lp10856155.htm - Generated by SEC Publisher for SEC Filing

N-CSR 1 lp10856155.htm FORM NCSR lp10856155.htm - Generated by SEC Publisher for SEC Filing

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number			811-03940

	Strategic Funds, Inc.
	(Exact name of Registrant as specified in charter)

	c/o The Dreyfus Corporation 200 Park Avenue New York, New York 10166
	(Address of principal executive offices) (Zip code)

	Bennett A. MacDougall, Esq. 200 Park Avenue New York, New York 10166
	(Name and address of agent for service)

Registrant's telephone number, including area code:				(212) 922-6400

Date of fiscal year end:		11/30
Date of reporting period:		11/30/16

The following N-CSR relates only to the Registrant's series listed below and does not relate to any series of the Registrant with a different fiscal year end and, therefore, different N-CSR reporting requirements. A separate N-CSR will be filed for any series with a different fiscal year end, as appropriate.

Dreyfus MLP Fund

Dreyfus Select Managers Small Cap Value Fund

Dreyfus U.S. Equity Fund

Global Stock Fund

International Stock Fund

FORM N-CSR

Item 1. Reports to Stockholders.

Dreyfus MLP Fund

ANNUAL REPORT

November 30, 2016

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(s) 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

T H E F U N D


A Letter from the
Chief Executive Officer	2
Discussion of Fund Performance	3
Fund Performance	6
Understanding Your Fund’s Expenses	8
Comparing Your Fund’s Expenses
With Those of Other Funds	8
Statement of Investments	9
Statement of Securities Sold Short	11
Statement of Assets and Liabilities	12
Statement of Operations	13
Statement of Changes in Net Assets	14
Financial Highlights	16
Notes to Financial Statements	20
Report of Independent Registered
Public Accounting Firm	33
Information About the Approval of
the Fund’s Management and
Sub-Investment Advisory Agreements	34
Board Members Information	38
Officers of the Fund	41

FOR MORE INFORMATION

Back Cover


	Dreyfus MLP Fund		The Fund

A LETTER FROM THE CHIEF EXECUTIVE OFFICER

Dear Shareholder:

We are pleased to present this annual report for Dreyfus MLP Fund, covering the 12-month period from December 1, 2015 through November 30, 2016. 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.

Stocks and bonds advanced over the reporting period despite bouts of market volatility stemming from various global economic developments. In December 2015, investor sentiment deteriorated amid sluggish global economic growth, falling commodity prices, and the first increase in short-term U.S. interest rates in nearly a decade. These worries sparked particularly sharp stock market declines in January 2016, but equities began to rally in February when U.S. monetary policymakers refrained from additional rate hikes, other central banks eased their monetary policies further, and commodity prices began to rebound. Stocks generally continued to climb through the summer, driving several broad measures of U.S. stock market performance to record highs. Stock prices moderated in advance of U.S. elections, but markets subsequently rallied to new highs in anticipation of changes in U.S. fiscal and tax policies. In the bond market, yields of high-quality sovereign bonds moved lower over much of the reporting period due to robust investor demand for current income, but yields surged higher after the election amid expectations of rising interest rates.

The transition to a new U.S. president and ongoing global economic headwinds suggest that volatility may persist in the financial markets over the foreseeable future. Some asset classes and industry groups seem likely to benefit from a changing economic and political landscape, while others probably will face challenges. Consequently, selectivity could become a more important determinant of investment success. As always, we encourage you to discuss the implications of our observations with your financial advisor.

Thank you for your continued confidence and support.

Sincerely,

Mark D. Santero

Chief Executive Officer

The Dreyfus Corporation

December 15, 2016

DISCUSSION OF FUND PERFORMANCE

For the period of December 1, 2015 through November 30, 2016, as provided by Robert A. Nicholson and Zev D. Nijensohn, Portfolio Managers of The Boston Company, Sub-Investment Adviser

Fund and Market Performance Overview

For the 12-month period ended November 30, 2016, Dreyfus MLP Fund’s Class A shares produced a total return of 15.53%, Class C shares returned 14.74%, Class I shares returned 15.88%, and Class Y shares returned 15.88%.¹ In comparison, the fund’s benchmark, the Alerian MLP Index (the “Index”) produced a total return of 9.28% for the same period.²

Stocks of midstream energy companies rebounded from earlier weakness during the reporting period as commodity prices recovered and capital markets access for companies across the energy sector materially improved. The fund outperformed its benchmark, mainly due to its focus on companies with exposure to production volume recovery in high quality basins and its ability to identify idiosyncratic opportunities created by the sector dislocation.

The Fund’s Investment Approach

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

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

Recovering Commodity Prices Lifted Energy MLPs

Widespread concerns about an economic slowdown in China and plummeting commodity prices sparked market declines in broad equity market indices early in the reporting period. However, downward pressure on some market sectors was partly mitigated by moves among European and Japanese central banks to ease their monetary policies and expectations that higher U.S. interest rates might boost exports. Global stocks rebounded strongly during the spring of 2016 in response to firming commodity prices and increasing confidence that the United States and China would continue to perform better than many economists had previously forecast.

Markets encountered renewed volatility in late June when the United Kingdom voted to leave the European Union. However, stocks quickly recovered most of their lost ground as investors looked past the potential downsides, focusing instead on the potential benefits of central bank easing, rising commodity prices, and modest economic growth. Equities gave back some of their previous gains in October due to uncertainty regarding the outcome of U.S. elections, but markets rallied strongly in November in anticipation of more business-

DISCUSSION OF FUND PERFORMANCE (continued)

friendly fiscal policies, including proposed infrastructure spending, from the incoming presidential administration.

Energy-related MLP responded particularly positively to these developments. Midstream energy companies recovered from previously depressed levels in the spring as commodity prices and production outlooks rebounded, and the industry group benefited in November from expectations of pro-growth economic policies and reduced regulatory burdens under the new administration.

Stock Selections Supported Relative Performance

During the market downturn early in the reporting period, we adjusted the fund’s holdings to reflect a more defensive investment posture, including raising cash for future opportunities. At the same time, we positioned the fund to emphasize MLPs with assets in what we considered higher quality areas such as the Permian and Delaware Basins in Texas and the Marcellus and Utica basins in the northeast. These regions generally involve lower production costs, and they were among the first to recover from the downturn as producers focused their capital spending on high return areas.

Our security selection strategy also focused on individual MLPs that appeared poised to rally from price levels we considered substantially oversold. For example, the fund benefited from sharp recoveries in two natural gas gathering providers in the Appalachian Basin as well as well-timed exposure to a natural gas pipeline operator and its parent company which were impacted by a failed merger.

While laggards during the reporting period proved relatively mild, some of the fund’s holdings fell short of industry group averages. Most notably, the General Partner of an oil and natural gas pipeline operator in the Midwest and Rocky Mountains struggled with the lack of capital markets access and a natural gas gathering and processing operator in the southern United States encountered financial difficulties.

At times during the reporting period, the fund employed equity derivatives to establish certain positions and manage risk.

A More Constructive Investment Posture

Energy-friendly policies of the incoming presidential administration could support higher production volumes for U.S. oil-and-gas producers, and the recent decision by the Organization of Petroleum Exporting Countries (OPEC) to reduce production is expected

to lead to higher energy prices in the months ahead. Therefore, we have adopted a more constructive investment posture, putting cash reserves to work in MLPs that, in our analysis, can produce attractive total rates of return as the global energy markets continue their recovery.

December 15, 2016

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

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

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

Securities of companies within specific energy sectors can perform differently from the overall market. This may be due to changes in such things as the regulatory or competitive environment or to changes in investor perceptions regarding a sector. Because the fund may allocate relatively more assets to certain energy sectors than others, the fund’s performance may be more sensitive to developments that affect those sectors emphasized by the fund.

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

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

¹ Total return includes reinvestment of dividends and any capital gains paid, and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. Return figures provided reflect the absorption of certain fund expenses by The Dreyfus Corporation pursuant to an undertaking in effect through May 1, 2017, at which time it may be extended, terminated, or modified. Had these expenses not been absorbed, the fund’s returns would have been lower.

² Source: Lipper Inc. — Reflects reinvestment of dividends and, where applicable, capital gain distributions. The Alerian MLP Index is the leading gauge of energy Master Limited Partnerships (MLPs). The float adjusted, capitalization-weighted index, whose constituents represent approximately 85% of total float-adjusted market capitalization, is disseminated real-time on a total-return basis. Investors cannot invest directly in any index.

FUND PERFORMANCE

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

^† Source: Lipper Inc.

Past performance is not predictive of future performance.

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

The fund’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 the leading gauge of energy Master Limited Partnerships (MLPs). The float adjusted, capitalization-weighted index, whose constituents represent approximately 85% of total float-adjusted market capitalization, is disseminated real-time on a total-return basis. 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.


Aggregate Total Returns *as of 11/30/16*
	Inception Date	1 Year	From Inception
Class A shares
with maximum sales charge (5.75%)	4/30/15	8.86%	-17.72%
without sales charge	4/30/15	15.53%	-14.61%
Class C shares
with applicable redemption charge^†	4/30/15	13.74%	-15.23%
without redemption	4/30/15	14.74%	-15.23%
Class I shares	4/30/15	15.88%	-14.38%
Class Y shares	4/30/15	15.88%	-14.38%
Alerian MLP Index	4/30/15	9.28%	-15.97%

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

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

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus MLP Fund from June 1, 2016 to November 30, 2016. 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, 2016

	Class A		Class C		Class I		Class Y
Expenses paid per $1,000^†		$12.28		$16.14		$10.92		$10.92
Ending value (after expenses)		$1,107.30		$1,103.40		$1,109.40		$1,109.40

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, 2016

	Class A		Class C		Class I		Class Y
Expenses paid per $1,000^†		$11.73		$15.42		$10.43		$10.43
Ending value (after expenses)		$1,013.35		$1,009.65		$1,014.65		$1,014.65

^†Expenses are equal to the fund’s annualized expense ratio of 2.33% for Class A, 3.07% for Class C, 2.07% for Class I and 2.07% for Class Y, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

STATEMENT OF INVESTMENTS

November 30, 2016



Common Stocks - 13.9%	Shares		Value ($)
Energy - 13.9%
Cheniere Energy	18,389	^a	751,375
Kinder Morgan	64,130	^b	1,423,686
Williams Cos.	38,217		1,173,262
(cost $2,886,647)			3,348,323
Master Limited Partnerships - 83.8%
Energy - 82.4%
Cheniere Energy Partners LP	29,187	^b	857,222
Cone Midstream Partners LP	118,336	^b	2,638,893
Energy Transfer Partners LP	37,650	^b	1,322,268
EnLink Midstream Partners LP	56,126		983,327
Enterprise Products Partners LP	80,358	^b	2,083,683
MPLX LP	33,993		1,116,670
NuStar Energy LP	9,126	^b	435,675
NuStar GP Holdings LLC	35,996	^b	914,298
Plains All American Pipeline LP	67,464		2,222,939
Rice Midstream Partners LP	94,135		2,028,609
Sprague Resources LP	10,843		244,510
TransMontaigne Partners LP	23,822		1,012,197
Western Gas Equity Partners LP	19,598		841,538
Western Gas Partners LP	19,082		1,089,010
Western Refining Logistics LP	50,753		1,045,512
Williams Partners LP	26,097		952,540
			19,788,891
Materials - 1.4%
Westlake Chemical Partners LP	16,094		337,974
Total Master Limited Partnerships (cost $16,508,295)			20,126,865
Warrants - .0%	Number of Warrants		Value ($)
Energy - .0%
Kinder Morgan (5/25/17) (cost $1,545,343)	472,743	^a	3,073
Options Purchased - .1%	Number of Contracts		Value ($)
Call Options - .1%
Enterprise Products Partners (cost $173,818)	1,385		13,850

STATEMENT OF INVESTMENTS (continued)



Other Investment - 1.5%	Shares		Value ($)
Registered Investment Company;
Dreyfus Institutional Preferred Government Plus Money Market Fund (cost $369,901)	369,901	^c	369,901
Total Investments (cost $21,484,004)	99.3%		23,862,012
Cash and Receivables (Net)	.7%		165,985
Net Assets	100.0%		24,027,997

LLC—Limited Liability Company

LP—Limited Partnership

^aNon-income producing security.
^b Held by a broker as collateral for open short positions.
^c Investment in affiliated money market mutual fund.


