File No. 2-88816
811-3940
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N‑1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre‑Effective Amendment No. [__]
Post‑Effective Amendment No. 76 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 76 [X]
(Check appropriate box or boxes.)
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)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Michael A. Rosenberg, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
COPY TO:
David Stephens, Esq.
Stroock & Stroock & Lavan LLP
180 Maine Lane
New York, NY 10038-4982
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
Explanatory Note
This Post-Effective Amendment consists of the following:
This Post-Effective Amendment is being filed solely to file revised Rule 18f-3 Plans as Exhibit (n) to Item 28 to this Registration Statement on Form N-1A.
Part A and Part B of Post-Effective Amendment No. 74 to the Registration Statement on Form N-1A filed on December 28, 2011 pursuant to Rule 485(b) under the Securities Act of 1933, as amended, are incorporated by reference herein.
STRATEGIC FUNDS, INC.
PART C. OTHER INFORMATION
Item 28. Exhibits.
(a)(i) Registrant's Articles of Incorporation and Articles of Amendment are incorporated by reference to Exhibit (1) of Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A, filed on April 25, 1996.
(a)(ii) Articles of Amendment and Articles Supplementary, as amended, are incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A, filed on September 27, 2002.
(a)(iii) Articles of Amendment are incorporated by reference to Exhibit (a)(iii) of Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A, filed on May 16, 2006.
(a)(iv) Articles Supplementary are incorporated by reference to Exhibit (a)(iv) of Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A, filed on May 16, 2006.
(a)(v) Articles Supplementary, as revised, are incorporated by reference to Exhibit (a)(v) of Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A, filed on December 16, 2008.
(a)(vi) Articles of Amendment are incorporated by reference to Exhibit (a)(vi) of Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A, filed on April 30, 2009.
(a)(vii) Articles of Supplementary are incorporated by reference to Exhibit (a)(vii) of Post-Effective Amendment No. 56 to the Registration Statement on Form N-1A, filed on September 25, 2009.
(a)(viii) Articles of Supplementary are incorporated by reference to Exhibit (a)(viii) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(a)(ix) Articles of Supplementary are incorporated by reference to Exhibit (a)(ix) of Post-Effective Amendment No. 74 to the Registration Statement on Form N-1A, filed on December 28, 2011.
(b) Registrant's By-Laws, as amended, is incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 74 to the Registration Statement on Form N-1A, filed on December 28, 2011.
(d)(i) Management Agreement, as revised, is incorporated by reference to Exhibit (d)(i) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(d)(ii) Sub-Investment Advisory Agreement with Walter Scott & Partners Limited, as amended, is incorporated by reference to Exhibit (d)(ii) of Post-Effective Amendment No. 46 to the Registration Statement on Form N-1A, filed on May 27, 2008.
(d)(iii) Sub-Investment Advisory Agreement with Riverbridge Partners, LLC. is incorporated by reference to Exhibit (d)(iii) of Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A, filed on December 16, 2008.
(d)(iv) Sub-Investment Advisory Agreement with Walthausen & Co., LLC. is incorporated by reference to Exhibit (d)(iv) of Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A, filed on December 16, 2008.
(d)(v) Sub-Investment Advisory Agreement with Thompson, Siegel and Walmsley LLC is incorporated by reference to Exhibit (d)(v) of Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A, filed on December 16, 2008.
(d)(vi) Sub-Investment Advisory Agreement with WestLB Mellon Asset Management (USA) LLC. is incorporated by reference to Exhibit (d)(ii) of Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A, filed on May 16, 2006.
(d)(vii) Sub-Investment Advisory Agreement with Mellon Equity Associates, LLP. is incorporated by reference to Exhibit (d)(iii) of Post-Effective Amendment No. 37 to the Registration Statement on Form N-1A, filed on November 22, 2006.
(d)(viii) Sub-Investment Advisory Agreement with Neuberger Berman Management LLC is incorporated by reference to Exhibit (d)(ix) of Post-Effective Amendment No. 60 to the Registration Statement on Form N-1A, filed on March 30, 2010.
