5.75%)  12/17/08  32.61 %  19.51 % 
without sales charge  12/17/08  40.73 %  20.94 % 
Class C shares           
with applicable redemption charge   12/17/08  38.69 %  20.05 % 
without redemption  12/17/08  39.69 %  20.05 % 
Class I shares  12/17/08  41.27 %  21.34 % 
Class Y shares  7/1/13  42.28 %††  21.21 %†† 
Russell 2000 Value Index  12/31/08  37.60 %  17.52 %††† 

 

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.

  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 ClassY 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 ClassY shares). 
†††  For comparative purposes, the value of the Index as of 12/31/08 is used as the beginning value on 12/17/08. 

 

The Fund  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 Select Managers Small CapValue Fund from June 1, 2013 to November 30, 2013. 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, 2013

    Class A    Class C    Class I    Class Y 
Expenses paid per $1,000††  $ 7.01  $ 11.12  $ 5.17  $ 4.47 
Ending value (after expenses)  $ 1,167.70  $ 1,163.50  $ 1,170.10  $ 1,166.10 

 

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, 2013

    Class A    Class C    Class I    Class Y 
Expenses paid per $1,000††††  $ 6.53  $ 10.35  $ 4.81  $ 5.01 
Ending value (after expenses)  $ 1,018.60  $ 1,014.79  $ 1,020.31  $ 1,020.10 

 

  From July 1, 2013 (commencement of initial offering) to November 30, 2013 for ClassY shares. 
††  Expenses are equal to the fund’s annualized expense ratio of 1.29% for Class A, 2.05% for Class C and .95% 
  for Class I, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half 
  year period). Expenses are equal to the fund’s annualized expense ratio of .99% for ClassY, multiplied by the 
  average account value over the period, multiplied by 152/365 (to reflect the actual days in the period). 
†††  Please note that while ClassY shares commenced operations on July 1, 2013, the hypothetical expenses paid 
  during the period reflect projected activity for the full six month period for purposes of comparability.This projection 
  assumes that annualized expense ratios were in effect during the period June 1, 2013 to November 30, 2013. 
††††  Expenses are equal to the fund’s annualized expense ratio of 1.29% for Class A, 2.05% for Class C, .95% for 
  Class I and .99% for ClassY, 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, 2013

Common Stocks—95.5%  Shares   Value ($) 
Automobiles & Components—1.0%       
Dana Holding  47,600   965,328 
Gentherm  69,000 a  1,667,040 
Modine Manufacturing  89,600 a  1,189,888 
Thor Industries  43,841   2,370,483 
Visteon  6,490 a  510,374 
      6,703,113 
Banks—9.3%       
BancorpSouth  10,517   251,461 
Bank of Hawaii  12,520   740,558 
Bank of the Ozarks  12,600   707,490 
BankUnited  36,700   1,184,676 
BBCN Bancorp  113,559   1,895,300 
BofI Holding  16,300 a  1,335,948 
Bryn Mawr Bank  53,520   1,620,586 
Centerstate Banks  91,120   962,227 
City Holding  25,450 b  1,252,394 
City National  13,400   1,023,224 
Columbia Banking System  56,700   1,571,724 
Comerica  31,827   1,443,354 
Community Bank System  47,875 b  1,860,422 
CVB Financial  125,100   2,019,114 
Dime Community Bancshares  67,230   1,130,809 
East West Bancorp  68,101   2,334,502 
F.N.B  112,130   1,425,172 
First Commonwealth Financial  150,600   1,409,616 
First Financial Bankshares  39,950 b  2,651,881 
First Merchants  39,447   835,882 
First Midwest Bancorp  51,418   944,034 
First Niagara Financial Group  310,708   3,461,287 
FirstMerit  98,800   2,268,448 
Flushing Financial  33,145   716,263 
Great Southern Bancorp  12,740   378,251 
Hancock Holding  95,943   3,377,194 
Heritage Financial  43,750   752,500 
Heritage Financial Group  51,649   912,638 

 

The Fund  9 

 



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Banks (continued)       
Huntington Bancshares  176,410   1,619,444 
IBERIABANK  29,800   1,868,460 
Independent Bank  13,740   524,456 
Investors Bancorp  33,682   810,726 
MGIC Investment  71,800 a  582,298 
National Bank Holdings, Cl. A  37,679   798,041 
Ocwen Financial  60,150 a  3,408,099 
PacWest Bancorp  21,790 b  896,441 
Park Sterling  124,609   883,478 
Rockville Financial  58,148   867,568 
SVB Financial Group  14,500 a  1,467,980 
TCF Financial  98,200   1,538,794 
Texas Capital Bancshares  55,700 a  3,128,669 
Trustmark  34,418   965,425 
Umpqua Holdings  81,500 b  1,500,415 
Union First Market Bankshares  28,544 b  736,721 
Westamerica Bancorporation  27,500 b  1,522,950 
Wilshire Bancorp  63,030   666,227 
Wintrust Financial  38,600   1,750,896 
      66,004,043 
Capital Goods—12.1%       
AAON  50,380   1,550,193 
Aegion  21,454 a  467,054 
Aerovironment  38,150 a  1,150,985 
Albany International, Cl. A  52,390   1,925,856 
CAI International  34,960 a  804,080 
CLARCOR  27,800   1,682,734 
Columbus McKinnon  69,050 a  1,912,685 
Curtiss-Wright  46,671   2,462,829 
Donaldson  28,554   1,191,558 
DXP Enterprises  15,100 a  1,479,498 
Dycom Industries  24,550 a  694,765 
EnerSys  24,156   1,723,531 
ESCO Technologies  29,300   997,958 
Flow International  225,980 a  908,440 
Foster Wheeler  23,240 a  704,869 

 

10



Common Stocks (continued)  Shares   Value ($) 
Capital Goods (continued)         
Franklin Electric  18,843   838,515 
FreightCar America  64,144   1,493,272 
Generac Holdings  34,200   1,821,492 
General Cable  32,420   944,719 
Gibraltar Industries  49,285 a  872,344 
Graco  31,700   2,448,191 
GrafTech International  115,626 a,b  1,332,011 
Granite Construction  26,270   820,937 
Greenbrier Cos.  58,900 a  1,840,625 
H&E Equipment Services  58,900 a  1,680,417 
Harsco  30,000   784,500 
Hexcel  56,392 a  2,477,300 
Hyster-Yale Materials Handling  26,570   2,214,875 
II-VI  31,020 a  507,177 
ITT  44,200   1,804,244 
John Bean Technologies  76,400   2,258,384 
KBR  49,100   1,661,053 
Lawson Products  37,730 a  481,812 
Lincoln Electric Holdings  10,600   757,688 
Lindsay  52,351 b  3,999,093 
LSI Industries  63,885   555,161 
Lydall  38,121 a  679,697 
Manitowoc  49,000   1,008,910 
Meritor  81,300 a  647,961 
Miller Industries  46,980   893,560 
Moog, Cl. A  9,820 a  674,339 
Mueller Water Products, Cl. A  379,050   3,263,621 
National Presto Industries  10,540 b  807,469 
NCI Building Systems  106,900 a  1,809,817 
Nordson  7,975   575,157 
Orbital Sciences  83,250 a  1,954,710 
Orion Marine Group  67,433 a  800,430 
Regal-Beloit  10,000   735,800 
Spirit Aerosystems Holdings, Cl. A  68,230 a  2,227,027 
Standex International  32,950   1,941,414 
Sun Hydraulics  25,000   1,074,250 