Portfolio Summary (Unaudited) ^†	Value (%)
Energy	96.3
Money Market Investment	1.5
Materials	1.4
Options Purchased	.1
	99.3

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

STATEMENT OF SECURITIES SOLD SHORT

November 30, 2016


Common Stocks - 5.5%	Shares	Value ($)
Exchange-Traded Funds - 5.5%
JPMorgan Alerian MLP Index ETN (proceeds $1,344,078)	43,374	1,310,763

Master Limited Partnerships - 2.9%
Energy - 2.9%
Genesis Energy LP	6,602	230,674
VTTI Energy Partners LP	26,285	469,187
Total Master Limited Partnerships (proceeds $713,331)		699,861
Total Securities Sold Short (proceeds $2,057,409)		2,010,624

ETN—Exchange-Traded Note

LP—Limited Partnership


Portfolio Summary (Unaudited) ^†	Value (%)
Exchange-Traded Fund	5.5
Energy	2.9
	8.4

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

STATEMENT OF ASSETS AND LIABILITIES

November 30, 2016



	Cost	Value
Assets ($):
Investments in securities—See Statement of Investments:
Unaffiliated issuers	21,114,103	23,492,111
Affiliated issuers	369,901	369,901
Cash		117
Receivable from brokers for proceeds on securities sold short—Note 4		2,057,409
Receivable for shares of Common Stock subscribed		1,140,796
Due from broker		217,600
Dividends receivable		61
Due from The Dreyfus Corporation and affiliates—Note 3(c)		13,805
Prepaid expenses		21,756
		27,313,556
Liabilities ($):
Securities sold short, at value (proceeds $2,057,409)—See Statement of Securities Sold Short—Note 4		2,010,624
Payable for investment securities purchased		1,131,751
Payable for dividends on securities sold short		20,058
Payable for shares of Common Stock redeemed		5,035
Payable for interest on securities sold short		3,230
Accrued expenses		114,861
		3,285,559
Net Assets ($)		24,027,997
Composition of Net Assets ($):
Paid-in capital		29,146,656
Accumulated investment (loss)—net		(448,355)
Accumulated net realized gain (loss) on investments		(7,095,097)
Accumulated net unrealized appreciation (depreciation) on investments, options transactions and securities sold short		2,424,793
Net Assets ($)		24,027,997


Net Asset Value Per Share	Class A	Class C	Class I	Class Y
Net Assets ($)	4,419,977	726,525	9,904,810	8,976,685
Shares Outstanding	486,793	81,008	1,086,246	984,390
Net Asset Value Per Share ($)	9.08	8.97	9.12	9.12

See notes to financial statements.

STATEMENT OF OPERATIONS

Year Ended November 30, 2016




Investment Income ($):
Income:
Distributions from Master Limited Partnerships					1,204,762
Less return of capital on distributions from Master Limited Partnerships					(1,204,762)
Cash dividends:
Unaffiliated issuers					107,710
Affiliated issuers					2,075
Total Income					109,785
Expenses:
Management fee—Note 3(a)					202,867
Professional fees					110,523
Dividends on securities sold short					103,989
Registration fees					71,259
Prospectus and shareholders’ reports					59,440
Interest on securities sold short					21,240
Shareholder servicing costs—Note 3(c)					15,926
Custodian fees—Note 3(c)					9,810
Distribution fees—Note 3(b)					4,881
Directors’ fees and expenses—Note 3(d)					1,625
Loan commitment fees—Note 2					388
Interest expense—Note 2					296
Miscellaneous					17,250
Total Expenses, before income taxes					619,494
Less—reduction in expenses due to undertaking—Note 3(a)					(223,884)
Less—reduction in fees due to earnings credits—Note 3(c)					(15)
Net Expenses, before income taxes					395,595
Income Taxes					-
Investment (Loss)—Net					(285,810)
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):
Net realized gain (loss) on investments:
Long transactions					(4,852,465)
Short sale transactions					(68,550)
Net realized gain (loss) on options transactions					(225,643)
Net Realized Gain (Loss)					(5,146,658)
Net unrealized appreciation (depreciation) on investments					9,197,931
Net unrealized appreciation (depreciation) on options transactions					(159,968)
Net unrealized appreciation (depreciation) on securities sold short					(55,223)
Net Unrealized Appreciation (Depreciation)					8,982,740
Net Realized and Unrealized Gain (Loss) on Investments					3,836,082
Net Increase in Net Assets Resulting from Operations					3,550,272

See notes to financial statements.

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended November 30,
	2016	2015^a
Operations ($):
Investment (loss)—net	(285,810)	(162,545)
Net realized gain (loss) on investments	(5,146,658)	(1,948,439)
Net unrealized appreciation (depreciation) on investments	8,982,740	(6,557,947)
Net Increase (Decrease) in Net Assets Resulting from Operations	3,550,272	(8,668,931)
Distributions to Shareholders from ($):
Tax return of capital:
Class A	(225,659)	(35,733)
Class C	(38,663)	(7,890)
Class I	(441,075)	(93,424)
Class Y	(486,339)	(89,989)
Total Distributions	(1,191,736)	(227,036)
Capital Stock Transactions ($):
Net proceeds from shares sold:
Class A	307,449	5,499,418
Class C	3,341	1,005,119
Class I	3,245,963	11,506,962
Class Y	1,180,582	11,375,000
Distributions reinvested:
Class A	15,491	4,173
Class C	343	-
Class I	57,751	14,323
Class Y	32,856	-
Cost of shares redeemed:
Class A	(113,672)	(250,606)
Class I	(2,242,742)	(78,417)
Class Y	(997,906)	-
Increase (Decrease) in Net Assets from Capital Stock Transactions	1,489,456	29,075,972
Total Increase (Decrease) in Net Assets	3,847,992	20,180,005
Net Assets ($):
Beginning of Period	20,180,005	-
End of Period	24,027,997	20,180,005
Accumulated investment (loss)—net	(448,355)	(162,545)


	Year Ended November 30,
	2016	2015^a
Capital Share Transactions (Shares):
Class A
Shares sold	38,096	488,525
Shares issued for distributions reinvested	1,826	496
Shares redeemed	(14,381)	(27,769)
Net Increase (Decrease) in Shares Outstanding	25,541	461,252
Class C
Shares sold	380	80,587
Shares issued for distributions reinvested	41	-
Net Increase (Decrease) in Shares Outstanding	421	80,587
Class I
Shares sold	401,634	956,452
Shares issued for distributions reinvested	6,700	1,703
Shares redeemed	(271,437)	(8,806)
Net Increase (Decrease) in Shares Outstanding	136,897	949,349
Class Y
Shares sold	160,249	932,731
Shares issued for distributions reinvested	3,848	-
Shares redeemed	(112,438)	-
Net Increase (Decrease) in Shares Outstanding	51,659	932,731

^aFrom April 30, 2015 (commencement of operations) to November 30, 2015.
See notes to financial statements.

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 the period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements.



Class A Shares	Year Ended November 30,
Class A Shares	2016	2015^a
Per Share Data ($):
Net asset value, beginning of period	8.32	12.50
Investment Operations:
Investment (loss)—net^b	(.13)	(.08)
Net realized and unrealized gain (loss) on investments	1.37	(4.00)
Total from Investment Operations	1.24	(4.08)
Distributions:
Tax return of capital	(.48)	(.10)
Net asset value, end of period	9.08	8.32
Total Return (%)^c	15.53	(32.66)^d
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	3.24	3.47^e
Ratio of net expenses to average net assets	2.12	2.03^e
Ratio of net investment (loss) to average net assets	(1.58)	(1.38)^e
Portfolio Turnover Rate	111.44	57.76^d
Net Assets, end of period ($ x 1,000)	4,420	3,836

^a From April 30, 2015 (commencement of operations) to November 30, 2015.
^bBased on average shares outstanding.
^c Exclusive of sales charge.
^d Not annualized.
^e Annualized.
See notes to financial statements.



Class C Shares	Year Ended November 30,
Class C Shares	2016	2015^a
Per Share Data ($):
Net asset value, beginning of period	8.28	12.50
Investment Operations:
Investment (loss)—net^b	(.19)	(.13)
Net realized and unrealized gain (loss) on investments	1.36	(3.99)
Total from Investment Operations	1.17	(4.12)
Distributions:
Tax return of capital	(.48)	(.10)
Net asset value, end of period	8.97	8.28
Total Return (%)^c	14.74	(32.98)^d
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	4.00	4.22^e
Ratio of net expenses to average net assets	2.87	2.76^e
Ratio of net investment (loss) to average net assets	(2.32)	(2.16)^e
Portfolio Turnover Rate	111.44	57.76^d
Net Assets, end of period ($ x 1,000)	727	667

FINANCIAL HIGHLIGHTS (continued)



Class I Shares	Year Ended November 30,
Class I Shares	2016	2015^a
Per Share Data ($):
Net asset value, beginning of period	8.33	12.50
Investment Operations:
Investment (loss)—net^b	(.11)	(.07)
Net realized and unrealized gain (loss) on investments	1.38	(4.00)
Total from Investment Operations	1.27	(4.07)
Distributions:
Tax return of capital	(.48)	(.10)
Net asset value, end of period	9.12	8.33
Total Return (%)	15.88	(32.58)^c
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	3.00	3.21^d
Ratio of net expenses to average net assets	1.88	1.77^d
Ratio of net investment (loss) to average net assets	(1.34)	(1.16)^d
Portfolio Turnover Rate	111.44	57.76^c
Net Assets, end of period ($ x 1,000)	9,905	7,907

^a From April 30, 2015 (commencement of operations) to November 30, 2015.
^bBased on average shares outstanding.
^c Not annualized.
^d Annualized.
See notes to financial statements.



Class Y Shares	Year Ended November 30,
Class Y Shares	2016	2015^a
Per Share Data ($):
Net asset value, beginning of period	8.33	12.50
Investment Operations:
Investment (loss)—net^b	(.11)	(.07)
Net realized and unrealized gain (loss) on investments	1.38	(4.00)
Total from Investment Operations	1.27	(4.07)
Distributions:
Tax return of capital	(.48)	(.10)
Net asset value, end of period	9.12	8.33
Total Return (%)	15.88	(32.58)^c
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	2.94	3.20^d
Ratio of net expenses to average net assets	1.86	1.76^d
Ratio of net investment (loss) to average net assets	(1.32)	(1.15)^d
Portfolio Turnover Rate	111.44	57.76^c
Net Assets, end of period ($ x 1,000)	8,977	7,769

^a From April 30, 2015 (commencement of operations) to November 30, 2015.
^bBased on average shares outstanding.
^c Not annualized.
^d Annualized.
See notes to financial statements.

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus MLP Fund (the “fund”) is a separate non-diversified series of Strategic Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering ten series, including the fund. The fund’s investment objective is to seek total return, consisting of capital appreciation and income. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. The Boston Company Asset Management, LLC (“TBCAM”), a wholly-owned subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s sub-investment adviser.

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

As of November 30, 2016, MBC Investments Corp., an indirect subsidiary of BNY Mellon, held 320,000 Class A, 80,000 Class C, 800,000 Class I and 800,000 Class Y shares of the fund.