(d)(ix) Sub-Investment Advisory Agreement with Cupps Capital Management, LLC, with respect to Dreyfus Select Managers Large Cap Growth Fund is incorporated by reference to Exhibit (d)(ix) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(d)(x) Sub-Investment Advisory Agreement with Goldman Sachs Asset Management, L.P., with respect to Dreyfus Select Managers Large Cap Growth Fund is incorporated by reference to Exhibit (d)(x) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(d)(xi) Sub-Investment Advisory Agreement with Mar Vista Investment Partners, LLC, with respect to Dreyfus Select Managers Large Cap Growth Fund is incorporated by reference to Exhibit (d)(xi) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(d)(xii) Sub-Investment Advisory Agreement with Riverbridge Partners, LLC, with respect to Dreyfus Select Managers Small Cap Growth Fund is incorporated by reference to Exhibit (d)(xii) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(d)(xiii) Sub-Investment Advisory Agreement with Geneva Capital Management Ltd, with respect to Dreyfus Select Managers Small Cap Growth Fund is incorporated by reference to Exhibit (d)(xiii) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(d)(xiv) Sub-Investment Advisory Agreement with Cupps Capital Management, LLC, with respect to Dreyfus Select Managers Small Cap Growth Fund is incorporated by reference to Exhibit (d)(xiv) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(d)(xv) Portfolio Allocation Management Agreement, as revised, is incorporated by reference to Exhibit (d)(xv) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(e)(i) Amended and Restated Distribution Agreement dated October 1, 2010 is incorporated by reference to Exhibit (e)(i) of Post-Effective Amendment No. 67 to the Registration Statement on Form N-1A, filed on March 30, 2011.
(e)(ii) Distribution and Shareholders Services Plan Agreements, as amended, are incorporated by reference to Exhibit (e)(ii) of Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A, filed on September 27, 2002.
(e)(iii) Forms of Supplement to Service Agreements are incorporated by reference to Exhibit (e)(iii) of Post-Effective Amendment No. 40 to the Registration Statement on Form N-1A, filed on April 27, 2007.
(g)(i) Custody Agreement with The Bank of New York Mellon dated January 1, 2011 is incorporated by reference to Exhibit (g)(iii) of Post-Effective Amendment No. 67 to the Registration Statement on Form N-1A, filed on March 30, 2011.
(g)(ii) Sub-Custodian Agreement is incorporated by reference to Exhibit (8)(b) of Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A, filed on April 25, 1996.
(g)(iii) Foreign Custody Manager Agreement with The Bank of New York is incorporated by reference to Exhibit (g)(iii) of Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A, filed on May 16, 2006.
(h)(i) Shareholder Services Plan, as revised, is incorporated by reference to Exhibit (h)(i) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(h) (ii) Amended and Restated Transfer Agency Agreement is incorporated by reference to Exhibit (h)(ii) of Post-Effective Amendment No. 42 to the Registration Statement on Form N-1A, filed on February 28, 2008.
(h) (iii) Amendment to the Amended and Restated Transfer Agency Agreement is incorporated by reference to Exhibit (h)(iii) of Post-Effective Amendment No. 74 to the Registration Statement on Form N-1A, filed on December 28, 2011.
(i) Opinion and Consent of Registrant's counsel are incorporated by reference to Exhibit (10) of Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A, filed on April 25, 1996.
(j) Consent of Independent Registered Public Accounting Firm is incorporated by reference to Exhibit (j) of Post-Effective Amendment No. 74 to the Registration Statement on Form N-1A, filed on December 28, 2011 .
(m) Rule 12b-1 Distribution Plan, as revised, is incorporated by reference to Exhibit (m) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(n) Rule 18f-3 Plan is filed herewith.
(p)(i) Code of Ethics of the Bank of New York Mellon, is incorporated by reference to Exhibit (p)(i) of Post-Effective Amendment No. 42 to the Registration Statement on Form N-1A, filed on February 28, 2008.
(p)(ii) Code of Ethics for Walthausen & Co. LLC is incorporated by reference to Exhibit (p)(ii) of Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A, filed on December 16, 2008.
(p)(iii) Code of Ethics for Riverbridge Partners, LLC is incorporated by reference to Exhibit (p)(iii) of Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A, filed on December 16, 2008.
(p)(iv) Code of Ethics for Thompson, Siegel and Walmsley LLC is incorporated by reference to Exhibit (p)(iv) of Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A, filed on December 16, 2008.
(p)(v) Code of Ethics for Cupps Capital Management, LLC is incorporated by reference to Exhibit (p)(v) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(p)(vi) Code of Ethics for Goldman Sachs Asset Management, L.P. is incorporated by reference to Exhibit (p)(vi) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(p)(vii) Code of Ethics for Mar Vista Investment Partners, LLC is incorporated by reference to Exhibit (p)(vii) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(p)(viii) Code of Ethics for Geneva Capital Management Ltd. is incorporated by reference to Exhibit (p)(viii) of Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A, filed on June 29, 2010.
(p)(ix) Code of Ethics for the Nonmanagement Board members of the Dreyfus Family of Funds is incorporated by reference to Exhibit (p)(iv) of Post-Effective Amendment No. 60 to the Registration Statement on Form N-1A, filed on March 30, 2010.