 

The Fund  11 

 



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Capital Goods (continued)       
Teledyne Technologies  16,000 a  1,483,680 
Textron  69,970   2,325,103 
Titan International  8,850   152,663 
TriMas  50,240 a  1,837,779 
Trinity Industries  12,580   653,028 
Tutor Perini  85,100 a  2,084,099 
Twin Disc  31,100   893,503 
Valmont Industries  4,070   588,970 
Wabash National  73,600 a  893,504 
Woodward  99,689   4,276,658 
      85,533,994 
Commercial & Professional Services—3.8%       
ABM Industries  52,800   1,468,368 
Acacia Research  38,850 b  578,088 
ACCO Brands  140,219 a  844,118 
CBIZ  165,230 a,b  1,480,461 
CDI  40,500   635,445 
Ceco Environmental  33,280   530,150 
Clean Harbors  17,300 a  912,921 
Corporate Executive Board  31,800   2,341,434 
Covanta Holding  76,000   1,360,400 
Deluxe  91,453   4,544,299 
Ennis  39,932   740,339 
FTI Consulting  55,878 a  2,509,481 
ICF International  32,200 a  1,164,996 
Insperity  137,250   4,838,063 
Korn/Ferry International  84,497 a  1,956,950 
Tetra Tech  38,851 a  1,110,750 
US Ecology  1,407   54,141 
      27,070,404 
Consumer Durables & Apparel—2.8%       
Crocs  18,100 a  249,780 
CSS Industries  40,200   1,251,828 
Deckers Outdoor  23,000 a,b  1,900,720 
Harman International Industries  23,133   1,874,698 

 

12



Common Stocks (continued)  Shares   Value ($) 
Consumer Durables & Apparel (continued)       
Iconix Brand Group  93,335 a  3,703,533 
JAKKS Pacific  175,929 b  1,136,501 
Leapfrog Enterprises  135,263 a,b  1,164,614 
M.D.C. Holdings  18,930   572,065 
M/I Homes  103,380 a  2,271,259 
Smith & Wesson Holding  51,300 a,b  606,366 
Tupperware Brands  25,071   2,289,985 
UCP, Cl. A  8,636   129,367 
Unifi  75,850 a  2,104,079 
Universal Electronics  15,600 a  592,956 
      19,847,751 
Consumer Services—2.3%       
American Public Education  15,500 a  700,445 
Capella Education  29,840 a  1,961,085 
DeVry Education Group  15,740   559,400 
Hillenbrand  83,280   2,340,168 
Ignite Restaurant Group  14,455 a  178,519 
Interval Leisure Group  75,500   2,021,890 
LifeLock  73,900 a  1,272,558 
Outerwall  25,700 a,b  1,757,880 
Regis  50,650   809,894 
Ruby Tuesday  88,200 a  621,810 
Ruth’s Hospitality Group  47,029   676,277 
Universal Technical Institute  135,822   1,976,210 
Wendy’s  198,415   1,708,353 
      16,584,489 
Diversified Financials—5.7%       
Ares Capital  173,256   3,184,445 
Ashmore Group  604,500   3,897,256 
Asta Funding  38,390   327,083 
Cash America International  38,200   1,436,702 
DFC Global  67,900 a  679,679 
Eaton Vance  114,732   4,796,945 
Encore Capital Group  43,600 a,b  2,079,284 
Fifth Street Finance  68,808 b  657,804 

 

The Fund  13 

 



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Diversified Financials (continued)       
First Cash Financial Services  64,900 a  4,126,342 
ING US  30,590   1,068,815 
Janus Capital Group  93,818   1,020,740 
MSCI  35,551 a  1,578,109 
NASDAQ OMX Group  91,563   3,597,510 
New Mountain Finance  12,834   193,408 
PHH  97,890 a,b  2,353,276 
PICO Holdings  38,187 a  925,271 
Stifel Financial  70,409 a  3,152,211 
Waddell & Reed Financial, Cl. A  11,582   738,121 
Walter Investment Management  72,539 a  2,765,912 
World Acceptance  18,473 a,b  1,705,427 
      40,284,340 
Energy—5.3%       
Adams Resources & Energy  3,000   171,660 
Atwood Oceanics  26,277 a  1,381,119 
Bill Barrett  65,650 a,b  1,765,328 
Cal Dive International  346,800 a,b  641,580 
Callon Petroleum  27,181 a  180,754 
CARBO Ceramics  19,400   2,386,782 
Delek US Holdings  34,000   1,028,840 
Energy XXI  58,100   1,577,996 
EPL Oil & Gas  69,527 a  1,991,948 
ERA Group  62,450 a  2,037,743 
GulfMark Offshore, Cl. A  18,056   891,244 
Helix Energy Solutions Group  50,400 a  1,119,384 
ION Geophysical  175,800 a  678,588 
Kodiak Oil & Gas  42,201 a  478,559 
McDermott International  145,820 a  1,188,433 
Natural Gas Services Group  14,870 a  441,044 
Newpark Resources  243,150 a,b  2,932,389 
PDC Energy  29,630 a  1,745,503 
PetroQuest Energy  100,880 a  413,608 
Rosetta Resources  6,786 a  343,168 

 

14



Common Stocks (continued)  Shares   Value ($) 
Energy (continued)       
Stone Energy  67,535 a  2,234,058 
Synergy Resources  192,100 a  1,813,424 
Tesco  34,280 a  612,926 
TETRA Technologies  135,300 a  1,669,602 
Tidewater  37,575   2,143,278 
Ultra Petroleum  31,640 a,b  647,671 
Warren Resources  266,219 a  865,212 
Western Refining  22,600 b  882,982 
World Fuel Services  71,700   2,753,280 
WPX Energy  33,910 a  630,387 
      37,648,490 
Exchange-Traded Funds—.1%       
iShares Russell 2000 ETF  4,565   518,173 
Food & Staples Retailing—.7%       
Andersons  13,800   1,173,966 
Safeway  59,300   2,073,721 
Spartan Stores  46,991   1,090,191 
Village Super Market, Cl. A  16,200   627,426 
      4,965,304 
Food, Beverage & Tobacco—1.2%       
Crimson Wine Group  85,620 a  736,332 
Darling International  147,780 a  3,063,479 
Hillshire Brands  26,730   893,317 
National Beverage  76,500   1,615,680 
Seaboard  190   536,750 
TreeHouse Foods  23,500 a  1,648,525 
      8,494,083 
Health Care Equipment & Services—4.5%       
Accuray  68,570 a,b  547,189 
Air Methods  38,400 b  2,148,864 
Allscripts Healthcare Solutions  153,230 a  2,289,256 
AmSurg  36,094 a  1,744,062 
AngioDynamics  53,379 a  824,706 
Antares Pharma  203,010 a,b  799,859 

 

The Fund  15 

 