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

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

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

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

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

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

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

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

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

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

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

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

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

The following is a summary of the inputs used as of November 30, 2016 in valuing the fund’s investments:


	Level 1 - Unadjusted Quoted Prices		Level 2 - Other Significant Observable Inputs	Level 3 -Significant Unobservable Inputs	Total
Assets ($)
Investments in Securities:
Equity Securities - Domestic Common Stocks^†		3,348,323	—	—	3,348,323
Master Limited Partnerships^†		20,126,865	—	—	20,126,865
Registered Investment Company		369,901	—	—	369,901
Options Purchased		13,850	—	—	13,850
Warrants^†		3,073	—	—	3,073
Liabilities ($)
Securities Sold Short:
Exchange-Traded Funds^††		(1,310,763)	—	—	(1,310,763)
Master Limited Partnerships^††		(699,861)	—	—	(699,861)

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

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

(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” under the Act. Investments in affiliated investment companies during the period ended November 30, 2016 were as follows:

NOTES TO FINANCIAL STATEMENTS (continued)


Affiliated Investment Company	Value 11/30/2015 ($)	Purchases ($)	Sales ($)	Value 11/30/2016 ($)	Net Assets (%)
Dreyfus Institutional Preferred Government Plus Money Market Fund^†	2,387,402	10,558,582	12,576,083	369,901	1.5

^† Formerly Dreyfus Institutional Preferred Plus Money Market Fund.

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

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

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

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

dividends may exceed the amount the fund actually receives from its portfolio investments.

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

(f) Return of capital estimates: Distributions received from the fund’s investments in MLPs generally are comprised of income and return of capital. The fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after the tax reporting periods are concluded. During the period ended November 30, 2016, fund distributions are expected to be comprised of 100% return of capital and are recorded as such.

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

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

NOTES TO FINANCIAL STATEMENTS (continued)

The fund’s income tax expense or benefit is included in the Statement of Operations based on the components of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains (losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and (iii) the net deferred tax benefit of accumulated net operating losses and capital loss carryforwards. During the period ended November 30, 2016, the fund had no income tax expense or benefit.

The fund recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained upon examination by the tax authorities based on the technical merits of the tax position. The fund’s policy is to record interest and penalties on uncertain tax positions as part of tax expense. As of November 30, 2016, the fund had no uncertain tax positions.

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

At November 30, 2016, the components of the fund’s deferred tax assets and liabilities were as follows:


Deferred tax assets:
Net operating loss carryforwards				$(515,265)
Capital loss carryforwards				(2,558,568)
Deferred tax liabilities:
Unrealized gains on investment securities				1,183,044
Total deferred tax assets, before valuation allowance				(1,890,789)
Valuation allowance				1,890,789
Net deferred tax assets, after valuation allowance				$0

Unexpected significant decreases in cash distributions from the fund’s MLP investments or significant declines in the fair value of its investments may change the fund’s assessment regarding the recoverability of its deferred tax assets and may result in a valuation allowance. If a valuation allowance is required to reduce any deferred tax asset in the future, it could have a material impact on the fund’s net asset value and results of operations. At November 30, 2016, the valuation allowance for deferred tax assets was deemed necessary because Dreyfus believes it is more-likely-than-not that the fund will not be able to recognize deferred tax assets through future taxable income.

Net operating loss carryforwards and capital loss carryforwards are available to offset future taxable income. The fund has a net operating loss carryforward of $1,431,291 of which $241,634 will expire in 2035 and $1,189,657 will expire in 2036. The fund also has a capital loss carryforward of $7,107,133 of which $1,677,996 will expire in 2020 and $5,429,137 will expire in 2021.

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

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

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $810 million unsecured credit facility led by Citibank, N.A. and a $300 million

NOTES TO FINANCIAL STATEMENTS (continued)

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 5, 2016, the unsecured credit facility with Citibank, N.A. was $555 million and prior to January 11, 2016, the unsecured credit facility with Citibank, N.A. was $480 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.

The average amount of borrowings outstanding under the Facilities during the period ended November 30, 2016 was approximately $21,300 with a related weighted average annualized interest rate of 1.39%.

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

(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of 1.00% of the value of the fund’s average daily net assets and is payable monthly. Dreyfus has contractually agreed, from April 30, 2016 through May 1, 2017, 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, dividend and interest expense on securities sold short, taxes, such as deferred tax expenses, interest expense, commitment fees on borrowings, brokerage commissions and extraordinary expenses) exceed 1.25% of the value of the fund’s average daily net assets. The reduction in expenses, pursuant to the undertaking, amounted to $223,884 during the period ended November 30, 2016.

Pursuant to a sub-investment advisory agreement between Dreyfus and TBCAM, TBCAM serves as the fund’s sub-investment adviser responsible for the day-to-day management of the fund’s portfolio. Dreyfus pays TBCAM a monthly fee at an annual percentage of the value of the fund’s average daily net assets. Dreyfus has obtained an exemptive order from the SEC (the “Order”), upon which the fund may rely, to use a manager of managers approach that permits Dreyfus, subject to certain conditions and approval by the Board, to enter into and materially amend sub-investment advisory agreements with one or more sub-investment advisers who are either unaffiliated with Dreyfus or are wholly-owned subsidiaries (as defined under the Act) of Dreyfus’ ultimate parent company, BNY Mellon, without obtaining shareholder approval. The Order also allows the fund to disclose the sub-investment advisory fee paid by Dreyfus to any unaffiliated sub-investment adviser in the aggregate with other unaffiliated

sub-investment advisers in documents filed with the SEC and provided to shareholders. In addition, pursuant to the Order, it is not necessary to disclose the sub-investment advisory fee payable by Dreyfus separately to a sub-investment adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to Dreyfus. Dreyfus has ultimate responsibility (subject to oversight by the Board) to supervise any sub-investment adviser and recommend the hiring, termination, and replacement of any sub-investment adviser to the Board.

During the period ended November 30, 2016, the Distributor retained $14 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, 2016, Class C shares were charged $4,881 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, 2016, Class A and Class C shares were charged $9,591 and $1,627, respectively, pursuant to the Shareholder Services Plan.

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

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2016, the fund was charged $1,214 for transfer agency services and $34 for cash management

NOTES TO FINANCIAL STATEMENTS (continued)

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 New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2016, the fund was charged $9,810 pursuant to the custody agreement.

During the period ended November 30, 2016, the fund was charged $9,629 for services performed by the Chief Compliance Officer and his staff.

The components of “Due from The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $18,236, Distribution Plan fees $435, Shareholder Services Plan fees $1,027, custodian fees $4,835, Chief Compliance Officer fees $6,501 and transfer agency fees $202, which are offset against an expense reimbursement currently in effect in the amount of $45,041.

(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 and securities sold short, excluding short-term securities and options transactions, during the period ended November 30, 2016 were as follows:


	Purchases ($)	Sales ($)
Long transactions	24,880,867	22,253,296
Short sale transactions	5,355,080	4,495,828
Total	30,235,947	26,749,124

Short Sales: The fund is engaged in short-selling which obligates the fund to replace the security borrowed by purchasing the security at current market value. The fund incurs a loss if the price of the security increases between the date of the short sale and the date on which the fund replaces the borrowed security. The fund realizes a gain if the price of the security declines between those dates. Until the fund replaces the borrowed security, the fund will maintain daily a segregated account with a broker or custodian of permissible liquid assets sufficient to cover its short positions. Securities Sold Short at November 30, 2016 and their related market values and proceeds, are set forth in the Statement of Securities Sold Short.

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

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. Each type of derivative instrument that was held by the fund during the period ended November 30, 2016 is discussed below.

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

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

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

As a writer of an option, the fund has no control over whether the underlying financial instrument may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the financial instrument underlying the written option. There is a risk of loss from a change in value of such options which may exceed the related

NOTES TO FINANCIAL STATEMENTS (continued)

premiums received. The Statement of Operations reflects any unrealized gains or losses which occurred during the period as well as any realized gains or losses which occurred upon the expiration or closing of the option transaction. At November 30, 2016, there were no written options outstanding.

The following summarizes the average market value of derivatives outstanding during the period ended November 30, 2016:


		Average Market Value ($)
Equity options contracts		40,597

At November 30, 2016, the cost of investments for federal income tax purposes was $22,493,329; accordingly, accumulated net unrealized appreciation on investments was $1,368,683, consisting of $4,196,672 gross unrealized appreciation and $2,827,989 gross unrealized depreciation.

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors
Dreyfus MLP Fund

We have audited the accompanying statement of assets and liabilities, including the statements of investments and securities sold short, of Dreyfus MLP Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2016, and the related statement of operations for the year then ended, and the statement of changes in net assets and the financial highlights for the year then ended and for the period from April 30, 2015 (commencement of operations) to November 30, 2015. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our 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, 2016 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 MLP Fund at November 30, 2016, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period from April 30, 2015 to November 30, 2015, in conformity with U.S. generally accepted accounting principles.

New York, New York
January 26, 2017

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

At a meeting of the fund’s Board of Directors held on November 7-8, 2016, 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 The Boston Company Asset Management, LLC (the “Subadviser”) provides day-to-day management of the fund’s investments. The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Subadviser. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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

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

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), 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”), for the one-year period ended September 30, 2016, 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 Broadridge as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board noted that the fund’s contractual management fee was at the Expense Group median, the fund’s actual management fee was zero and the fund’s total expenses were above 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 May 1, 2017, so that annual direct fund operating expenses (excluding Rule 12b-1 fees, shareholder services fees, dividend and interest expenses on securities sold short, taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.25% 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 Broadridge category as the fund and (2) paid to Dreyfus or the Subadviser or its affiliates for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee.

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

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

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

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

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

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

· The Board concluded that the fees paid to Dreyfus and the Subadviser supported the renewal of the Agreements in light of the considerations described above.

determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

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

BOARD MEMBERS INFORMATION (Unaudited)

INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (73)

Chairman of the Board (1995)

Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (1995-present)

Other Public Company Board Memberships During Past 5 Years:

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

No. of Portfolios for which Board Member Serves: 135

———————

Joni Evans (74)

Board Member (2006)

Principal Occupation During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 24

———————

Ehud Houminer (76)

Board Member (1994)

Principal Occupation During Past 5 Years:

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

University (1992-present)

Other Public Company Board Memberships During Past 5 Years:

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

No. of Portfolios for which Board Member Serves: 59

———————

Hans C. Mautner (79)

Board Member (1984)

Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (1978-present)

No. of Portfolios for which Board Member Serves: 24

———————

Robin A. Melvin (53)

Board Member (1995)

Principal Occupation During Past 5 Years:

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

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

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

disadvantaged circumstances (1995-2012)

No. of Portfolios for which Board Member Serves: 107

———————

Burton N. Wallack (66)

Board Member (2006)

Principal Occupation During Past 5 Years:

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

company (1987-present)

No. of Portfolios for which Board Member Serves: 24

———————

Benaree Pratt Wiley (70)

Board Member (2016)

Principal Occupation During Past 5 Years:

· Principal, The Wiley Group, a firm specializing in strategy and business development (2005-present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (2008-present)

No. of Portfolios for which Board Member Serves: 86

———————

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

Gordon J. Davis (75)

Board Member (2006)

Principal Occupation During Past 5 Years:

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

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

Other Public Company Board Memberships During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 58

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

———————

Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Member is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.

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

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. He is an officer of 64 investment companies (comprised of 135 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since February 1988.

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

Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since June 2015; from June 2005 to June 2015, he served in various capacities with Deutsche Bank – Asset & Wealth Management Division, including as Director and Associate General Counsel, and Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since June 2015.

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

Associate General Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 53 years old and has been an employee of the Manager since February 1984.

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

Managing Counsel of BNY Mellon and Secretary of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since December 1996.

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

Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 61 years old and has been an employee of the Manager since October 1988.

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

Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since June 2000.

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

Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel, and from May 2009 until July 2014, Chief Compliance Officer of Century Capital Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 54 years old and has been an employee of the Manager since July 2014.

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

Senior Counsel of BNY Mellon, since March 2013, from August 2005 to March 2013, Associate General Counsel of Third Avenue Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 41 years old and has been an employee of the Manager since March 2013.

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

Senior Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 51 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 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since April 1985.

RICHARD CASSARO, Assistant Treasurer since December 2005.

Senior Accounting Manager – Money Market, Municipal Bond and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since September 1982.

OFFICERS OF THE FUND (Unaudited) (continued)

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2003.

Senior Accounting Manager of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 52 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 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since June 1989.

ROBERT SVAGNA, Assistant Treasurer since August 2005.