Item 28. Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
a) Power of Attorney of certain officers of the Registrant is incorporated by reference to Other Exhibits (a) of Post-Effective Amendment No. 58 to the Registration Statement on Form N-1A, filed on January 29, 2010.
b) Certificate of Assistant Secretary is incorporated by reference to Other Exhibits (b) of Post-Effective Amendment No. 60 to the Registration Statement on Form N-1A, filed on March 30, 2010.
Item 29. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 30. Indemnification
_______ _______________
The Registrant's charter documents set forth the circumstances under which indemnification shall be provided to any past or present Board member or officer of the Registrant. The Registrant also has entered into a separate agreement with each of its Board members that describes the conditions and manner in which the Registrant indemnifies each of its Board members against all liabilities incurred by them (including attorneys' fees and other litigation expenses, settlements, fines and penalties), or which may be threatened against them, as a result of being or having been a Board member of the Registrant. These indemnification provisions are subject to applicable state law and to the limitation under the Investment Company Act of 1940, as amended, that no board member or officer of a fund may be protected against liability for willful misfeasance, bad faith, gross
negligence or reckless disregard for the duties of his or her office. Reference is hereby made to the following: Article SEVENTH of the Registrant's Articles of Incorporation, Article VIII of the Registrant's By-Laws, as amended, Section 2-418 of the Maryland General Corporation Law, and Section 1.10 of the Distribution Agreement.
Item 31. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies comprise a financial service organization whose business consists primarily of providing investment management services as the investment adviser, manager and distributor for sponsored investment companies registered under the Investment Company Act of 1940 and as an investment adviser to institutional and individual accounts. Dreyfus also serves as sub-investment adviser to and/or administrator of other investment companies. MBSC Securities Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily as a registered broker-dealer of shares of investment companies sponsored by Dreyfus and of other investment companies for which Dreyfus acts as investment adviser, sub-investment adviser or administrator.
Item 31. Business
and Other Connections of Investment Adviser (continued)
Officers
and Directors of Investment Adviser
Name and Position |
Other Businesses |
Position Held |
Dates |
Jonathan Baum |
MBSC Securities Corporation++ |
Chief Executive Officer |
3/08 - Present |
J. Charles Cardona |
MBSC Securities Corporation++ |
Director |
6/07 Present |
Universal Liquidity Funds plc+ |
Director |
4/06 - Present |
|
Diane P. Durnin |
None |
||
Robert G. Capone |
MBSC Securities Corporation++ |
Executive Vice President Director |
4/07 - Present |
The Bank of New York Mellon***** |
Vice President |
2/06 - Present |
|
Mitchell E. Harris |
Standish
Mellon Asset Management Company LLC |
Chairman |
2/05 Present |
Name and Position |
Other Businesses |
Position Held |
Dates |
Alcentra NY, LLC++ |
Manager |
1/08 - Present |
|
Alcentra US, Inc. ++ |
Director |
1/08 - Present |
|
Alcentra, Inc. ++ |
Director |
1/08 - Present |
|
BNY Alcentra Group Holdings, Inc. ++ |
Director |
10/07 - Present |
|
Pareto New York LLC++ |
Manager |
11/07 - Present |
|
Standish Ventures LLC |
President |
12/05 - Present |
|
Palomar Management |
Director |
12/97 - Present |
|
Palomar Management Holdings Limited |
Director |
12/97 - Present |
|
Pareto Investment Management Limited |
Director |
9/04 - Present |
|
Christopher E. Sheldon |
Mellon Global Investing Corp. + |
Senior Vice President |
5/08 - Present |
BNY Mellon, National Association+ |
Managing Director |
7/09 Present |
|
The Bank of New York Mellon***** |
Managing Director |
7/09 - Present |
|
Bradley J. Skapyak |
MBSC Securities Corporation++ |
Executive Vice President |
6/07 - Present |
The Bank of New York Mellon**** |
Senior Vice President |
4/07 - Present |
|
The Dreyfus Family of Funds++ |
President |
1/10 - Present |
|