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Health Care Equipment & Services (continued)         
Chemed  74,069 b  5,772,197 
CryoLife  68,759   759,787 
Given Imaging  31,800 a  744,120 
HealthSouth  16,630   595,188 
Hill-Rom Holdings  50,834   2,105,036 
Invacare  39,304   880,410 
Kindred Healthcare  116,784   1,966,642 
Magellan Health Services  32,900 a  2,013,480 
Owens & Minor  58,200 b  2,221,494 
Patterson  15,000   622,350 
Providence Service  39,800 a  1,091,316 
Symmetry Medical  148,737 a  1,459,110 
Syneron Medical  86,950 a  1,016,446 
Team Health Holdings  25,500 a  1,191,615 
Teleflex  6,140   603,623 
WellCare Health Plans  9,121 a  677,690 
        32,074,440 
Household & Personal Products—1.0%         
Elizabeth Arden  12,400 a  490,172 
Medifast  58,000 a  1,571,220 
Nu Skin Enterprises, Cl. A  18,580   2,375,267 
WD-40  35,300   2,656,678 
        7,093,337 
Insurance—6.3%         
American Equity Investment Life Holding  111,115   2,634,537 
American Financial Group  10,630   612,926 
American National Insurance  7,950   918,622 
Argo Group International Holdings  17,644   834,385 
Aspen Insurance Holdings  26,500   1,071,130 
Assurant  9,310   604,591 
Endurance Specialty Holdings  41,910   2,384,679 
Everest Re Group  22,933   3,596,582 
FBL Financial Group, Cl. A  7,373   338,494 
Fidelity National Financial, Cl. A  51,100   1,485,477 

 

16



Common Stocks (continued)  Shares   Value ($) 
Insurance (continued)       
The Hanover Insurance Group  35,806   2,159,460 
HCC Insurance Holdings  36,342   1,671,005 
Horace Mann Educators  85,040   2,612,429 
Maiden Holdings  97,700   1,236,882 
Montpelier Re Holdings  111,903   3,251,901 
Navigators Group  61,553 a  4,114,203 
Platinum Underwriters Holdings  44,380   2,813,692 
Primerica  43,150   1,856,745 
ProAssurance  28,612   1,375,665 
RLI  47,460   4,788,239 
Stewart Information Services  76,869   2,449,046 
Tower Group International  98,631 b  410,305 
Validus Holdings  38,125   1,526,906 
      44,747,901 
Materials—6.7%       
American Vanguard  69,280   1,990,414 
AptarGroup  8,290   538,187 
Avery Dennison  53,390   2,610,771 
Balchem  17,600   1,041,040 
Carpenter Technology  8,960   540,198 
Chemtura  66,200 a  1,747,680 
Crown Holdings  46,000 a  2,030,440 
Cytec Industries  13,800   1,234,824 
FutureFuel  85,300   1,426,216 
Glatfelter  79,904   2,236,513 
Greif, Cl. A  24,291   1,334,790 
Headwaters  154,000 a  1,487,640 
Intrepid Potash  118,190 b  1,826,035 
Kaiser Aluminum  57,170   3,848,684 
KMG Chemicals  121,601   2,210,706 
Kraton Performance Polymers  90,210 a  2,100,991 
LSB Industries  52,690 a  1,690,295 
Materion  61,880   1,779,669 
Mercer International  195,075 a  1,853,213 

 

The Fund  17 

 



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Materials (continued)       
NewMarket  2,700   874,665 
Olin  115,350 b  2,864,141 
Olympic Steel  27,640   775,855 
PolyOne  60,850   1,975,191 
RPM International  18,128   717,869 
Sealed Air  59,600   1,913,756 
Sensient Technologies  9,309   457,444 
Sonoco Products  27,418   1,098,365 
Stillwater Mining  59,390 a  666,950 
Worthington Industries  64,730   2,714,129 
      47,586,671 
Media—1.4%       
E.W. Scripps, Cl. A  64,500 a  1,307,415 
John Wiley & Sons, Cl. A  31,387   1,599,482 
LIN Media, Cl. A  56,800 a  1,484,752 
Live Nation  164,521 a  3,022,251 
Media General, Cl. A  104,600 a,b  1,893,260 
Starz  32,320 a  914,010 
      10,221,170 
Pharmaceuticals, Biotech &       
  Life Sciences—3.0%       
Acorda Therapeutics  43,200 a  1,503,792 
Affymetrix  109,400 a  928,806 
Cambrex  196,770 a  3,837,015 
Charles River Laboratories International  45,700 a  2,384,169 
Flamel Technologies, ADR  278,584 a,b  2,042,021 
Furiex Pharmaceuticals  50,700 a  2,281,500 
Impax Laboratories  27,390 a  658,456 
Mallinckrodt  11,560 a  600,658 
Nordion  160,110 a  1,317,705 
PerkinElmer  38,238   1,454,574 
Questcor Pharmaceuticals  12,600 b  730,926 
Sagent Pharmaceuticals  32,810 a  745,115 
Santarus  35,300 a  1,135,954 

 

18



Common Stocks (continued)  Shares   Value ($) 
Pharmaceuticals, Biotech &       
Life Sciences (continued)       
Theravance  15,820 a,b  597,363 
XOMA  173,620 a,b  829,904 
      21,047,958 
Real Estate—2.8%       
Altisource Portfolio Solutions  25,973 a  4,181,134 
AV Homes  49,870 a  1,005,878 
Capstead Mortgage  82,500 c  992,475 
EPR Properties  19,900 c  1,000,771 
First Potomac Realty Trust  86,163 c  1,033,956 
Hersha Hospitality Trust  364,287 c  2,087,364 
LaSalle Hotel Properties  70,549 c  2,209,595 
Lexington Realty Trust  163,600 c  1,680,172 
Medical Properties Trust  125,595 c  1,659,110 
Newcastle Investment  286,200 c  1,571,238 
Omega Healthcare Investors  46,789 c  1,529,532 
Ramco-Gershenson Properties Trust  52,554 c  840,864 
      19,792,089 
Retailing—3.6%       
American Eagle Outfitters  54,540   887,366 
Ascena Retail Group  99,311 a  2,115,324 
Barnes & Noble  34,700 a  582,266 
Chico’s FAS  48,100   898,989 
Children’s Place Retail Stores  33,600 a  1,848,000 
Express  38,900 a  957,329 
Finish Line, Cl. A  30,732   811,632 
Genesco  26,164 a  1,959,945 
JOS. A. Bank Clothiers  29,872 a  1,697,327 
Office Depot  258,778 a  1,407,752 
PEP Boys-Manny Moe & Jack  36,600 a  501,420 
RadioShack  651,370 a,b  1,895,487 
Rent-A-Center  100,139   3,410,734 
Select Comfort  97,329 a  2,054,615 
Sonic Automotive, Cl. A  97,605   2,315,191 

 

The Fund  19 

 