Senior Accounting Manager – Fixed Income and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 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 (65 investment companies, comprised of 160 portfolios). He is 59 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.

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

Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor and from 2007 to December 2011, Financial Processing Manager of the Distributor. She is an officer of 60 investment companies (comprised of 155 portfolios) managed by the Manager. She is 48 years old and has been an employee of the Distributor since 1997.

NOTES

For More Information

Dreyfus MLP Fund

200 Park Avenue
New York, NY 10166

Manager

The Dreyfus Corporation
200 Park Avenue
New York, NY 10166

Sub-Investment Adviser

The Boston Company
Asset Management LLC
BNY Mellon Center
One Boston Place
Boston, MA 02108

Custodian

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

Transfer Agent &
Dividend Disbursing Agent

Dreyfus Transfer, Inc.
200 Park Avenue
New York, NY 10166

Distributor

MBSC Securities Corporation
200 Park Avenue
New York, NY 10166


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

Telephone Call your financial representative or 1-800-DREYFUS

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

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

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

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

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


© 2017 MBSC Securities Corporation 4009AR1116

Dreyfus Select Managers Small Cap Value Fund

ANNUAL REPORT

November 30, 2016

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

Contents

T H E F U N D


A Letter from the
Chief Executive Officer	2
Discussion of Fund Performance	3
Fund Performance	5
Understanding Your Fund’s Expenses	7
Comparing Your Fund’s Expenses
With Those of Other Funds	7
Statement of Investments	8
Statement of Assets and Liabilities	23
Statement of Operations	24
Statement of Changes in Net Assets	25
Financial Highlights	27
Notes to Financial Statements	31
Report of Independent Registered
Public Accounting Firm	40
Important Tax Information	41
Information About the Renewal of
the Fund’s Management, Portfolio
Allocation Management and Sub-
Investment Advisory Agreements	42
Board Members Information	46
Officers of the Fund	49

FOR MORE INFORMATION

Back Cover


	Dreyfus Select Managers Small Cap Value Fund		The Fund

A LETTER FROM THE CHIEF EXECUTIVE OFFICER

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, 2015 through November 30, 2016. 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.

Stocks and bonds advanced over the reporting period despite bouts of market volatility stemming from various global economic developments. In December 2015, investor sentiment deteriorated amid sluggish global economic growth, falling commodity prices and the first increase in short-term U.S. interest rates in nearly a decade. These worries sparked particularly sharp stock market declines in January 2016, but equities began to rally in February when U.S. monetary policymakers refrained from additional rate hikes, other central banks eased their monetary policies further and commodity prices began to rebound. Stocks generally continued to climb through the summer, driving several broad measures of U.S. stock market performance to record highs. Stock prices moderated in advance of U.S. elections, but markets subsequently rallied to new highs in anticipation of changes in U.S. fiscal and tax policies. In the bond market, yields of high-quality sovereign bonds moved lower over much of the reporting period due to robust investor demand for current income, but yields surged higher after the election amid expectations of rising interest rates.

Thank you for your continued confidence and support.

Sincerely,

Mark D. Santero

Chief Executive Officer

The Dreyfus Corporation

December 15, 2016

DISCUSSION OF FUND PERFORMANCE

For the period from December 1, 2015 through November 30, 2016, as provided by Keith L. Stransky and Robert B. Mayerick of EACM Advisors LLC, the fund’s portfolio allocation manager

Fund and Market Performance Overview

For the 12-month period ended November 30, 2016, Dreyfus Select Managers Small Cap Value Fund’s Class A, Class C, Class I and Class Y shares produced total returns of 10.72%, 9.94%, 11.09% and 11.13%, respectively.1 In comparison, the Russell 2000^® Value Index (the “Index”), the fund’s benchmark, returned 19.85% for the same period.2

U.S. stocks gained value during the reporting period amid moderate economic growth and political change. The fund lagged the Index, primarily due to shortfalls in the information technology and industrials 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 various subadvisers to manage its assets. As the fund’s portfolio allocation manager, we seek subadvisers that complement one another’s style of investing, consistent with the fund’s investment goal. We monitor and evaluate the performance of the subadvisers and will advise and recommend to Dreyfus and the fund’s board any changes to the subadvisers.

The fund’s assets are currently allocated to seven subadvisers, each acting independently of one another and using their own methodology to select portfolio investments. As of the end of the reporting period: 11% of the fund’s assets were under the management of Thompson, Siegel, and Walmsley LLC, which employs a combination of quantitative and qualitative security selection methods based on a proprietary four-factor valuation model; approximately 23% of the fund’s assets were 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 were under the management of Neuberger Berman Investment Advisers LLC, which uses fundamental analysis and a bottom-up stock selection process to identify publicly traded small-cap companies selling at a material discount to their intrinsic value; approximately 8% of the fund’s assets were under the management of Lombardia Capital Partners, LLC, which uses fundamental analysis and a bottom-up value-oriented approach in seeking companies whose stocks are trading below what Lombardia estimates to be their intrinsic value over a complete market cycle, typically a period of three years; approximately 10% of the fund’s assets were under the management of Kayne Anderson Rudnick Investment Management, LLC, which employs a fundamental, bottom-up, research-driven investment process in seeking to identify high-quality companies whose securities are trading at attractive valuations; approximately 25% of the fund’s assets were under the management of Channing Capital Management, LLC, which employs intensive, fundamental, bottom-up research to identify high-quality companies that represent value opportunities; and approximately 9% of the fund’s assets were allocated to Eastern Shore Capital Management, which focuses on identifying companies with quality fundamentals that are trading at attractive valuations. The percentages of the fund’s assets allocated to the various subadvisers can change over time, within ranges described in the prospectus.

DISCUSSION OF FUND PERFORMANCE (continued)

Economic and Political Developments Drove Equity Markets

U.S. stocks moved sharply lower early in the reporting period due to weakening commodity prices, disappointing global economic data and rising short-term U.S. interest rates. Equities began a dramatic recovery in February and rallied through the spring in response to rebounding commodity prices, global monetary easing and indications that additional U.S. rate increases would be delayed. The market’s advance faltered in June when the United Kingdom voted to leave the European Union, but the market regained most of its lost ground by early July and continued to advance over the summer.

The stock market gave back some of its previous gains ahead of the presidential election, but stocks rallied to record highs after the election as investors revised their expectations of future fiscal and tax policies. Indeed, more than half of the Index’s gains for the reporting period were produced in the weeks after the election.

Fund Strategies Produced Mixed Results

The fund’s performance was constrained relative to the Index due to poor stock selection in information technology. Most notably, video software developer SeaChange International reported a quarterly loss related to a recent acquisition and optical networking provider Infinera issued an unenthusiastic outlook amid slower customer spending. In the industrials sector, document management specialist Pitney Bowes encountered soft demand in its core businesses and railcar manufacturer FreightCar America was hurt by deferred orders.

The energy sector produced more positive relative results when RSP Permian and Laredo Petroleum reported higher oil production volumes in Texas’s Permian Basin. In other areas, motorhomes producer Thor Industries saw rising demand from younger consumers and personal care services provider Addus HomeCare executed a turnaround through reduced costs and strategic investments.

Maintaining a Focus on Quality

Although the fund made no changes in its roster of subadvisers, we have continued to emphasize managers who favor companies with low debt levels and growth drivers that do not rely on economic developments. In our judgment, this investment posture positions the fund for a market rotation toward higher-quality stocks with sound business fundamentals.

December 15, 2016

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.
As of 11/30/16, the companies mentioned represented 2.68% of the fund’s portfolio in the aggregate; portfolio composition is subject to change at any time. The holdings listed should not be considered recommendations to buy or sell a particular security. Other holdings may not have performed as well as some of those listed herein. Portfolio composition is subject to change at any time.

¹Total return includes reinvestment of dividends and any capital gains paid, and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. Return figures provided reflect the absorption of certain fund expenses by The Dreyfus Corporation pursuant to an undertaking in effect through April 1, 2017, at which time it may be extended, terminated, or modified. Had these expenses not been absorbed, the fund’s returns would have been lower.

²Source: 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.

FUND PERFORMANCE

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

^† Source: Lipper Inc.

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

Past performance is not predictive of future performance.

The above graph compares a $10,000 investment made in each of the Class A, Class C, Class I and Class Y shares of Dreyfus Select Managers Small Cap Value Fund on 12/17/08 (inception date) to a $10,000 investment made in the Russell 2000^® Value Index (the “Index”) on that date. All dividends and capital gain distributions are reinvested.

The fund’s performance shown in the line graph above takes into account the maximum initial sales charge on Class A shares and all other applicable fees and expenses on all classes. The Index is an unmanaged index, which measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. 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.

FUND PERFORMANCE (continued)


Average Annual Total Returns as of 11/30/16
	Inception			From
	Date	1 Year	5 Years	Inception
Class A shares
with maximum sales charge (5.75%)	12/17/08	4.37%	11.79%	13.63%
without sales charge	12/17/08	10.72%	13.12%	14.47%
Class C shares
with applicable redemption charge^†	12/17/08	8.94%	12.30%	13.64%
without redemption	12/17/08	9.94%	12.30%	13.64%
Class I shares	12/17/08	11.09%	13.51%	14.85%
Class Y shares	7/1/13	11.13%	13.60%^††	14.78%^††
Russell 2000^® Value Index	12/31/08	19.85%	14.50%	13.62%^†††

Past performance is not predictive of future performance. The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.
^† The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.
^†† The total return performance figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
^††† For comparative purposes, the value of the Index as of 12/31/08 is used as the beginning value on 12/17/08.

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Select Managers Small Cap Value Fund from June 1, 2016 to November 30, 2016. 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, 2016

	Class A	Class C	Class I	Class Y
Expenses paid per $1,000^†	$6.93	$10.91	$5.34	$5.07
Ending value (after expenses)	$1,132.60	$1,128.60	$1,134.60	$1,134.70

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

Using the SEC’s method to compare expenses


Expenses and Value of a $1,000 Investment
assuming a hypothetical 5% annualized return for the six months ended November 30, 2016

	Class A	Class C	Class I	Class Y
Expenses paid per $1,000^†	$6.56	$10.33	$5.05	$4.80
Ending value (after expenses)	$1,018.50	$1,014.75	$1,020.00	$1,020.25

^† Expenses are equal to the fund’s annualized expense ratio of 1.30% for Class A, 2.05% for Class C, 1.00% for Class I and .95% for Class Y, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

STATEMENT OF INVESTMENTS

November 30, 2016



Common Stocks - 95.2%	Shares		Value ($)
Automobiles & Components - 1.6%
Dana	109,420		1,848,104
Dorman Products	14,950	^a	1,079,988
Gentherm	23,100	^a	735,735
Miller Industries	23,340		595,170
Motorcar Parts of America	31,700	^a	775,382
Superior Industries International	56,550		1,422,233
Thor Industries	36,400	^b	3,660,748
Winnebago Industries	86,670		2,812,441
			12,929,801
Banks - 14.9%
Banc of California	32,142		485,344
Bancorp	82,000	^a	567,440
Bank of Hawaii	55,450	^b	4,622,866
Bank of the Ozarks	41,830		2,029,592
BankUnited	105,032		3,721,284
Banner	107,887		5,624,149
BNC Bancorp	75,735	^b	2,287,197
BofI Holding	51,475	^a,b	1,216,354
Boston Private Financial Holdings	89,100		1,336,500
Brookline Bancorp	130,045		1,937,670
Bryn Mawr Bank	50,990		1,876,432
City Holding	35,350		2,173,318
Columbia Banking System	150,814		6,005,413
Commerce Bancshares	29,382		1,610,436
Community Bank System	44,345	^b	2,514,361
Customers Bancorp	48,990	^a	1,494,195
Eagle Bancorp	58,706	^a	3,448,977
East West Bancorp	20,545		983,695
Essent Group	94,735	^a	2,891,312
F.N.B.	38,241		584,322
First Busey	36,450		999,095
First Financial Bancorp	82,360		2,207,248
First Financial Bankshares	35,100	^b	1,511,055
Great Southern Bancorp	35,810		1,777,967
Heartland Financial USA	44,060		1,887,971
HomeStreet	26,300	^a	764,015
Hope Bancorp	117,234		2,332,957