Dreyfus Transfer, Inc. ++ |
Chairman Director Senior Vice President |
5/11 - Present 5/10
- Present |
|
Name and Position |
Other Businesses |
Position Held |
Dates |
Dwight Jacobsen |
MBSC Securities Corporation++ |
Executive
Vice President |
6/08 Present |
Patrice M. Kozlowski |
None |
||
Gary Pierce |
The Bank of New York Mellon ***** |
Vice President |
7/08 - Present |
BNY Mellon, National Association + |
Vice President |
7/08 - Present |
|
Laurel Capital Advisors, LLP+ |
Chief Financial Officer |
5/07 - Present |
|
MBSC Securities Corporation++ |
Director |
6/07 Present |
|
Founders Asset Management, LLC**** |
Assistant Treasurer |
7/06 - 12/09 |
|
Dreyfus Consumer Credit |
Treasurer |
7/05 - 8/10 |
|
Dreyfus Transfer, Inc. ++ |
Chief Financial Officer |
7/05 - Present |
|
Dreyfus Service |
Treasurer |
7/05 Present |
|
Seven Six Seven Agency, Inc. ++ |
Treasurer |
4/99 - Present |
|
Joseph W. Connolly |
The Dreyfus Family of Funds++ |
Chief Compliance Officer |
10/04 - Present |
Laurel Capital Advisors, LLP+ |
Chief Compliance Officer |
4/05 - Present |
|
BNY Mellon Funds Trust++ |
Chief Compliance Officer |
10/04 - Present |
|
MBSC Securities Corporation++ |
Chief Compliance Officer |
6/07 Present |
|
Name and Position |
Other Businesses |
Position Held |
Dates |
Christopher O'Connor |
MBSC Securities Corporation++ |
Executive Vice President |
12/11 Present |
Gary E. Abbs |
The Bank of New York Mellon+ |
First Vice President and Manager of Tax Compliance |
12/96 - Present |
Dreyfus Service Organization++ |
Vice President Tax |
1/09 - Present |
|
Dreyfus Consumer Credit Corporation++ |
Chairman |
1/09 8/10 |
|
MBSC Securities Corporation++ |
Vice President Tax |
1/09 - Present |
|
Jill Gill |
MBSC Securities Corporation++ |
Vice President |
6/07 Present |
The Bank of New York Mellon ***** |
Vice President |
7/08 Present |
|
BNY Mellon, National Association + |
Vice President |
7/08 - Present |
|
Joanne S. Huber |
The Bank of New York Mellon+ |
State & Local Compliance Manager |
7/07 - Present |
Dreyfus Service Organization++ |
Vice President Tax |
1/09 Present |
|
Dreyfus Consumer Credit Corporation++ |
Vice President Tax |
1/09 8/10 |
|
MBSC Securities Corporation++ |
Vice President Tax |
1/09 Present |
|
Anthony Mayo |
None |
||
John E. Lane |
A P Colorado, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
A P East, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
Name and Position |
Other Businesses |
Position Held |
Dates |
A P Management, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
|
A P Properties, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
|
Allomon Corporation+ |
Vice President Real Estate and Leases |
8/07 - Present |
|
AP Residential Realty, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
|
AP Wheels, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
|
BNY Mellon, National Association + |
Vice President Real Estate and Leases |
7/08 - Present |
|
Citmelex Corporation+ |
Vice President Real Estate and Leases |
8/07 - Present |
|
Eagle
Investment Systems LLC |
Vice President Real Estate and Leases |
8/07 - Present |
|
East Properties Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
|
FSFC, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
|
Holiday Properties, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
|
MBC Investments Corporation+ |
Vice President Real Estate and Leases |
8/07 - Present |
|
MBSC Securities Corporation++ |
Vice President Real Estate and Leases |
8/07 - Present |
|
MELDEL Leasing Corporation Number 2, Inc. + |
Vice President Real Estate and Leases |
7/07 - Present |
|
Mellon Bank Community Development Corporation+ |
Vice President Real Estate and Leases |
11/07 - Present |
|
Mellon Capital Management Corporation+ |
Vice President Real Estate and Leases |
8/07 - Present |
|
Mellon Financial Services Corporation #1+ |
Vice President Real Estate and Leases |
8/07 - Present |
|
Mellon Financial Services Corporation #4+ |
Vice President Real Estate and Leases |
7/07 - Present |
|
Mellon Funding Corporation+ |
Vice President Real Estate and Leases |
12/07 - Present |
Name and Position |
Other Businesses |
Position Held |
Dates |
Mellon Holdings, LLC+ |
Vice President Real Estate and Leases |
12/07 - Present |
|
Mellon International Leasing Company+ |
Vice President Real Estate and Leases |