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Retailing (continued)       
Stage Stores  68,600   1,441,286 
Travelcenters of America  95,500 a  1,015,165 
      25,799,828 
Semiconductors & Semiconductor       
  Equipment—3.5%       
Amkor Technology  320,860 a  1,925,160 
Axcelis Technologies  596,935 a  1,331,165 
Cabot Microelectronics  102,320 a  4,611,562 
Ceva  29,100 a  465,309 
ChipMOS Technologies  57,500   1,177,600 
Cirrus Logic  48,800 a,b  984,784 
FormFactor  279,502 a  1,514,901 
Freescale Semiconductor  56,070 a,b  816,379 
GT Advanced Technologies  341,690 a,b  3,351,979 
Ikanos Communications  79,100 a  107,576 
Integrated Silicon Solution  60,392 a  715,041 
Kulicke & Soffa Industries  63,250 a  798,215 
LTX-Credence  142,242 a  1,026,987 
Mellanox Technologies  14,160 a,b  551,390 
Rambus  123,950 a  1,064,731 
Silicon Image  214,100 a  1,160,422 
Spansion, Cl. A  65,740 a  814,519 
Teradyne  62,441 a,b  1,063,371 
Ultratech  47,200 a  1,248,912 
      24,730,003 
Software & Services—8.0%       
Accelrys  87,000 a  846,510 
ACI Worldwide  57,328 a  3,699,376 
American Software, Cl. A  104,123   1,004,787 
AVG Technologies  58,500 a  1,010,880 
Bankrate  27,650 a,b  518,161 
Broadridge Financial Solutions  16,220   618,793 
CACI International, Cl. A  26,678 a  1,914,680 
Cadence Design Systems  62,900 a,b  833,425 

 

20



Common Stocks (continued)  Shares   Value ($) 
Software & Services (continued)       
Cass Information Systems  40,368   2,533,092 
Computer Services  29,035   975,576 
Comverse  47,593 a  1,594,366 
Convergys  133,550   2,740,446 
CoreLogic  60,200 a  2,120,846 
Covisint  12,600   159,894 
Digital River  97,200 a  1,736,964 
DST Systems  31,000   2,737,300 
Fair Isaac  49,033   2,893,437 
FalconStor Software  635,915 a  941,154 
Global Payments  9,776   616,377 
Hackett Group  23,473   146,706 
Heartland Payment Systems  55,069 b  2,473,149 
Jack Henry & Associates  44,700   2,537,619 
Monotype Imaging Holdings  21,000   654,150 
NeuStar, Cl. A  57,034 a  2,780,408 
Rovi  96,210 a  1,770,264 
SeaChange International  74,900 a  1,111,516 
SS&C Technologies Holdings  45,300 a  1,952,883 
SYKES Enterprises  60,900 a  1,348,326 
Syntel  29,000   2,562,730 
TIBCO Software  22,700 a  548,659 
Unwired Planet  428,046 a  650,630 
ValueClick  248,937 a  5,327,252 
VeriFone Systems  36,920 a  945,521 
Verint Systems  52,838 a  2,003,623 
      56,309,500 
Technology Hardware &       
Equipment—7.0%       
Anixter International  14,161 a  1,251,832 
ARRIS Group  84,500 a  1,733,940 
Aviat Networks  410,918 a  1,039,623 
Badger Meter  31,825   1,748,147 
Black Box  48,548   1,359,829 

 

The Fund  21 

 



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Technology Hardware &       
  Equipment (continued)       
Brocade Communications Systems  172,200 a  1,513,638 
Ceragon Networks  60,600 a  158,772 
Ciena  42,600 a  946,146 
Cognex  34,792   1,146,396 
CTS  88,945   1,617,020 
Diebold  21,914   747,925 
Dolby Laboratories, Cl. A  23,400 b  840,762 
Electronics for Imaging  34,115 a  1,350,954 
Emulex  201,340 a,b  1,501,996 
GSI Group  67,570 a  741,919 
Infinera  136,300 a,b  1,267,590 
Ingram Micro, Cl. A  49,125 a  1,151,490 
InvenSense  62,300 a,b  1,077,167 
Itron  21,140 a  895,279 
Ituran Location and Control  104,340 b  2,069,062 
Lexmark International, Cl. A  66,340   2,346,446 
Mercury Systems  69,300 a  758,142 
Methode Electronics  48,800   1,411,784 
Oplink Communications  78,345 a  1,270,756 
OSI Systems  7,400 a  567,580 
Park Electrochemical  45,120   1,340,515 
Plantronics  33,794   1,511,605 
Plexus  30,920 a  1,248,241 
Pulse Electronics  46,557 a,b  157,828 
QLogic  125,941 a  1,562,928 
Quantum  605,119 a  756,399 
ScanSource  34,399 a  1,444,414 
Sierra Wireless  60,300 a  1,154,745 
SYNNEX  37,280 a  2,466,445 
Vishay Intertechnology  330,753 a,b  4,276,637 
Vishay Precision Group  41,720 a  709,240 

 

22



Common Stocks (continued)  Shares   Value ($) 
Technology Hardware &       
Equipment (continued)       
Zebra Technologies, Cl. A  41,888 a  2,171,474 
      49,314,666 
Telecommunication       
  Services—.1%       
MagicJack VocalTec  37,150 a,b  426,111 
Transportation—1.4%       
Air Transport Services Group  120,838 a  940,120 
Arkansas Best  21,465   698,471 
Atlas Air Worldwide Holdings  16,200 a  622,080 
Con-way  19,600   811,244 
Danaos  126,611 a  563,419 
JetBlue Airways  114,600 a,b  1,018,794 
Landstar System  40,100   2,250,813 
Ryder System  19,900   1,389,816 
SkyWest  36,051   609,262 
Werner Enterprises  44,653   1,074,798 
      9,978,817 
Utilities—1.9%       
Atmos Energy  29,133   1,294,962 
Dynegy  32,700 a,b  700,107 
Empire District Electric  50,844   1,154,159 
NorthWestern  28,800   1,266,624 
NRG Energy  36,621   968,992 
Ormat Technologies  44,600 b  1,118,568 
PNM Resources  57,600   1,340,352 
Portland General Electric  83,890   2,500,761 
Questar  54,500   1,227,340 
UNS Energy  45,300   2,168,964 
      13,740,829 
Total Common Stocks       
  (cost $509,996,904)      676,517,504 

 

The Fund  23 

 



STATEMENT OF INVESTMENTS (continued)

Investment of Cash Collateral         
for Securities Loaned—7.7%  Shares   Value ($)  
Registered Investment Company;         
Dreyfus Institutional Cash Advantage Fund         
(cost $54,693,360)  54,693,360 d  54,693,360  
Total Investments (cost $564,690,264)  103.2 %  731,210,864  
Liabilities, Less Cash and Receivables  (3.2 %)  (22,856,180 ) 
Net Assets  100.0 %  708,354,684  

 

ADR—American Depository Receipts
ETF—Exchange-Traded Funds

a Non-income producing security. 
b Security, or portion thereof, on loan.At November 30, 2013, the value of the fund’s securities on loan was 
$55,067,807 and the value of the collateral held by the fund was $56,504,231, consisting of cash collateral of 
$54,693,360 and U.S. Government & Agency securities valued at $1,810,871. 
c Investment in real estate investment trust. 
d Investment in affiliated money market mutual fund. 