Common Stocks - 95.2% (continued)	Shares		Value ($)
Banks - 14.9% (continued)
Huntington Bancshares	203,580		2,536,607
IBERIABANK	84,413		6,993,617
Independent Bank	53,775		3,500,752
Investors Bancorp	137,240		1,858,230
Lakeland Financial	57,540	^b	2,428,188
MB Financial	160,019		6,924,022
MGIC Investment	97,808	^a	887,119
Nationstar Mortgage Holdings	65,400	^a,b	1,110,492
NMI Holdings, Cl. A	246,900	^a	2,123,340
Opus Bank	19,232		486,570
PacWest Bancorp	50,845		2,605,806
Popular	21,900		890,235
Provident Financial Services	31,045		836,352
Radian Group	89,000		1,295,840
South State	78,248		6,647,168
Southside Bancshares	54,237		2,086,499
Stock Yards Bancorp	48,325		1,990,990
TCF Financial	88,850		1,541,548
Texas Capital Bancshares	129,134	^a	9,394,498
TriCo Bancshares	61,440		1,920,614
Western Alliance Bancorp	26,125	^a	1,220,560
Wintrust Financial	11,460		754,526
WSFS Financial	53,970		2,301,820
			121,226,558
Capital Goods - 9.9%
AAON	15,710		516,859
AAR	50,820		1,874,750
Aerovironment	40,850	^a,b	1,156,055
Albany International, Cl. A	21,580		1,007,786
Allied Motion Technologies	39,458		843,612
American Woodmark	18,360	^a	1,407,294
Armstrong World Industries	19,875	^a	828,788
AZZ	12,305		801,056
Briggs & Stratton	74,360		1,540,739
CLARCOR	19,600		1,380,820
Columbus McKinnon	76,460		2,012,427
DigitalGlobe	31,200	^a	1,003,080
Dycom Industries	8,135	^a	595,726
EMCOR Group	26,090		1,809,863

STATEMENT OF INVESTMENTS (continued)



Common Stocks - 95.2% (continued)	Shares		Value ($)
Capital Goods - 9.9% (continued)
FreightCar America	79,150		1,161,922
GATX	30,020	^b	1,640,293
Graco	34,800		2,826,804
Great Lakes Dredge and Dock	375,460	^a	1,595,705
H&E Equipment Services	20,560		378,510
Harsco	84,500		1,183,000
Hexcel	135,680		7,017,370
Hillenbrand	154,356		5,402,460
Houston Wire & Cable	82,830		505,263
ITT	70,300		2,838,011
John Bean Technologies	63,158		5,696,852
KBR	101,340		1,693,391
Kennametal	28,015		966,237
KEYW Holding	166,930	^a,b	2,091,633
Manitowoc	111,450	^a	664,242
Meritor	71,210	^a	898,670
Moog, Cl. A	19,340	^a	1,350,512
Mueller Water Products, Cl. A	133,670		1,768,454
Owens Corning	19,300		991,634
Ply Gem Holdings	126,460	^a	1,928,515
RBC Bearings	32,200	^a	2,729,272
Regal Beloit	28,500		2,077,650
Snap-on	8,380		1,401,136
Spirit AeroSystems Holdings, Cl. A	48,510		2,825,707
Standex International	13,625		1,200,363
Stoneridge	91,660	^a	1,454,644
Sun Hydraulics	35,950		1,428,653
Teledyne Technologies	10,940	^a	1,366,078
The Greenbrier Companies	25,470	^b	988,236
Triumph Group	14,537		404,129
Tutor Perini	90,550	^a	2,363,355
Twin Disc	30,580	^a,b	443,716
Valmont Industries	6,800		1,012,520
Woodward	26,635		1,803,989
			80,877,781
Commercial & Professional Services - 7.0%
ABM Industries	132,096		5,812,224
AMN Healthcare Services	33,100	^a	1,102,230
ARC Document Solutions	132,300	^a	590,058



Common Stocks - 95.2% (continued)	Shares		Value ($)
Commercial & Professional Services - 7.0% (continued)
Casella Waste Systems, Cl. A	131,540	^a	1,665,296
CBIZ	20,870	^a	258,788
CEB	42,150		2,484,742
Clean Harbors	29,800	^a	1,574,930
Covanta Holding	172,440	^b	2,517,624
Deluxe	30,472		2,062,954
Heritage-Crystal Clean	74,980	^a	1,222,174
Huron Consulting Group	40,234	^a	2,122,343
Interface	146,730		2,553,102
Kimball International, Cl. B	12,250		183,750
Knoll	27,645		732,869
Korn/Ferry International	34,032		863,732
Matthews International, Cl. A	102,296		7,442,034
McGrath RentCorp	76,710		2,832,133
MSA Safety	89,116		5,539,451
Navigant Consulting	55,900	^a	1,380,730
Pitney Bowes	139,387		2,000,203
R.R. Donnelley & Sons Co.	10,955		190,507
Steelcase, Cl. A	594,154		9,239,095
Tetra Tech	9,695		415,431
Textainer Group Holdings	135,240	^b	1,311,828
UniFirst	5,680		802,868
Viad	12,200		535,580
			57,436,676
Consumer Durables & Apparel - 2.2%
Bassett Furniture Industries	56,060		1,628,543
Brunswick	15,095		756,561
Columbia Sportswear	24,225		1,377,676
Crocs	71,370	^a	499,590
CSS Industries	33,540		911,953
Deckers Outdoor	14,800	^a,b	880,304
Libbey	24,783		474,099
M.D.C. Holdings	50,270		1,351,258
M/I Homes	95,760	^a	2,236,954
Nautilus	31,045	^a	533,974
Oxford Industries	7,575		550,400
Polaris Industries	14,100	^b	1,224,726
Steven Madden	19,115	^a	708,211
TRI Pointe Group	127,780	^a	1,484,804

STATEMENT OF INVESTMENTS (continued)



Common Stocks - 95.2% (continued)	Shares		Value ($)
Consumer Durables & Apparel - 2.2% (continued)
Tupperware Brands	1,496		82,938
Unifi	76,020	^a	2,365,742
Vera Bradley	44,500	^a	641,690
			17,709,423
Consumer Services - 2.4%
AdvancePierre Foods Holdings	39,565		1,071,025
Bloomin' Brands	58,200		1,082,520
Cheesecake Factory	76,760		4,541,889
Extended Stay America	62,132		966,774
Houghton Mifflin Harcourt	51,200	^a	565,760
ILG	121,270		2,191,349
Jamba	58,600	^a,b	581,312
LifeLock	54,900	^a,b	1,307,169
Marriott Vacations Worldwide	14,385		1,116,851
Ruth's Hospitality Group	23,112		392,904
SeaWorld Entertainment	217,870	^b	3,682,003
Vista Outdoor	60,780	^a	2,440,317
			19,939,873
Diversified Financials - 4.2%
Ares Capital	42,023		674,049
Artisan Partners Asset Management, Cl. A	176,035		5,245,843
Cowen Group, Cl. A	349,400	^a,b	1,275,310
Encore Capital Group	64,852	^a,b	1,780,187
Evercore Partners, Cl. A	104,700		7,056,780
FNFV Group	121,460	^a	1,554,688
Gain Capital Holdings	62,482		401,759
Green Dot, Cl. A	64,132	^a	1,546,223
HFF, Cl. A	119,150		3,455,350
Janus Capital Group	48,772		658,422
New Mountain Finance	47,308		671,774
Stifel Financial	178,228	^a	8,884,666
TCP Capital	14,670		247,776
Waddell & Reed Financial, Cl. A	24,642		481,258
			33,934,085
Energy - 3.8%
Advanced Energy Industries	17,035	^a	940,502
Aegean Marine Petroleum Network	101,300		1,139,625
Core Laboratories	31,330	^b	3,501,441
Delek US Holdings	53,300		1,071,863



Common Stocks - 95.2% (continued)	Shares		Value ($)
Energy - 3.8% (continued)
Era Group	105,680	^a	1,237,513
Forum Energy Technologies	17,410	^a	378,668
Helix Energy Solutions Group	64,600	^a	675,070
ION Geophysical	12,524	^a,b	92,678
Laredo Petroleum	214,486	^a	3,429,631
Matador Resources	22,859	^a	608,964
McDermott International	78,220	^a,b	538,154
Newpark Resources	84,100	^a	618,135
Oasis Petroleum	34,265	^a	512,947
Oceaneering International	47,020		1,253,083
Oil States International	124,641	^a	4,468,380
PDC Energy	8,330	^a	620,169
Ring Energy	68,000	^a,b	870,400
RSP Permian	154,687	^a	6,906,775
Synergy Resources	131,340	^a	1,246,417
TETRA Technologies	151,690	^a	823,677
			30,934,092
Exchange-Traded Funds - .9%
iShares Russell 2000 ETF	58,665	^b	7,720,901
Food & Staples Retailing - .4%
Andersons	35,050		1,379,218
Casey's General Stores	9,200		1,108,140
SpartanNash	2,962		107,254
United Natural Foods	20,800	^a	976,560
			3,571,172
Food, Beverage & Tobacco - 1.3%
Cal-Maine Foods	15,916		647,781
Dean Foods	46,734		928,137
Hain Celestial Group	9,090	^a	356,237
Lancaster Colony	7,182		973,233
MGP Ingredients	69,520	^b	3,288,296
National Beverage	38,893	^b	1,963,708
Sanderson Farms	4,282		345,343
Seaboard	436	^a	1,784,548
			10,287,283
Health Care Equipment & Services - 3.3%
Accuray	191,690	^a,b	968,035
Addus HomeCare	54,340	^a	1,885,598
Air Methods	25,500	^a,b	833,850

STATEMENT OF INVESTMENTS (continued)



Common Stocks - 95.2% (continued)	Shares		Value ($)
Health Care Equipment & Services - 3.3% (continued)
Allscripts Healthcare Solutions	160,560	^a	1,762,949
Analogic	9,500		875,425
Anika Therapeutics	34,474	^a	1,608,557
BioTelemetry	57,500	^a	1,118,375
Cynosure, Cl. A	19,100	^a	866,185
Haemonetics	13,000	^a	515,190
HealthSouth	57,947	^b	2,414,651
ICU Medical	3,025	^a	454,506
Kindred Healthcare	418,603		2,783,710
LHC Group	43,110	^a	1,813,207
Luminex	40,800	^a	829,464
Molina Healthcare	44,200	^a	2,336,412
Natus Medical	23,090	^a	920,137
NuVasive	10,980	^a	712,602
Patterson	56,850		2,202,369
PharMerica	27,687	^a	665,872
VWR	47,050	^a	1,279,760
			26,846,854
Household & Personal Products - .2%
WD-40	18,280		1,972,412
Insurance - 4.0%
American Equity Investment Life Holding	36,058		747,482
American Financial Group	17,700		1,455,471
Assurant	14,410		1,244,159
Federated National Holding	43,900		763,421
First American Financial	133,425		5,035,459
Greenlight Capital Re, Cl. A	52,300	^a,b	1,189,825
Horace Mann Educators	187,681		7,535,392
Infinity Property & Casualty	12,000		1,035,000
Maiden Holdings	82,200		1,265,880
MBIA	6,000	^a	62,340
Navigators Group	30,375		3,201,525
Primerica	79,996	^b	5,655,717
RLI	34,900		2,095,396
Stewart Information Services	23,800		1,129,072
Validus Holdings	10,551		573,341
			32,989,480
Materials - 6.7%
A. Schulman	157,684		5,250,877