7/07 - Present |
|
Mellon Leasing Corporation+ |
Vice President Real Estate and Leases |
7/07 - Present |
|
Mellon Ventures, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
|
Melnamor Corporation+ |
Vice President Real Estate and Leases |
8/07 - Present |
|
MFS Leasing Corp. + |
Vice President Real Estate and Leases |
7/07 - Present |
|
MMIP, LLC+ |
Vice President Real Estate and Leases |
8/07 - Present |
|
Pareto New York LLC++ |
Vice President Real Estate and Leases |
10/07 - Present |
|
Pontus, Inc. + |
Vice President Real Estate and Leases |
7/07 - Present |
|
Promenade, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
|
RECR, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
|
Technology Services Group, Inc.***** |
Senior Vice President |
6/06 - Present |
|
Tennesee Processing Center LLC***** |
Managing Director |
5/08 - Present |
|
Texas AP, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
|
The Bank of New York Mellon***** |
Vice President Real Estate and Leases |
7/08 - Present |
|
The Bank of New York Mellon Corporation***** |
Executive Vice President |
8/07 - Present |
|
Trilem, Inc. + |
Vice President Real Estate and Leases |
8/07 - Present |
|
Kathleen Geis |
BNY Mellon, National Association+ |
Managing Director |
7/09 - Present |
Name and Position |
Other Businesses |
Position Held |
Dates |
BNY Mellon Distributors Holdings, Inc. + |
Vice
President - |
7/11 - Present |
|
BNY Mellon Investment |
Vice
President - |
7/11 - Present |
|
BNY Mellon Performance & Risk Analytics, LLC+ |
Vice President - |
7/11 - Present |
|
BNY Mellon Trust Company of Illinois+ |
Vice President - |
7/11 - Present |
|
BNY Mellon Trust of Delaware+ |
Vice
President - |
7/11 - Present |
|
Eagle Investment Systems LLC+ |
Vice
President - |
7/11 - Present |
|
Ivy Asset Management LLC+ |
Vice
President - |
7/11 - Present |
|
Mellon Capital Management Corporation*** |
Vice
President - |
7/11 - Present |
|
Mellon Financial Services Corporation #1+ |
Vice
President - |
7/11 - Present |
|
Mellon Holdings LLC+ |
Vice
President - |
7/11 - Present |
|
Mellon Investor Services LLC+ |
Vice
President - |
7/11 - Present |
|
Pareto New York LLC***** |
Vice
President - |
7/11 - Present |
|
SourceNet Solutions, Inc. + |
Vice
President - |
7/11 - Present |
|
Technology Services Group, Inc. + |
Vice
President - |
7/11 - Present |
|
Tennessee Processing Center LLC+ |
Vice
President - |
7/11 - Present |
|
The Bank of New York Mellon Trust Company, National Association+ |
Vice President - |
7/11 - Present |
|
Alcentra US, Inc. ++ |
Vice
President - |
7/11 - Present |
|
BNY Mellon Capital Markets LLC++ |
Vice
President - |
7/11 - Present |
|
Pershing LLC***** |
Vice President - |
7/11 - Present |
|
The Bank of New York Mellon+ |
Managing Director |
7/09 - Present |
Name and Position |
Other Businesses |
Position Held |
Dates |
MBNA Institutional PA Services, LLC+ |
Managing Director |
7/09
- Present |
|
Dean M. Steigauf |
BNY Mellon, National Association+ |
Vice President |
7/09 - Present |
BNY Mellon Distributors Holdings, Inc. + |
Vice
President - |
7/11 - Present |
|
BNY Mellon Investment |
Vice
President - |
7/11 - Present |
|
BNY Mellon Performance & Risk Analytics, LLC+ |
Vice President - |
7/11 - Present |
|
BNY Mellon Trust Company of Illinois+ |
Vice President - |
7/11 - Present |
|
BNY Mellon Trust of Delaware+ |
Vice
President - |
7/11 - Present |
|
Eagle Investment Systems LLC+ |
Vice
President - |
7/11 - Present |
|
Ivy Asset Management LLC+ |
Vice
President - |
7/11 - Present |
|
Mellon Capital Management Corporation*** |
Vice
President - |
7/11 - Present |
|
Mellon Financial Services Corporation #1+ |
Vice
President - |
7/11 - Present |
|
Mellon Holdings LLC+ |
Vice
President - |
7/11 - Present |
|
Mellon Investor Services LLC+ |
Vice
President - |
7/11 - Present |
|
Pareto New York LLC***** |
Vice
President - |
7/11 - Present |
|
SourceNet Solutions, Inc. + |
Vice
President - |
7/11 - Present |
|
Technology Services Group, Inc. + |
Vice
President - |
7/11 - Present |
|
Tennessee Processing Center LLC+ |
Vice
President - |
7/11 - Present |
|
The Bank of New York Mellon Trust Company, National Association+ |
Vice President - |
7/11 - Present |
Name and Position |
Other Businesses |
Position Held |
Dates |
Alcentra US, Inc. ++ |
Vice
President - |
7/11 - Present |
|