 

Portfolio Summary (Unaudited)     
 
  Value (%)  Value (%) 
Capital Goods  12.1  Pharmaceuticals, Biotech & Life Sciences  3.0 
Banks  9.3  Consumer Durables & Apparel  2.8 
Software & Services  8.0  Real Estate  2.8 
Money Market Investment  7.7  Consumer Services  2.3 
Technology Hardware & Equipment  7.0  Utilities  1.9 
Materials  6.7  Media  1.4 
Insurance  6.3  Transportation  1.4 
Diversified Financials  5.7  Food, Beverage & Tobacco  1.2 
Energy  5.3  Automobiles & Components  1.0 
Health Care Equipment & Services  4.5  Household & Personal Products  1.0 
Commercial & Professional Services  3.8  Food & Staples Retailing  .7 
Retailing  3.6  Exchange-Traded Funds  .1 
Semiconductors &    Telecommunication Services  .1 
Semiconductor Equipment  3.5    103.2 
 
† Based on net assets.       
See notes to financial statements.       

 

24



STATEMENT OF ASSETS AND LIABILITIES 
November 30, 2013 

 

      Cost    Value 
Assets ($):           
Investments in securities—See Statement of Investments (including       
securities on loan, valued at $55,067,807)—Note 1(b):         
Unaffiliated issuers    509,996,904  676,517,504 
Affiliated issuers      54,693,360  54,693,360 
Cash        31,871,607 
Receivable for investment securities sold          1,807,490 
Dividends and securities lending income receivable        773,548 
Receivable for shares of Common Stock subscribed        67,495 
Prepaid expenses          34,910 
        765,765,914 
Liabilities ($):           
Due to The Dreyfus Corporation and affiliates—Note 3(c)        553,986 
Liability for securities on loan—Note 1(b)        54,693,360 
Payable for investment securities purchased        1,758,043 
Payable for shares of Common Stock redeemed        314,883 
Accrued expenses          90,958 
        57,411,230 
Net Assets ($)        708,354,684 
Composition of Net Assets ($):           
Paid-in capital        485,476,604 
Accumulated undistributed investment income—net        3,455,876 
Accumulated net realized gain (loss) on investments      52,899,430 
Accumulated net unrealized appreciation (depreciation)         
   on investments and foreign currency transactions      166,522,774 
Net Assets ($)        708,354,684 
 
 
Net Asset Value Per Share           
  Class A  Class C    Class I  Class Y 
Net Assets ($)  1,515,953  231,184  706,606,381  1,166 
Shares Outstanding  57,743  9,179  26,617,034  43.94 
Net Asset Value Per Share ($)  26.25  25.19  26.55  26.54 
 
See notes to financial statements.           

 

The Fund  25 

 



STATEMENT OF OPERATIONS 
Year Ended November 30, 2013 

 

Investment Income ($):     
Income:     
Cash dividends (net of $18,454 foreign taxes withheld at source):  8,298,146  
Income from securities lending—Note 1(b)  558,379  
Total Income  8,856,525  
Expenses:     
Management fee—Note 3(a)  5,132,977  
Custodian fees—Note 3(c)  90,598  
Registration fees  64,541  
Professional fees  61,539  
Directors’ fees and expenses—Note 3(d)  45,004  
Prospectus and shareholders’ reports  16,977  
Shareholder servicing costs—Note 3(c)  7,975  
Loan commitment fees—Note 2  5,210  
Distribution fees—Note 3(b)  1,287  
Miscellaneous  23,932  
Total Expenses  5,450,040  
Less—reduction in expenses due to undertaking—Note 3(a)  (450 ) 
Less—reduction in fees due to earnings credits—Note 3(c)  (11 ) 
Net Expenses  5,449,579  
Investment Income—Net  3,406,946  
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):     
Net realized gain (loss) on investments and foreign currency transactions  57,242,086  
Net unrealized appreciation (depreciation) on investments and     
foreign currency transactions  133,980,280  
Net Realized and Unrealized Gain (Loss) on Investments  191,222,366  
Net Increase in Net Assets Resulting from Operations  194,629,312  
 
See notes to financial statements.     

 

26



STATEMENT OF CHANGES IN NET ASSETS

  Year Ended November 30,  
  2013 a  2012  
Operations ($):         
Investment income—net  3,406,946   1,908,421  
Net realized gain (loss) on investments  57,242,086   18,752,627  
Net unrealized appreciation         
(depreciation) on investments  133,980,280   28,174,786  
Net Increase (Decrease) in Net Assets         
Resulting from Operations  194,629,312   48,835,834  
Dividends to Shareholders from ($):         
Investment income—net:         
Class A  (8 )   
Class I  (1,841,668 )  (639,291 ) 
Net realized gain on investments:         
Class A  (41,592 )  (75,831 ) 
Class C  (6,501 )  (14,596 ) 
Class I  (21,618,710 )  (25,288,419 ) 
Total Dividends  (23,508,479 )  (26,018,137 ) 
Capital Stock Transactions ($):         
Net proceeds from shares sold:         
Class A  474,459   118,438  
Class C  76,163   506  
Class I  161,203,345   147,573,196  
Class Y  1,000    
Dividends reinvested:         
Class A  41,600   75,831  
Class C  6,501   14,596  
Class I  11,970,795   13,220,617  
Cost of shares redeemed:         
Class A  (250,905 )  (421,174 ) 
Class C  (67,468 )  (22,518 ) 
Class I  (67,007,781 )  (50,912,127 ) 
Increase (Decrease) in Net Assets         
from Capital Stock Transactions  106,447,709   109,647,365  
Total Increase (Decrease) in Net Assets  277,568,542   132,465,062  
Net Assets ($):         
Beginning of Period  430,786,142   298,321,080  
End of Period  708,354,684   430,786,142  
Undistributed investment income—net  3,455,876   1,890,606  

 

The Fund  27 

 



STATEMENT OF CHANGES IN NET ASSETS (continued)

  Year Ended November 30,  
  2013 a  2012  
Capital Share Transactions:         
Class Ab         
Shares sold  21,746   6,248  
Shares issued for dividends reinvested  2,155   4,401  
Shares redeemed  (11,476 )  (22,730 ) 
Net Increase (Decrease) in Shares Outstanding  12,425   (12,081 ) 
Class Cb         
Shares sold  3,519   30  
Shares issued for dividends reinvested  349   869  
Shares redeemed  (3,372 )  (1,216 ) 
Net Increase (Decrease) in Shares Outstanding  496   (317 ) 
Class I         
Shares sold  7,324,503   7,796,955  
Shares issued for dividends reinvested  614,943   761,027  
Shares redeemed  (2,977,564 )  (2,677,729 ) 
Net Increase (Decrease) in Shares Outstanding  4,961,882   5,880,253  
Class Y         
Shares sold  43.94    

 

a Effective July 1, 2013, the fund commenced offering ClassY shares. 
b During the period ended November 30, 2013, 1,060 Class C shares representing $22,840 were exchanged for 
1,021 Class A shares. 

 

See notes to financial statements.