Common Stocks - 95.2% (continued)	Shares		Value ($)
Materials - 6.7% (continued)
American Vanguard	74,760		1,360,632
Ampco-Pittsburgh	25,950		403,523
AptarGroup	17,210		1,259,428
Avery Dennison	45,250		3,260,715
Clearwater Paper	4,522	^a	281,268
Cliffs Natural Resources	170,930	^a,b	1,505,893
Commercial Metals	63,630		1,400,496
Compass Minerals International	11,800	^b	915,090
Crown Holdings	51,210	^a	2,785,312
Domtar	25,801		1,013,205
Eagle Materials	7,950		772,740
Ferro	280,031	^a	4,144,459
Ferroglobe	117,200		1,337,252
GCP Applied Technologies	132,350	^a	3,705,800
Graphic Packaging Holding	94,490		1,187,739
Ingevity	14,575	^a	763,293
Intrepid Potash	470,460	^a	644,530
Kaiser Aluminum	42,082		3,467,136
KapStone Paper and Packaging	26,310		537,513
Materion	47,360		1,816,256
Mercer International	162,637		1,545,052
Nevsun Resources	309,060		995,173
Orchids Paper Products	4,830		120,315
PolyOne	225,092		7,421,283
Resolute Forest Products	87,600	^a,b	407,340
RPC	43,350		870,468
Scotts Miracle-Gro, Cl. A	18,000		1,642,860
Stepan	15,370		1,247,583
TriMas	39,320	^a	843,414
Westlake Chemical	27,580		1,631,909
			54,538,554
Media - 1.9%
AMC Entertainment Holdings, Cl. A	21,900	^b	743,505
Cinemark Holdings	91,250		3,635,400
E.W. Scripps, Cl. A	51,800	^a,b	886,816
Meredith	101,111		5,616,716
New Media Investment Group	50,541		776,310
TiVo	157,629	^a	3,191,987

STATEMENT OF INVESTMENTS (continued)



Common Stocks - 95.2% (continued)	Shares		Value ($)
Media - 1.9% (continued)
World Wrestling Entertainment, Cl. A	42,300	^b	794,394
			15,645,128
Pharmaceuticals, Biotechnology & Life Sciences - 1.9%
Albany Molecular Research	147,290	^a,b	2,481,836
Cambrex	19,875	^a	995,738
Charles River Laboratories International	115,432	^a	8,207,215
Emergent BioSolutions	14,889	^a	398,430
Exelixis	22,520	^a	381,038
Fluidigm	61,200	^a,b	393,516
Insmed	23,475	^a	320,434
Kite Pharma	7,380	^a	375,863
Lannett	22,000	^a,b	503,800
Lexicon Pharmaceuticals	33,885	^a	516,069
Neurocrine Biosciences	11,735	^a	545,091
Ultragenyx Pharmaceutical	4,540	^a	355,437
			15,474,467
Real Estate - 4.5%
Alexander & Baldwin	16,090		709,086
Chatham Lodging Trust	37,800	^c	724,248
Columbia Property Trust	46,600	^c	981,396
Communications Sales & Leasing	42,900	^c	1,069,497
Corporate Office Properties Trust	188,823	^c	5,404,114
Cousins Properties	54,891	^c	434,188
Equity Commonwealth	50,700	^a,c	1,474,356
FelCor Lodging Trust	137,300	^c	996,798
First Industrial Realty Trust	140,864	^b,c	3,725,853
First Potomac Realty Trust	40,219	^c	395,353
GEO Group	23,138	^c	769,570
Gramercy Property Trust	174,145		1,522,027
Healthcare Realty Trust	129,766	^c	3,812,525
Hersha Hospitality Trust	29,721		599,473
Highwoods Properties	13,255	^c	637,035
InfraREIT	31,000	^c	531,340
iStar	94,474	^a,c	1,154,472
LaSalle Hotel Properties	29,258	^c	821,272
Medical Properties Trust	84,417	^c	1,006,251
New Senior Investment Group	137,423	^c	1,393,469
Newcastle Investment	76,400	^c	346,092
Outfront Media	62,125	^c	1,566,171



Common Stocks - 95.2% (continued)	Shares		Value ($)
Real Estate - 4.5% (continued)
Parkway	21,746	^a	426,222
Ramco-Gershenson Properties Trust	72,419	^c	1,228,950
RE/MAX Holdings, Cl. A	65,100		3,189,900
Retail Opportunity Investments	42,500	^c	877,200
Terreno Realty	20,440		556,377
			36,353,235
Retailing - 3.4%
Asbury Automotive Group	16,044	^a	942,585
Barnes & Noble	56,700		714,420
Big Lots	7,688		389,090
Buckle	12,647		319,969
Comfort Systems USA	37,100		1,194,620
DSW, Cl. A	25,674		610,014
Essendant	23,594		457,016
Express	157,960	^a	2,110,346
Finish Line, Cl. A	29,900	^b	670,956
FirstCash	16,700		766,530
Hibbett Sports	25,892	^a	1,042,153
JAKKS Pacific	76,660	^a,b	540,453
Lithia Motors, Cl. A	58,709		5,395,357
New York & Co.	61,280	^a	124,398
Nexeo Solutions	203,900	^a	1,529,250
Office Depot	165,988		808,362
Red Robin Gourmet Burgers	11,143	^a	573,307
Rent-A-Center	50,279		580,722
Restoration Hardware Holdings	53,010	^a,b	1,911,010
Sally Beauty Holdings	93,800	^a,b	2,456,622
Select Comfort	65,092	^a	1,472,381
Sonic Automotive, Cl. A	51,051		1,079,729
Triton International	78,410		1,512,529
West Marine	58,710	^a	564,790
			27,766,609
Semiconductors & Semiconductor Equipment - 4.4%
Cabot Microelectronics	63,735		3,797,331
CEVA	22,730	^a	722,814
ChipMOS TECHNOLOGIES	32,368		511,738
Cypress Semiconductor	156,060		1,755,675
Entegris	65,950	^a	1,183,803
FormFactor	113,150	^a	1,267,280

STATEMENT OF INVESTMENTS (continued)



Common Stocks - 95.2% (continued)	Shares		Value ($)
Semiconductors & Semiconductor Equipment - 4.4% (continued)
Inphi	12,300	^a	555,591
Integrated Device Technology	44,480	^a	1,040,832
MACOM Technology Solutions Holdings	33,200	^a,b	1,654,024
MaxLinear, Cl. A	30,665	^a	626,486
Mellanox Technologies	43,390	^a	1,798,515
Microsemi	174,329	^a	9,544,513
MKS Instruments	14,385		827,857
Monolithic Power Systems	10,035		823,271
Photronics	51,987	^a	519,870
Rambus	172,880	^a	2,273,372
Semtech	32,900	^a	924,490
Silicon Laboratories	26,545	^a	1,761,261
Synaptics	7,954	^a	434,129
Teradyne	13,022		317,476
Ultratech	98,890	^a	2,266,559
Veeco Instruments	57,200	^a	1,524,380
			36,131,267
Software & Services - 5.8%
ACI Worldwide	20,825	^a	387,553
Acxiom	61,000	^a	1,618,330
American Software, Cl. A	137,300		1,513,046
Blackbaud	8,325		522,644
Booz Allen Hamilton Holdings	198,394		7,501,277
Cass Information Systems	46,068		3,224,760
Convergys	61,360	^b	1,587,383
CoreLogic	65,030	^a	2,453,582
Cornerstone OnDemand	8,325	^a	298,951
Covisint	184,100	^a	414,225
DST Systems	24,010		2,478,072
Fair Isaac	7,575		861,202
FireEye	82,000	^a,b	1,052,880
Gigamon	9,280	^a	495,088
InterXion Holding	36,725	^a	1,254,526
Jack Henry & Associates	28,230		2,440,201
Lionbridge Technologies	171,200	^a	859,424
MAXIMUS	14,385		795,347
MoneyGram International	87,060	^a	950,695
Monotype Imaging Holdings	142,090		2,784,964
NeuStar, Cl. A	81,600	^a,b	1,978,800



Common Stocks - 95.2% (continued)	Shares		Value ($)
Software & Services - 5.8% (continued)
Nuance Communications	153,850	^a	2,493,908
SeaChange International	125,420	^a	327,346
Silver Spring Networks	87,800	^a	1,224,810
SPS Commerce	5,675	^a	393,107
Synchronoss Technologies	25,800	^a	1,250,784
Teradata	26,333	^a	707,041
VASCO Data Security International	102,940	^a	1,492,630
VeriFone Systems	77,284	^a	1,305,327
Verint Systems	78,268	^a	2,938,969
			47,606,872
Technology Hardware & Equipment - 5.9%
Anixter International	84,043	^a	6,567,960
Badger Meter	68,950	^b	2,499,437
Belden	92,486		6,834,715
Brocade Communications Systems	36,980		456,333
Ciena	77,330	^a	1,658,729
Cognex	31,080		1,855,787
CTS	15,329		338,771
II-VI	22,730	^a	686,446
Infinera	187,220	^a	1,591,370
Itron	24,830	^a	1,594,086
Kimball Electronics	50,970	^a	889,427
Knowles	41,080	^a	658,512
Littelfuse	43,552		6,349,446
Lumentum Holdings	11,170	^a	447,917
Maxwell Technologies	100,000	^a,b	500,000
Mercury Systems	95,290	^a	2,831,066
Methode Electronics	46,200		1,707,090
OSI Systems	15,310	^a	1,158,967
Park Electrochemical	18,809		341,007
Quantum	300,830	^a	274,658
Rogers	14,630	^a	1,087,302
ScanSource	21,519	^a	814,494
ShoreTel	139,400	^a	975,800
Sonus Networks	97,300	^a	586,719
Super Micro Computer	20,353	^a	556,655
Viavi Solutions	96,400	^a	756,740
Virtusa	2,160	^a	47,995
Vishay Intertechnology	205,890	^b	3,119,233

STATEMENT OF INVESTMENTS (continued)



Common Stocks - 95.2% (continued)	Shares		Value ($)
Technology Hardware & Equipment - 5.9% (continued)
Zebra Technologies, Cl. A	14,242	^a	1,125,830
			48,312,492
Telecommunication Services - .7%
ARRIS International	95,180	^a	2,730,714
CalAmp	47,300	^a	687,742
FairPoint Communications	52,700	^a,b	877,455
Vonage Holdings	175,100	^a	1,153,909
			5,449,820
Transportation - 1.6%
Air Transport Services Group	60,000	^a	972,000
Allegiant Travel	8,300		1,356,220
Avis Budget Group	49,800	^a	1,906,842
Celadon Group	94,800		763,140
Danaos	105,701	^a	327,673
Kirby	24,180	^a,b	1,534,221
Landstar System	33,585		2,735,498
Ryder System	22,270		1,743,741
Spirit Airlines	19,690	^a	1,094,764
YRC Worldwide	19,800	^a	251,064
			12,685,163
Utilities - 2.3%
ALLETE	97,914		6,053,043
Atlantic Power	239,800		635,470
Dynegy	48,520	^a,b	419,698
NorthWestern	27,500		1,542,750
Ormat Technologies	28,850		1,379,896
PNM Resources	42,100		1,330,360
Portland General Electric	53,242		2,214,867
SJW	16,010		859,257
South Jersey Industries	22,900		755,700
Spire	60,961		3,934,423
			19,125,464
Total Common Stocks (cost $638,100,666)			777,465,462
Preferred Stocks - .1%
Utilities - .1%
Dynergy (cost $828,168)	8,100		528,849



Master Limited Partnerships - .5%	Shares		Value ($)
Materials - .1%
Ciner Resources LP	39,280		1,217,680
Utilities - .4%
Suburban Propane Partners LP	104,530	^b	2,961,335
Total Master Limited Partnerships (cost $4,091,288)			4,179,015
Investment of Cash Collateral for Securities Loaned - 5.4%
Registered Investment Company;
Dreyfus Institutional Preferred Money Market Fund, Hamilton Shares (cost $44,491,930)	44,491,930	^d	44,491,930
Total Investments (cost $687,512,052)	101.2%		826,665,256
Liabilities, Less Cash and Receivables	(1.2%)		(10,092,128)
Net Assets	100.0%		816,573,128

ADR—American Depository Receipt

ETF—Exchange-Traded Fund

LP—Limited Partnership

^aNon-income producing security.
^b Security, or portion thereof, on loan. At November 30, 2016, the value of the fund’s securities on loan was $65,539,429 and the value of the collateral held by the fund was $67,169,953, consisting of cash collateral of $44,491,930 and U.S. Government & Agency securities valued at $22,678,023.
^c Investment in real estate investment trust.
^d Investment in affiliated money market mutual fund.