BNY Mellon Capital Markets LLC++ |
Vice
President - |
7/11 - Present |
|
Pershing LLC***** |
Vice President - |
7/11 - Present |
|
The Bank of New York Mellon+ |
Vice President |
12/02 - Present |
|
James Bitetto |
The Dreyfus Family of Funds++ |
Vice President and Assistant Secretary |
8/05 - Present |
MBSC Securities Corporation++ |
Assistant Secretary |
6/07 - Present |
|
Dreyfus Service Organization, Inc.++ |
Secretary |
8/05 - Present |
|
The Dreyfus Consumer Credit Corporation++ |
Vice President |
2/02 - 8/10 |
|
Founders Asset Management LLC**** |
Assistant Secretary |
3/09 - 12/09 |
* |
The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108. |
** |
The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104. |
*** |
The address of the business so indicated is 50 Fremont Street, Suite 3900, San Francisco, California 94104. |
**** |
The address of the business so indicated is 210 University Blvd., Suite 800, Denver, Colorado 80206. |
***** |
The address of the business so indicated is One Wall Street, New York, New York 10286. |
+ |
The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258. |
++ |
The address of the business so indicated is 200 Park Avenue, New York, New York 10166. |
+++ |
The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144. |
++++ |
The address of the business so indicated is White Clay Center, Route 273, Newark, Delaware 19711. |
+++++ |
The address of the business so indicated is 4005 Kennett Pike, Greenville, DE 19804. |
Item 32. Principal Underwriters |
||
(a) Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor: |
||
1. |
Advantage Funds, Inc. |
|
2. |
BNY Mellon Funds Trust |
|
3. |
CitizensSelect Funds |
|
4. |
Dreyfus Appreciation Fund, Inc. |
|
5. |
Dreyfus BASIC Money Market Fund, Inc. |
|
6. |
Dreyfus BASIC U.S. Government Money Market Fund |
|
7. |
Dreyfus BASIC U.S. Mortgage Securities Fund |
|
8. |
Dreyfus Bond Funds, Inc. |
|
9. |
Dreyfus Cash Management |
|
10. |
Dreyfus Connecticut Municipal Money Market Fund, Inc. |
|
11. |
Dreyfus Dynamic Alternatives Fund, Inc. |
|
12. |
Dreyfus Funds, Inc. |
|
13. |
The Dreyfus Fund Incorporated |
|
14. |
Dreyfus Government Cash Management Funds |
|
15. |
Dreyfus Growth and Income Fund, Inc. |
|
16. |
Dreyfus Index Funds, Inc. |
|
17. |
Dreyfus Institutional Cash Advantage Funds |
|
18. |
Dreyfus Institutional Preferred Money Market Funds |
|
19. |
Dreyfus Institutional Reserves Funds |
|
20. |
Dreyfus Intermediate Municipal Bond Fund, Inc. |
|
21. |
Dreyfus International Funds, Inc. |
|
22. |
Dreyfus Investment Funds |
|
23. |
Dreyfus Investment Grade Funds, Inc. |
|
24. |
Dreyfus Investment Portfolios |
|
25. |
The Dreyfus/Laurel Funds, Inc. |
|
26. |
The Dreyfus/Laurel Funds Trust |
|
27. |
The Dreyfus/Laurel Tax-Free Municipal Funds |
|
28. |
Dreyfus LifeTime Portfolios, Inc. |
|
29. |
Dreyfus Liquid Assets, Inc. |
|
30. |
Dreyfus Manager Funds I |
|
31. |
Dreyfus Manager Funds II |
|
32. |
Dreyfus Massachusetts Municipal Money Market Fund |
33. |
Dreyfus Midcap Index Fund, Inc. |
34. |
Dreyfus Money Market Instruments, Inc. |
35. |
Dreyfus Municipal Bond Opportunity Fund |
36. |
Dreyfus Municipal Cash Management Plus |
37. |
Dreyfus Municipal Funds, Inc. |
38. |
Dreyfus Municipal Money Market Fund, Inc. |
39. |
Dreyfus New Jersey Municipal Bond Fund, Inc. |
40. |
Dreyfus New Jersey Municipal Money Market Fund, Inc. |
41. |
Dreyfus New York AMT-Free Municipal Bond Fund |
42. |
Dreyfus New York AMT-Free Municipal Money Market Fund |
43. |
Dreyfus New York Municipal Cash Management |
44. |
Dreyfus New York Tax Exempt Bond Fund, Inc. |
45. |
Dreyfus Opportunity Funds |
46. |
Dreyfus Pennsylvania Municipal Money Market Fund |
47. |
Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc. |
48. |
Dreyfus Premier GNMA Fund, Inc. |
49. |
Dreyfus Premier Investment Funds, Inc. |
50. |
Dreyfus Premier Short-Intermediate Municipal Bond Fund |
51. |
Dreyfus Premier Worldwide Growth Fund, Inc. |
52. |
Dreyfus Research Growth Fund, Inc. |
53. |
Dreyfus State Municipal Bond Funds |
54. |
Dreyfus Stock Funds |
55. |
Dreyfus Short-Intermediate Government Fund |
56. |
The Dreyfus Socially Responsible Growth Fund, Inc. |
57. |
Dreyfus Stock Index Fund, Inc. |
58. |
Dreyfus Tax Exempt Cash Management Funds |
59. |
The Dreyfus Third Century Fund, Inc. |
60. |
Dreyfus Treasury & Agency Cash Management |