28



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  2013   2012   2011   2010   2009 a 
Per Share Data ($):                     
Net asset value, beginning of period  19.62   18.66   19.63   15.24   12.50  
Investment Operations:                     
Investment income (loss)—netb  .06   .02   (.04 )  (.05 )  (.00 )c 
Net realized and unrealized                     
gain (loss) on investments  7.57   2.56   .23   4.47   2.74  
Total from Investment Operations  7.63   2.58   .19   4.42   2.74  
Distributions:                     
Dividends from investment income—net  (.00 )c         
Dividends from net realized                     
gain on investments  (1.00 )  (1.62 )  (1.16 )  (.03 )   
Total Distributions  (1.00 )  (1.62 )  (1.16 )  (.03 )   
Net asset value, end of period  26.25   19.62   18.66   19.63   15.24  
Total Return (%)d  40.73   15.04   .62   29.05   21.92 e 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  1.33   1.40   1.29   1.34   2.94 f 
Ratio of net expenses                     
to average net assets  1.30   1.36   1.27   1.32   1.40 f 
Ratio of net investment income                     
(loss) to average net assets  .25   .12   (.18 )  (.27 )  (.02 )f 
Portfolio Turnover Rate  68.30   74.74   67.49   56.03   48.43 e 
Net Assets, end of period ($ x 1,000)  1,516   889   1,071   7,308   6,289  

 

a  From December 17, 2008 (commencement of operations) to November 30, 2009. 
b  Based on average shares outstanding at each month end. 
c  Amount represents less than $.01 per share. 
d  Exclusive of sales charge. 
e  Not annualized. 
f  Annualized. 

 

See notes to financial statements.

The Fund  29 

 



FINANCIAL HIGHLIGHTS (continued)

      Year Ended November 30,      
Class C Shares  2013   2012   2011   2010   2009 a 
Per Share Data ($):                     
Net asset value, beginning of period  19.00   18.25   19.34   15.13   12.50  
Investment Operations:                     
Investment (loss)—netb  (.10 )  (.12 )  (.18 )  (.18 )  (.10 ) 
Net realized and unrealized                     
gain (loss) on investments  7.29   2.49   .25   4.42   2.73  
Total from Investment Operations  7.19   2.37   .07   4.24   2.63  
Distributions:                     
Dividends from net realized                     
gain on investments  (1.00 )  (1.62 )  (1.16 )  (.03 )   
Net asset value, end of period  25.19   19.00   18.25   19.34   15.13  
Total Return (%)c  39.69   14.16   (.03 )  28.07   21.04 d 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  2.16   2.15   2.03   2.10   3.70 e 
Ratio of net expenses                     
to average net assets  2.06   2.12   2.02   2.08   2.15 e 
Ratio of net investment (loss)                     
to average net assets  (.48 )  (.64 )  (.92 )  (1.02 )  (.77 )e 
Portfolio Turnover Rate  68.30   74.74   67.49   56.03   48.43 d 
Net Assets, end of period ($ x 1,000)  231   165   164   916   617  

 

a  From December 17, 2008 (commencement of operations) to November 30, 2009. 
b  Based on average shares outstanding at each month end. 
c  Exclusive of sales charge. 
d  Not annualized. 
e  Annualized. 

 

See notes to financial statements.

30



      Year Ended November 30,      
Class I Shares  2013   2012   2011   2010   2009 a 
Per Share Data ($):                     
Net asset value, beginning of period  19.84   18.83   19.72   15.28   12.50  
Investment Operations:                     
Investment income—netb  .14   .10   .04   .00 c  .03  
Net realized and unrealized                     
gain (loss) on investments  7.65   2.57   .23   4.47   2.75  
Total from Investment Operations  7.79   2.67   .27   4.47   2.78  
Distributions:                     
Dividends from investment income—net  (.08 )  (.04 )    (.00 )c   
Dividends from net realized                     
gain on investments  (1.00 )  (1.62 )  (1.16 )  (.03 )   
Total Distributions  (1.08 )  (1.66 )  (1.16 )  (.03 )   
Net asset value, end of period  26.55   19.84   18.83   19.72   15.28  
Total Return (%)  41.27   15.45   1.04   29.32   22.24 d 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  .95   .99   .99   1.07   1.91 e 
Ratio of net expenses                     
to average net assets  .95   .99   .99   1.06   1.15 e 
Ratio of net investment income                     
to average net assets  .60   .52   .20   .02   .26 e 
Portfolio Turnover Rate  68.30   74.74   67.49   56.03   48.43 d 
Net Assets, end of period ($ x 1,000)  706,606   429,732   297,086   243,304   63,379  

 

a  From December 17, 2008 (commencement of operations) to November 30, 2009. 
b  Based on average shares outstanding at each month end. 
c  Amount represents less than $.01 per share. 
d  Not annualized. 
e  Annualized. 

 

See notes to financial statements.

The Fund  31 

 



FINANCIAL HIGHLIGHTS (continued)

  Period Ended 
Class Y Shares  November 30, 2013 a 
Per Share Data ($):   
Net asset value, beginning of period  22.76 
Investment Operations:   
Investment income—netb  .02 
Net realized and unrealized   
  gain (loss) on investments  3.76 
Total from Investment Operations  3.78 
Net asset value, end of period  26.54 
Total Return (%)c  16.61 
Ratios/Supplemental Data (%):   
Ratio of total expenses to average net assetsd  1.01 
Ratio of net expenses to average net assetsd  .99 
Ratio of net investment income   
to average net assetsd  .07 
Portfolio Turnover Rate  68.30 
Net Assets, end of period ($ x 1,000)  1 

 

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

 

See notes to financial statements.

32



NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Select Managers Small CapValue 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 nine 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”), Vulcan Value Partners, LLC (“Vulcan”) and Kayne Anderson Rudnick Investment Management, LLC (“Kayne”) serve as the fund’s sub-investment advisers, each managing an allocated portion of the fund’s portfolio.

At a meeting held on April 29, 2013, the Company’s Board of Directors (the “Board”) approved, effective July 1, 2013: (a) for the fund to offer Class Y shares; and, (b) an increase in the authorized shares of the fund from 300 million to 400 million and authorized 100 million Class Y shares.

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

The Fund  33 

 



NOTES TO FINANCIAL STATEMENTS (continued)

redeemed within one year of purchase. Class I and Class Y shares are offered at net asset value 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, 2013, MBC Investments Corp., an indirect subsidiary of BNY Mellon, held all of the outstanding Class Y shares of the fund.

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

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 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

34



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

The Fund  35 

 



NOTES TO FINANCIAL STATEMENTS (continued)

price or, if there is no official closing price that day, at the last sales price. 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, except for open short positions, where the asked price is 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 categorized within Level 1 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.

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

36



The following is a summary of the inputs used as of November 30, 2013 in valuing the fund’s investments:

    Level 2—Other  Level 3—   
  Level 1—  Significant  Significant   
  Unadjusted  Observable  Unobservable   
  Quoted Prices  Inputs  Inputs  Total 
Assets ($)         
Investments in Securities:       
Equity Securities—         
Domestic         
Common Stocks  656,242,860      656,242,860 
Equity Securities—         
Foreign         
Common Stocks  19,756,471      19,756,471 
Exchange-Traded         
Funds  518,173      518,173 
Mutual Funds  54,693,360      54,693,360 
 
† See Statement of Investments for additional detailed categorizations.   