STATEMENT OF INVESTMENTS (continued)


Portfolio Summary (Unaudited) ^†	Value (%)
Banks	14.9
Capital Goods	9.9
Commercial & Professional Services	7.0
Materials	6.8
Technology Hardware & Equipment	5.9
Software & Services	5.8
Money Market Investment	5.4
Real Estate	4.5
Semiconductors & Semiconductor Equipment	4.4
Diversified Financials	4.2
Insurance	4.0
Energy	3.8
Retailing	3.4
Health Care Equipment & Services	3.3
Utilities	2.8
Consumer Services	2.4
Consumer Durables & Apparel	2.2
Media	1.9
Pharmaceuticals, Biotechnology & Life Sciences	1.9
Automobiles & Components	1.6
Transportation	1.6
Food, Beverage & Tobacco	1.3
Exchange-Traded Fund	.9
Telecommunication Services	.7
Food & Staples Retailing	.4
Household & Personal Products	.2
	101.2

^†Based on net assets.

See notes to financial statements.

STATEMENT OF ASSETS AND LIABILITIES

November 30, 2016



	Cost	Value
Assets ($):
Investments in securities—See Statement of Investments (including securities on loan, valued at $65,539,429)—Note 1(b):
Unaffiliated issuers	643,020,122	782,173,326
Affiliated issuers	44,491,930	44,491,930
Cash		33,843,142
Receivable for investment securities sold		7,278,326
Dividends and securities lending income receivable		899,333
Receivable for shares of Common Stock subscribed		703,226
Prepaid expenses		40,701
		869,429,984
Liabilities ($):
Due to The Dreyfus Corporation and affiliates—Note 3(c)		659,844
Liability for securities on loan—Note 1(b)		44,491,930
Payable for investment securities purchased		7,368,059
Payable for shares of Common Stock redeemed		250,671
Accrued expenses		86,352
		52,856,856
Net Assets ($)		816,573,128
Composition of Net Assets ($):
Paid-in capital		683,843,748
Accumulated undistributed investment income—net		4,544,686
Accumulated net realized gain (loss) on investments		(10,968,510)
Accumulated net unrealized appreciation (depreciation) on investments		139,153,204
Net Assets ($)		816,573,128


Net Asset Value Per Share	Class A	Class C	Class I	Class Y
Net Assets ($)	2,862,440	145,835	16,478,096	797,086,757
Shares Outstanding	125,963	6,894	713,522	34,530,110
Net Asset Value Per Share ($)	22.72	21.15	23.09	23.08

See notes to financial statements.

STATEMENT OF OPERATIONS

Year Ended November 30, 2016




Investment Income ($):
Income:
Cash dividends (net of $24,130 foreign taxes withheld at source):					12,004,535
Income from securities lending—Note 1(b)					382,600
Total Income					12,387,135
Expenses:
Management fee—Note 3(a)					6,392,922
Custodian fees—Note 3(c)					104,307
Professional fees					66,639
Registration fees					64,486
Directors’ fees and expenses—Note 3(d)					56,731
Prospectus and shareholders’ reports					23,371
Shareholder servicing costs—Note 3(c)					14,963
Loan commitment fees—Note 2					11,980
Distribution fees—Note 3(b)					1,078
Miscellaneous					40,582
Total Expenses					6,777,059
Less—reduction in expenses due to undertaking—Note 3(a)					(549)
Less—reduction in fees due to earnings credits—Note 3(c)					(82)
Net Expenses					6,776,428
Investment Income—Net					5,610,707
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):
Net realized gain (loss) on investments					2,615,355
Net unrealized appreciation (depreciation) on investments					73,045,996
Net Realized and Unrealized Gain (Loss) on Investments					75,661,351
Net Increase in Net Assets Resulting from Operations					81,272,058

See notes to financial statements.

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended November 30,
	2016	2015
Operations ($):
Investment income—net	5,610,707	5,145,828
Net realized gain (loss) on investments	2,615,355	33,806,637
Net unrealized appreciation (depreciation) on investments	73,045,996	(36,914,350)
Net Increase (Decrease) in Net Assets Resulting from Operations	81,272,058	2,038,115
Dividends to Shareholders from ($):
Investment income—net:
Class A	(10,849)	(472)
Class C	(486)	-
Class I	(163,839)	(48,079)
Class Y	(6,023,956)	(2,152,331)
Net realized gain on investments:
Class A	(128,302)	(245,496)
Class C	(11,442)	(6,784)
Class I	(1,168,278)	(2,368,821)
Class Y	(41,663,842)	(86,586,187)
Total Dividends	(49,170,994)	(91,408,170)
Capital Stock Transactions ($):
Net proceeds from shares sold:
Class A	1,024,818	874,382
Class C	83,761	139,000
Class I	8,264,635	12,382,332
Class Y	154,636,213	176,243,101
Dividends reinvested:
Class A	138,319	244,237
Class C	11,928	6,784
Class I	1,106,332	2,099,337
Class Y	22,051,492	44,506,043
Cost of shares redeemed:
Class A	(591,197)	(656,031)
Class C	(103,950)	(32,174)
Class I	(13,564,082)	(11,708,004)
Class Y	(182,484,555)	(110,423,433)
Increase (Decrease) in Net Assets from Capital Stock Transactions	(9,426,286)	113,675,574
Total Increase (Decrease) in Net Assets	22,674,778	24,305,519
Net Assets ($):
Beginning of Period	793,898,350	769,592,831
End of Period	816,573,128	793,898,350
Undistributed investment income—net	4,544,686	5,138,683

STATEMENT OF CHANGES IN NET ASSETS (continued)


	Year Ended November 30,
	2016	2015
Capital Share Transactions (Shares):
Class A
Shares sold	47,423	39,576
Shares issued for dividends reinvested	7,183	10,898
Shares redeemed	(30,854)	(29,202)
Net Increase (Decrease) in Shares Outstanding	23,752	21,272
Class C
Shares sold	4,187	6,329
Shares issued for dividends reinvested	661	320
Shares redeemed	(5,383)	(1,545)
Net Increase (Decrease) in Shares Outstanding	(535)	5,104
Class I^a
Shares sold	405,648	544,636
Shares issued for dividends reinvested	56,690	92,252
Shares redeemed	(676,014)	(518,816)
Net Increase (Decrease) in Shares Outstanding	(213,676)	118,072
Class Y^a
Shares sold	7,945,166	7,754,243
Shares issued for dividends reinvested	1,131,218	1,956,768
Shares redeemed	(9,034,721)	(4,863,937)
Net Increase (Decrease) in Shares Outstanding	41,663	4,847,074

^aDuring the period ended November 30, 2016, 123,160 Class Y shares representing $2,483,907 were exchanged for 123,076 Class I shares.
See notes to financial statements.

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	2016	2015	2014	2013	2012
Per Share Data ($):
Net asset value, beginning of period	22.02	24.89	26.25	19.62	18.66
Investment Operations:
Investment income—net^a	.09	.07	.01	.06	.02
Net realized and unrealized gain (loss) on investments	2.02	(.02)	.84	7.57	2.56
Total from Investment Operations	2.11	.05	.85	7.63	2.58
Distributions:
Dividends from investment income—net	(.11)	(.00)^b	(.08)	(.00)^b	-
Dividends from net realized gain on investments	(1.30)	(2.92)	(2.13)	(1.00)	(1.62)
Total Distributions	(1.41)	(2.92)	(2.21)	(1.00)	(1.62)
Net asset value, end of period	22.72	22.02	24.89	26.25	19.62
Total Return (%)^c	10.72	.01	3.35	40.73	15.04
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	1.30	1.29	1.31	1.33	1.40
Ratio of net expenses to average net assets	1.30	1.29	1.30	1.30	1.36
Ratio of net investment income to average net assets	.44	.31	.02	.25	.12
Portfolio Turnover Rate	66.57	65.39	104.22	68.30	74.74
Net Assets, end of period ($ x 1,000)	2,862	2,250	2,015	1,516	889

^a Based on average shares outstanding.
^bAmount represents less than $.01 per share.
^cExclusive of sales charge.
See notes to financial statements.

FINANCIAL HIGHLIGHTS (continued)



	Year Ended November 30,
Class C Shares	2016	2015	2014	2013	2012
Per Share Data ($):
Net asset value, beginning of period	20.68	23.70	25.19	19.00	18.25
Investment Operations:
Investment (loss)—net^a	(.07)	(.09)	(.20)	(.10)	(.12)
Net realized and unrealized gain (loss) on investments	1.90	(.01)	.84	7.29	2.49
Total from Investment Operations	1.83	(.10)	.64	7.19	2.37
Distributions:
Dividends from investment income—net	(.06)	–	–	–	–
Dividends from net realized gain on investments	(1.30)	(2.92)	(2.13)	(1.00)	(1.62)
Total Distributions	(1.36)	(2.92)	(2.13)	(1.00)	(1.62)
Net asset value, end of period	21.15	20.68	23.70	25.19	19.00
Total Return (%)^b	9.94	(.72)	2.60	39.69	14.16
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	2.33	2.42	2.22	2.16	2.15
Ratio of net expenses to average net assets	2.05	2.04	2.05	2.06	2.12
Ratio of net investment (loss) to average net assets	(.39)	(.47)	(.83)	(.48)	(.64)
Portfolio Turnover Rate	66.57	65.39	104.22	68.30	74.74
Net Assets, end of period ($ x 1,000)	146	154	55	231	165

^a Based on average shares outstanding.
^bExclusive of sales charge.
See notes to financial statements.



	Year Ended November 30,
Class I Shares	2016	2015	2014	2013	2012
Per Share Data ($):
Net asset value, beginning of period	22.36	25.22	26.55	19.84	18.83
Investment Operations:
Investment income—net^a	.15	.14	.08	.14	.10
Net realized and unrealized gain (loss) on investments	2.06	(.03)	.87	7.65	2.57
Total from Investment Operations	2.21	.11	.95	7.79	2.67
Distributions:
Dividends from investment income—net	(.18)	(.05)	(.15)	(.08)	(.04)
Dividends from net realized gain on investments	(1.30)	(2.92)	(2.13)	(1.00)	(1.62)
Total Distributions	(1.48)	(2.97)	(2.28)	(1.08)	(1.66)
Net asset value, end of period	23.09	22.36	25.22	26.55	19.84
Total Return (%)	11.09	.26	3.72	41.27	15.45
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.99	.97	.95	.95	.99
Ratio of net expenses to average net assets	.99	.97	.95	.95	.99
Ratio of net investment income to average net assets	.75	.62	.31	.60	.52
Portfolio Turnover Rate	66.57	65.39	104.22	68.30	74.74
Net Assets, end of period ($ x 1,000)	16,478	20,731	20,403	706,606	429,732

^a Based on average shares outstanding.
See notes to financial statements.

FINANCIAL HIGHLIGHTS (continued)



	Year Ended November 30,
Class Y Shares	2016	2015	2014	2013^a
Per Share Data ($):
Net asset value, beginning of period	22.35	25.21	26.54	22.76
Investment Operations:
Investment income—net^b	.16	.15	.12	.02
Net realized and unrealized gain (loss) on investments	2.06	(.03)	.83	3.76
Total from Investment Operations	2.22	.12	.95	3.78
Distributions:
Dividends from investment income—net	(.19)	(.06)	(.15)	-
Dividends from net realized gain on investments	(1.30)	(2.92)	(2.13)	-
Total Distributions	(1.49)	(2.98)	(2.28)	-
Net asset value, end of period	23.08	22.35	25.21	26.54
Total Return (%)	11.13	.31	3.71	16.61^c
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.95	.95	.95	1.01^d
Ratio of net expenses to average net assets	.95	.95	.95	.99^d
Ratio of net investment income to average net assets	.79	.65	.45	.07^d
Portfolio Turnover Rate	66.57	65.39	104.22	68.30
Net Assets, end of period ($ x 1,000)	797,087	770,763	747,120	1

^aFrom July 1, 2013 (commencement of initial offering) to November 30, 2013.
^bBased on average shares outstanding.
^cNot annualized.
^dAnnualized.