61. |
Dreyfus Treasury Prime Cash Management |
62. |
Dreyfus U.S. Treasury Intermediate Term Fund |
63. |
Dreyfus U.S. Treasury Long Term Fund |
64. |
Dreyfus 100% U.S. Treasury Money Market Fund |
65. |
Dreyfus Variable Investment Fund |
66. |
Dreyfus Worldwide Dollar Money Market Fund, Inc. |
67. |
General California Municipal Money Market Fund |
68. |
General Government Securities Money Market Funds, Inc. |
69. |
General Money Market Fund, Inc. |
70. |
General Municipal Money Market Funds, Inc. |
71. |
General New York Municipal Money Market Fund |
72. |
Strategic Funds, Inc. |
(b) |
||
Name and principal |
Positions and offices with the Distributor |
Positions and Offices with Registrant |
Jon R. Baum* |
Chairman of the Board |
None |
Ken Bradle** |
Chief Executive Officer, President and Director |
None |
Robert G. Capone**** |
Executive Vice President and Director |
None |
J. Charles Cardona* |
Executive Vice President and Director |
Executive Vice President (Money Market Funds Only) |
Sue Ann Cormack** |
Executive Vice President |
None |
John M. Donaghey*** |
Executive Vice President and Director |
None |
Dwight D. Jacobsen* |
Executive Vice President and Director |
None |
Mark A. Keleher***** |
Executive Vice President |
None |
James D. Kohley*** |
Executive Vice President |
None |
Jeffrey D. Landau* |
Executive Vice President and Director |
None |
William H. Maresca* |
Executive Vice President and Director |
None |
Timothy M. McCormick* |
Executive Vice President |
None |
David K. Mossman*** |
Executive Vice President |
None |
Christopher D. O'Connor* |
Executive Vice President and Director |
None |
Irene Papadoulis** |
Executive Vice President |
None |
Matthew Perrone** |
Executive Vice President |
None |
Bradley J. Skapyak* |
Executive Vice President |
President |
Bill E. Sappingon* |
Executive Vice President and Director |
None |
Gary Pierce* |
Chief Financial Officer and Director |
None |
Tracy Hopkins* |
Senior Vice President |
None |
Mercedez Katz** |
Senior Vice President |
None |
Mary T. Lomasney**** |
Senior Vice President |
None |
Barbara A. McCann**** |
Senior Vice President |
None |
(b) |
||
Name and principal
|
Positions and offices with the Distributor |
Positions and Offices with Registrant |
Christine Carr Smith***** |
Senior Vice President |
None |
Kathleen DeNicholas* |
Chief Legal Officer and Secretary |
None |
Joseph W. Connolly* |
Chief Compliance Officer (Investment Advisory Business) |
Chief Compliance Officer |
Stephen Storen* |
Chief Compliance Officer |
Anti-Money Laundering Compliance Officer |
Maria Georgopoulos* |
Vice President Facilities Management |
None |
Stewart Rosen* |
Vice President Facilities Management |
None |
Karin L. Waldmann* |
Privacy Officer |
None |
Gary E. Abbs*** |
Vice President Tax |
None |
Timothy I. Barrett** |
Vice President |
None |
Gina DiChiara* |
Vice President |
None |
Jill Gill* |
Vice President |
None |
Joanne S. Huber*** |
Vice President Tax |
None |
John E. Lane****** |
Vice President |
None |
Kathleen Geis****** |
Vice President |
None |
Dean M. Steigauf****** |
Vice President |
None |
Donna M. Impagliazzo** |
Vice President Compliance and Anti-Money Laundering Officer |
None |
Edward A. Markward* |
Vice President Compliance |
None |
Anthony Nunez* |
Vice President Finance |
None |
Claudine Orloski*** |
Vice President Tax |
None |
William Schalda* |
Vice President |
None |
John Shea* |
Vice President Finance |
None |
Christopher A. Stallone** |
Vice President |
None |
Susan Verbil* |
Vice President Finance |
None |
William Verity* |
Vice President Finance |
None |
James Windels* |
Vice President |
Treasurer |
James Bitetto* |
Assistant Secretary |
Vice President and |
James D. Muir* |
Assistant Secretary |
None |
Barbara J. Parrish*** |
Assistant Secretary |
None |
(b) |
||
Name and principal
|
Positions and offices with the Distributor |
Positions and Offices with Registrant |
Cristina Rice*** |
Assistant Secretary |
None |
* |
Principal business address is 200 Park Avenue, New York, NY 10166. |
** |
Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144. |
*** |
Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258. |
**** |
Principal business address is One Boston Place, Boston, MA 02108. |
***** |
Principal business address is 50 Fremont Street, Suite 3900, San Francisco, CA 94104. |