 

At November 30, 2012, $425,585 of exchange traded domestic equity securities were classified within Level 2 of the fair value hierarchy pursuant to the fund’s fair valuation procedures.

(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

The Fund  37 

 



NOTES TO FINANCIAL STATEMENTS (continued)

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, 2013,The Bank of NewYork Mellon earned $133,897 from lending portfolio securities, pursuant to the securities lending agreement.

(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, 2013 were as follows:

Affiliated         
Investment  Value   Value  Net 
Company  11/30/2012 ($) Purchases ($) Sales ($) 11/30/2013 ($) Assets (%)
Dreyfus         
Institutional         
Cash         
Advantage         
Fund  43,410,240 201,661,792  190,378,672  54,693,360  7.7 

 

(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.

38



(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, 2013, 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, 2013, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended November 30, 2013 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At November 30, 2013, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $30,562,390, undistributed capital gains $29,790,496 and unrealized appreciation $162,525,194.

The tax character of distributions paid to shareholders during the fiscal periods ended November 30, 2013 and November 30, 2012 were as follows: ordinary income $11,546,395 and $7,650,223, and long-term capital gains $11,962,084 and $18,367,914, respectively.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $265 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 9, 2013, the unsecured credit facility with Citibank, N.A. was $210 million. In connection therewith, the fund has agreed to pay its pro

The Fund  39 

 



NOTES TO FINANCIAL STATEMENTS (continued)

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, 2013, 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 had contractually agreed, from December 1, 2012 through April 1, 2013, 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 Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceeded 1.15% of the value of the fund’s average daily net assets. Thereafter, Dreyfus has contractually agreed from April 2, 2013 through July 1, 2014, to waive receipt of its fees and/or assume the expenses of the fund so that the expenses of none of the classes (excluding certain expenses as described above) exceed 1.05% of the value of the fund’s average daily net assets.The reduction in expenses, pursuant to the undertaking, amounted to $450 during the period ended November 30, 2013.

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, Vulcan and Kayne, Dreyfus pays each sub-investment adviser separate monthly fees at an annual percentage of the value of the fund’s average daily net assets managed by such sub-investment adviser.

During the period ended November 30, 2013, the Distributor retained $827 from commissions earned on sales of the fund’s Class A shares.

40



(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, 2013, Class C shares were charged $1,287 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, 2013, Class A and Class C shares were charged $3,009 and $429, 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 DreyfusTransfer, 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, 2013, the fund was charged $2,840 for transfer agency services and $102 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 $11.

The Fund  41 

 



NOTES TO FINANCIAL STATEMENTS (continued)

The fund compensates The Bank of NewYork 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, 2013, the fund was charged $90,598 pursuant to the custody agreement.

The fund compensated The Bank of New York Mellon under a cash management agreement that was in effect until September 30, 2013 for performing certain cash management services related to fund subscriptions and redemptions. During the period ended November 30, 2013, the fund was charged $39 pursuant to the cash management agreement, which is included in Shareholder servicing costs in the Statement of Operations.

During the period ended November 30, 2013, the fund was charged $9,055 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 $509,514, Distribution Plan fees $139, Shareholder Services Plan fees $347, custodian fees $39,374, Chief Compliance Officer fees $3,833 and transfer agency fees $827, which are offset against an expense reimbursement currently in effect in the amount of $48.

(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, 2013, amounted to $443,908,052 and $372,437,512, respectively.

42



At November 30, 2013, the cost of investments for federal income tax purposes was $568,687,844; accordingly, accumulated net unrealized appreciation on investments was $162,523,020, consisting of $176,343,225 gross unrealized appreciation and $13,820,205 gross unrealized depreciation.

NOTE 5—Subsequent Event:

On December 26, 2013,VulcanValue Partners, LLC (“Vulcan”) resigned as a sub-investment adviser of the fund, effective March 26, 2014.The portion of the assets of the fund under Vulcan’s management will be allocated to certain of the fund’s six other Sub-Advisers, as determined by the Portfolio Allocation Manager.

The Fund  43 

 



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 CapValue Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2013, 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, 2013 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 CapValue Fund at November 30, 2013, 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.

NewYork, NewYork
January 27, 2014

44



IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes the fund hereby reports 39.85% of the ordinary dividends paid during the fiscal year ended November 30, 2013 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, $4,089,326 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2014 of the percentage applicable to the preparation of their 2013 income tax returns. Also, the fund hereby reports $.4463 per share as a short-term capital gain distribution and $.5437 per share as a long-term capital gain distribution paid on December 31, 2012 and the fund also reports $.0015 per share as a short-term capital gain distribution and $.0075 per share as a long-term capital gain distribution paid on March 20, 2013.

The Fund  45 

 



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 4-5, 2013, 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 sub-advisers to provide the fund with day-to-day portfolio management services, recommending the percentage of fund assets to be allocated to each sub-adviser, monitoring and evaluating the performance of the sub-advisers, and recommending whether a sub-adviser should be terminated; and (c) Dreyfus’ separate Sub-Investment Advisory Agreements with each of Thomson, Siegel and Walmsley, LLC, Walthausen & Co., LLC, Neuberger Berman Management, LLC, Lombardia Capital Partners, LLC, Iridian Asset Management, LLC, Vulcan Value Partners, LLC and Kayne Rudnick Anderson Investment Management, LLC (collectively, the “Sub-Advisers”), pursuant to which each Sub-Adviser serves as a sub-investment adviser to the fund and provides day-to-day management of a percentage of the fund’s portfolio (collectively with the Management Agreement and the Allocation Agreement, the “ Agreements”).The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus, EACM or the Sub-Advisers. 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

46



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 Sub-Advisers and EACM’s evaluations and recommendations to Dreyfus regarding the Sub-Advisers and EACM’s supervisory activities over the Sub-Advisers.The Board also considered the Sub-Advisers’ brokerage policies and practices (including policies and practices regarding soft dollars) of the respective Sub-Advisers and the respective 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, 2013, 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

The Fund  47 

 



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

 

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 above the Performance Group and Performance Universe medians, and ranked in the first or second quartile in the Performance Group, 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.

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 above the Expense Group and Expense Universe medians, 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 July 1, 2014, so that annual direct fund operating expenses (excluding Rule 12b-1 fees, shareholder services plan fees, taxes, interest, brokerage commissions, commitment fees on borrowings, acquired fund fees and extraordinary expenses) do not exceed 1.05% 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, EACM, or the Sub-Advisers or their affiliates for advising any separate accounts and/or other types of client portfolios that are

48



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 paid to EACM and to each Sub-Adviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Sub-Advisers, EACM and Dreyfus.The Board also reviewed and considered the individual performance of the respective Sub-Advisers as to the portion of the fund’s assets under their manage-ment.The Board also noted that EACM’s and each Sub-Adviser’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 the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus of 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, EACM and the Sub-Advisers, including the nature,

The Fund  49 

 



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

 

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 each Sub-Adviser pursuant to respective Agreements, the Board did not consider EACM’s or any Sub-Adviser’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 benefits to Dreyfus and each Sub-Adviser 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 among the various Sub-Advisers 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 Sub-Advisers are adequate and appropriate.