See notes to financial statements.

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Select Managers Small Cap Value Fund (the “fund”) is a separate non-diversified series of Strategic Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering ten series, including the fund. The fund’s investment objective is to seek capital appreciation. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. EACM Advisors LLC (“EACM”), a subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s portfolio allocation manager. Thompson, Siegel and Walmsley, LLC (“TS&W”), Walthausen & Co., LLC (“Walthausen”), Neuberger Berman Investment Advisers LLC (formerly, Neuberger Berman Management LLC) (“Neuberger Berman”), Lombardia Capital Partners, LLC (“Lombardia”), Kayne Anderson Rudnick Investment Management, LLC (“Kayne”), Channing Capital Management, LLC (“Channing”) and Eastern Shore Capital Management (“Eastern Shore”) serve as the fund’s sub-investment advisers, each managing an allocated portion of the fund’s portfolio.

Effective April 30, 2016, the Company’s Board of Directors (the “Board”) voted to terminate the fund’s sub-investment advisory agreement with Iridian Asset Management LLC.

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

NOTES TO FINANCIAL STATEMENTS (continued)

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.

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:

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.

NOTES TO FINANCIAL STATEMENTS (continued)

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

The following is a summary of the inputs used as of November 30, 2016 in valuing the fund’s investments:


	Level 1 - Unadjusted Quoted Prices	Level 2 - Other Significant Observable Inputs	Level 3 -Significant Unobservable Inputs	Total
Assets ($)
Investments in Securities:
Equity Securities - Domestic Common Stocks^†	760,713,921	-	-	760,713,921
Equity Securities - Domestic Preferred Stocks^†	528,849	-	-	528,849
Equity Securities - Foreign Common Stocks^†	9,030,640	-	-	9,030,640
Exchange-Traded Funds	7,720,901	-	-	7,720,901
Master Limited Partnerships^†	4,179,015	-	-	4,179,015
Registered Investment Company	44,491,930	-	-	44,491,930

^† See Statement of Investments for additional detailed categorizations.

At November 30, 2016, there were no transfers between levels of the fair value hierarchy.

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. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended November 30, 2016, The Bank of New York Mellon earned $92,211 from lending portfolio securities, pursuant to the securities lending agreement.


Affiliated Investment Company	Value 11/30/2015 ($)	Purchases ($)	Sales ($)	Value 11/30/2016 ($)	Net Assets (%)
Dreyfus Institutional Cash Advantage Fund, Institutional Shares^†	40,492,353	210,315,555	250,807,908	-	-
Dreyfus Institutional Preferred Money Market Fund, Hamilton Shares^†	-	72,272,702	27,780,772	44,491,930	5.4
Total	40,492,353	282,588,257	278,588,680	44,491,930	5.4

^† During the period ended November 30, 2016, Dreyfus Institutional Cash Advantage Fund was acquired by Dreyfus Institutional Preferred Money Market Fund.

NOTES TO FINANCIAL STATEMENTS (continued)

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, 2016, 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, 2016, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended November 30, 2016 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At November 30, 2016, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $4,544,686, accumulated capital losses $3,359,440 and unrealized appreciation $131,544,134.

Under the Regulated Investment Company Modernization Act of 2010, the fund is permitted to carry forward capital losses for an unlimited period. Furthermore, capital loss carryovers retain their character as either short-term or long-term capital losses.

The tax character of distributions paid to shareholders during the fiscal periods ended November 30, 2016 and November 30, 2015 were as follows: ordinary income $10,935,881 and $31,930,847, and long-term capital gains $38,235,113 and $59,477,323, respectively.

During the period ended November 30, 2016, as a result of permanent book to tax differences, primarily due to dividend reclassification, the fund decreased accumulated undistributed investment income-net by $5,574 and increased accumulated net realized gain (loss) on investments by the same amount. Net assets and net asset value per share were not affected by this reclassification.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $810 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 5, 2016, the unsecured credit facility with Citibank, N.A. was $555 million and prior to January 11, 2016, the unsecured credit facility with Citibank, N.A. was $480 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, 2016, the fund did not borrow under the Facilities.

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

(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of .90% of the value of the fund’s average daily net assets and is payable monthly. Dreyfus has contractually agreed, from December 1, 2015 through April 1, 2017, to waive receipt of its fees and/or assume the direct expenses of the fund, so that the expenses of Class A, C, I and Y shares (excluding Rule 12b- 1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.05%, 1.05%, 1.05% and .95%, of the value of the respective class’ average daily net assets. The reduction in expenses, pursuant to the undertaking, amounted to $549 during the period ended November 30, 2016.

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, Kayne, Channing and Eastern Shore, each serves as the fund’s sub-investment adviser responsible for the day-to-day management of a portion of the fund’s portfolio. Dreyfus pays each sub-investment adviser a monthly fee at an annual percentage of the value of the fund’s average daily net assets. Dreyfus has obtained an exemptive order from the SEC (the “Order”), upon which the fund may rely, to use a manager of managers approach that permits Dreyfus, subject to certain conditions and approval by the Board, to enter into and materially amend sub-investment advisory

NOTES TO FINANCIAL STATEMENTS (continued)

agreements with one or more sub-investment advisers who are either unaffiliated with Dreyfus or are wholly-owned subsidiaries (as defined under the Act) of Dreyfus’ ultimate parent company, BNY Mellon, without obtaining shareholder approval. The Order also allows the fund to disclose the sub-investment advisory fee paid by Dreyfus to any unaffiliated sub-investment adviser in the aggregate with other unaffiliated sub-investment advisers in documents filed with the SEC and provided to shareholders. In addition, pursuant to the Order, it is not necessary to disclose the sub-investment advisory fee payable by Dreyfus separately to a sub-investment adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to Dreyfus. Dreyfus has ultimate responsibility (subject to oversight by the Board) to supervise any sub-investment adviser and recommend the hiring, termination, and replacement of any sub-investment adviser to the Board.

During the period ended November 30, 2016, the Distributor retained $732 from commissions earned on sales of the fund’s Class A shares and $236 from CDSCs on redemptions of the fund’s Class C shares.

(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, 2016, Class A and Class C shares were charged $5,013 and $359, respectively, pursuant to the Shareholder Services Plan.

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2016, the fund was charged $4,175 for transfer agency services and $184 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 $82.

During the period ended November 30, 2016, the fund was charged $21,185 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 $575,119, Distribution Plan fees $74, Shareholder Services Plan fees $477, custodian fees $69,118, Chief Compliance Officer fees $14,302 and transfer agency fees $774, which are offset against an expense reimbursement currently in effect in the amount of $20.

(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, 2016, amounted to $466,760,543 and $532,131,456, respectively.

At November 30, 2016, the cost of investments for federal income tax purposes was $695,121,122; accordingly, accumulated net unrealized appreciation on investments was $131,544,134, consisting of $167,198,716 gross unrealized appreciation and $35,654,582 gross unrealized depreciation.

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus Select Managers Small Cap Value Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2016, 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.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus Select Managers Small Cap Value Fund at November 30, 2016, 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 26, 2017

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, 2016 as qualifying for the corporate dividends received deduction. Also, certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $10,935,881 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2017 of the percentage applicable to the preparation of their 2016 income tax returns. Also, the fund hereby reports $.1390 per share as a short-term capital gain distribution and $1.1368 per share as a long-term capital gain distribution paid on December 31, 2015 and also reports $.0037 per share as a short-term capital gain distribution and $.0165 per share as a long-term capital gain distribution paid on March 23, 2016.

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 7-8, 2016, the Board considered the renewal of (a) the fund’s Management Agreement, pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Management Agreement”); (b) Dreyfus’ Portfolio Allocation Management Agreement (the “Allocation Agreement”) with EACM Advisors LLC (“EACM”), pursuant to which EACM is responsible for evaluating and recommending subadvisers to provide the fund with day-to-day portfolio management services, recommending the percentage of fund assets to be allocated to each subadviser, monitoring and evaluating the performance of the subadvisers, and recommending whether a subadviser should be terminated; and (c) Dreyfus’ separate Sub-Investment Advisory Agreements (collectively with the Management Agreement and the Allocation Agreement, the “Agreements”) with each of Channing Capital Management, LLC, Eastern Shore Capital Management, Kayne Anderson Rudnick Investment Management, LLC, Lombardia Capital Partners, LLC, Neuberger Berman Investment Advisers LLC, Thompson, Siegel & Walmsley LLC and Walthausen & Co., LLC (collectively, the “Subadvisers”), pursuant to which each Subadviser serves as a sub-investment adviser and provides day-to-day management of the fund’s investments. The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus, EACM and the Subadvisers. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

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

Subadvisers, and EACM’s evaluations and recommendations to Dreyfus regarding the Subadvisers and EACM’s supervisory activities over the Subadvisers. 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 Broadridge Financial Solutions, Inc. (“Broadridge”), 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, 2016, 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 Broadridge as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Broadridge 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. The Board noted the relative proximity to the median during certain periods when the fund’s total return performance was below the median of the Performance Group and/or Performance Universe, and further noted that the fund had produced favorable absolute returns in each of the periods shown. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index and noted that the fund’s performance was above the benchmark for four of the seven calendar years shown.

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 above the Expense Group median and below the Expense Universe median.

Dreyfus representatives noted that Dreyfus has contractually agreed to waive receipt of its fees and/or assume the expenses of the fund, until April 1, 2017, so that the expenses of Class A, Class C, Class I and Class Y shares of the fund (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.05%, 1.05%, 1.05% and 0.95%, respectively.

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

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

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

The Board considered on the advice of its counsel the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by Dreyfus and the Subadviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since Dreyfus, and not the fund, pays EACM and the Subadvisers pursuant to the respective Sub-Investment Advisory Agreements, the Board did not consider EACM’s or any Subadviser’s profitability to be relevant to its deliberations. Dreyfus representatives noted that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is

disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus and each Subadviser from acting as investment adviser and sub-investment adviser, respectively, and noted the soft dollar arrangements in effect for trading the fund’s investments.

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

· The Board was concerned with the fund’s relative performance and agreed to closely monitor performance.

· The Board concluded that the fees paid to Dreyfus, EACM and the Subadvisers supported the renewal of the Agreements in light of the considerations described above.

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

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

BOARD MEMBERS INFORMATION (Unaudited)

INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (73)

Chairman of the Board (1995)

Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (1995-present)

Other Public Company Board Memberships During Past 5 Years:

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

No. of Portfolios for which Board Member Serves: 135

———————

Joni Evans (74)

Board Member (2006)

Principal Occupation During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 24

———————

Ehud Houminer (76)

Board Member (1994)

Principal Occupation During Past 5 Years:

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

University (1992-present)

Other Public Company Board Memberships During Past 5 Years:

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

No. of Portfolios for which Board Member Serves: 59

———————

Hans C. Mautner (79)

Board Member (1984)

Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (1978-present)

No. of Portfolios for which Board Member Serves: 24

———————

Robin A. Melvin (53)

Board Member (1995)

Principal Occupation During Past 5 Years:

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

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

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

disadvantaged circumstances (1995-2012)

No. of Portfolios for which Board Member Serves: 107

———————

Burton N. Wallack (66)

Board Member (2006)

Principal Occupation During Past 5 Years:

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

company (1987-present)

No. of Portfolios for which Board Member Serves: 24

———————

Benaree Pratt Wiley (70)

Board Member (2016)

Principal Occupation During Past 5 Years:

· Principal, The Wiley Group, a firm specializing in strategy and business development (2005-present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (2008-present)

No. of Portfolios for which Board Member Serves: 86

———————

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

Gordon J. Davis (75)

Board Member (2006)

Principal Occupation During Past 5 Years:

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

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

Other Public Company Board Memberships During Past 5 Years:

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

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

No. of Portfolios for which Board Member Serves: 58

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

———————

Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.

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