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

  • The Board concluded that the fees paid to Dreyfus, EACM and the Sub-Advisers were reasonable in light of the considerations described above.

50



  • 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 Sub-Adviser, of the fund and the services provided to the fund by Dreyfus and the Sub-Adviser.The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreements, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for 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 that renewal of the Agreements was in the best interests of the fund and its shareholders.

The Fund  51 

 



BOARD MEMBERS INFORMATION (Unaudited)

Joseph S. DiMartino (70) 
Chairman of the Board (1995) 
Principal Occupation During Past 5Years: 
• Corporate Director and Trustee 
Other Public Company Board Memberships During Past 5Years: 
• CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small 
and medium size companies, Director (1997-present) 
• The Newark Group, a provider of a national market of paper recovery facilities, paperboard 
mills and paperboard converting plants, Director (2000-2010) 
• Sunair Services Corporation, a provider of certain outdoor-related services to homes and 
businesses, Director (2005-2009) 
No. of Portfolios for which Board Member Serves: 141 
——————— 
William Hodding Carter III (78) 
Board Member (1988) 
Principal Occupation During Past 5Years: 
• Professor of Leadership & Public Policy, University of North Carolina, Chapel Hill (2006-present) 
No. of Portfolios for which Board Member Serves: 24 
——————— 
Gordon J. Davis (72) 
Board Member (2006) 
Principal Occupation During Past 5Years: 
• Partner in the law firm ofVenable LLP (2012-present) 
• Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012) 
Other Public Company Board Memberships During Past 5Years: 
• Consolidated Edison, Inc., a utility company, Director (1997-present) 
• The Phoenix Companies, Inc., a life insurance company, Director (2000-present) 
No. of Portfolios for which Board Member Serves: 49 
† Mr. Davis is deemed to be an “interested person” (as defined in the Act) of the fund as a result of his affiliation with 
     Venable LLP, which provides legal services to the fund. 
——————— 
Joni Evans (71) 
Board Member (2006) 
Principal Occupation During Past 5Years: 
• 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 

 

52



Ehud Houminer (73) 
Board Member (1994) 
Principal Occupation During Past 5Years: 
• Executive-in-Residence at the Columbia Business School, Columbia University (1992-present) 
Other Public Company Board Memberships During Past 5Years: 
• Avnet Inc., an electronics distributor, Director (1993-2012) 
No. of Portfolios for which Board Member Serves: 66 
——————— 
Richard C. Leone (73) 
Board Member (1984) 
Principal Occupation During Past 5Years: 
• Senior Fellow and former President of The Century Foundation (formerly,The Twentieth 
Century Fund, Inc.), a tax exempt research foundation engaged in the study of economic, 
foreign policy and domestic issues 
No. of Portfolios for which Board Member Serves: 24 
——————— 
Hans C. Mautner (76) 
Board Member (1984) 
Principal Occupation During Past 5Years: 
• 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 
——————— 
Robin A. Melvin (50) 
Board Member (1995) 
Principal Occupation During Past 5Years: 
• Board Member, Illinois Mentoring Partnership, non-profit organization dedicated to increasing 
the quantity and quality of mentoring services in Illinois (2013-present) 
• Director, Boisi Family Foundation, a private family foundation that supports youth-serving orga- 
nizations that promote the self sufficiency of youth from disadvantaged circumstances (1995-2012) 
No. of Portfolios for which Board Member Serves: 90 

 

The Fund  53 

 



BOARD MEMBERS INFORMATION (Unaudited) (continued)

Burton N. Wallack (63) 
Board Member (2006) 
Principal Occupation During Past 5Years: 
• President and Co-owner of Wallack Management Company, a real estate management company 
No. of Portfolios for which Board Member Serves: 24 
——————— 
John E. Zuccotti (76) 
Board Member (1984) 
Principal Occupation During Past 5Years: 
• Chairman of Brookfield Properties, Inc. 
• Senior Counsel of Weil, Gotshal & Manges, LLP 
• Emeritus Chairman of the Real Estate Board of NewYork 
Other Public Company Board Memberships During Past 5Years: 
• Wellpoint, Inc., a health benefits company, Director (2005-2010) 
No. of Portfolios for which Board Member Serves: 24 
——————— 

 

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, NewYork, NewYork 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.

David W. Burke, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member

54



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 68 investment companies (comprised of 141 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since February 1988.

JOHN PAK, Chief Legal Officer since March 2013.

Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since August 2012; from March 2005 to July 2012, Managing Director of Deutsche Bank, Deputy Global Head of Deutsche Asset Management Legal and Regional Head of Deutsche Asset Management Americas Legal. He is an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since August 2012.

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

Assistant General Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 50 years old and has been an employee of the Manager since February 1984.

KIESHA ASTWOOD, Vice President and Assistant Secretary since January 2010.

Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 40 years old and has been an employee of the Manager since July 1995.

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

Senior Counsel of BNY Mellon and Secretary of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since December 1996.

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

Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 58 years old and has been an employee of the Manager since October 1988.

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

Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 52 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since February 1991.

ROBERT R. MULLERY, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 61 years old and has been an employee of the Manager since May 1986.

The Fund  55 

 



OFFICERS OF THE FUND (Unaudited) (continued)

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

Senior Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 48 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since April 1985.

RICHARD CASSARO, Assistant Treasurer since January 2008.

Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 54 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 45 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 49 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 46 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 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 46 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 (69 investment companies, comprised of 166 portfolios). He is 56 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.

MATTHEW D. CONNOLLY, Anti-Money Laundering Compliance Officer since April 2012.

Anti-Money Laundering Compliance Officer of the Distributor since October 2011; from March 2010 to September 2011, Global Head, KYC Reviews and Director, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, Citi Global Wealth Management. He is an officer of 64 investment companies (comprised of 161 portfolios) managed by the Manager. He is 41 years old and has been an employee of the Distributor since October 2011.

56





For More Information


Telephone Call your financial representative or 1-800-DREYFUS

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

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 http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.


 

 

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 $144,962 in 2012 and $148,340 in 2013.

 

(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 $48,000 in 2012 and $28,800 in 2013. 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 2012 and $0 in 2013.

 

(c)  Tax Fees.  The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice, and tax planning ("Tax Services") were $19,386 in 2012 and $19,119 in 2013. 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 2012 and $0 in 2013. 

 

 


 

 

(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 $444 in 2012 and $532 in 2013. [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  $200,000  in 2012 and $0 in 2013. 

 

(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 $50,505,978 in 2012 and $51,023,448 in 2013. 

 

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.  [CLOSED-END FUNDS ONLY]

Item 6.             Investments.

(a)                    Not applicable.

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

                        Not applicable.  [CLOSED-END FUNDS ONLY]

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

Not applicable.  [CLOSED-END FUNDS ONLY, beginning with reports for periods ended on and after December 31, 2005]

 


 

 

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

                        Not applicable.  [CLOSED-END FUNDS ONLY]

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 23, 2014

 

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 23, 2014

 

By: /s/James Windels

James Windels

Treasurer

 

Date:

January 23, 2014

 

 

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)