****** |
Principal business address is 101 Barclay Street, New York 10286. |
Item 33. Location of Accounts and Records
1. The Bank of
New York Mellon
One Wall Street
New York, New
York 10286
2. The Bank of New
York Mellon
One
Mellon Bank Center
Pittsburgh,
Pennsylvania 15258
3. DST Systems, Inc.
1055 Broadway
Kansas
City, MO 64105
4. The Dreyfus Corporation
200 Park Avenue
New
York, New York 10166
Item 34. Management Services
Not Applicable
Item 35. Undertakings
None
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, Strategic Funds, Inc., has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York on the 16th day of March 2012.
Strategic Funds, Inc.
BY: |
/s/ Bradley J. Skapyak* |
Bradley J. Skapyak, PRESIDENT |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signatures |
Title |
Date | ||
/s/ Bradley J. Skapyak* |
President (Principal Executive Officer) |
03/16/2012 | ||
Bradley J. Skapyak |
||||
/s/ James Windels* |
Treasurer (Principal Financial |
03/16/2012 | ||
James Windels |
||||
/s/ Joseph S. DiMartino* |
Chairman of the Board |
03/16/2012 | ||
Joseph S. DiMartino |
||||
/s/ David W. Burke* |
Board Member |
03/16/2012 | ||
David W. Burke |
||||
/s/ William Hodding Carter III* |
Board Member |
03/16/2012 | ||
William Hodding Carter III |
||||
/s/ Gordon J. Davis* |
Board Member |
03/16/2012 | ||
Gordon J. Davis |
||||
/s/ Joni Evans* |
Board Member |
03/16/2012 | ||
Joni Evans |
||||
/s/ Ehud Houminer* |
Board Member |
03/16/2012 | ||
Ehud Houminer |
||||
/s/ Richard C. Leone* |
Board Member |
03/16/2012 | ||
Richard C. Leone |
/s/ Hans C. Mautner* |
Board Member |
03/16/2012 |
||
Hans C. Mautner |
||||
/s/ Robin A. Melvin* |
Board Member |
03/16/2012 |
||
Robin A. Melvin |
||||
/s/ Burton N. Wallack* |
Board Member |
03/16/2012 |
||
Burton N. Wallack |
||||
/s/ John E. Zuccotti* |
Board Member |
03/16/2012 |
||
John E. Zuccotti |
*BY: |
/s/ John B. Hammalian |
John
B. Hammalian, |
INDEX OF EXHIBITS
_________________________
Exhibits
(n) |
Rule 18F-3 Plan |
THE DREYFUS FAMILY OF FUNDS
(Dreyfus Family of Funds—Funds Included on Schedule A)
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"), requires that the Board of an investment company desiring to offer multiple classes pursuant to said Rule adopt a plan setting forth the separate arrangement and expense allocation of each class, and any related conversion features or exchange privileges.
The Board, including a majority of the non-interested Board members, of each of the investment companies, or series thereof, listed on Schedule A attached hereto, as such Schedule may be revised from time to time (each, a "Fund"), which desires to offer multiple classes has determined that the following plan is in the best interests of each class individually and each Fund as a whole:
Class C shares shall not be subject to a front-end sales charge, but shall be subject to a CDSC and shall be charged an annual distribution fee under a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The amount of and provisions relating to the CDSC, and the amount of the fees under the Distribution Plan pertaining to the Class C shares, are set forth on Schedule C hereto.
NY 70146437v69
Class I shares shall be offered at net asset value only to (i) bank trust departments, trust companies and insurance companies that have entered into agreements with the Fund's Distributor to offer Class I shares to their clients, (ii) institutional investors acting in a fiduciary, advisory, agency, custodial or similar capacity for qualified or non-qualified employee benefit plans, including pension, profit-sharing and other deferred compensation plans, whether established by corporations, partnerships, non-profit entities, trade or labor unions, or state and local governments ("Retirement Plans"), and IRAs set up under Simplified Employee Pension Plans ("SEP-IRAs"), but not including IRAs or IRA "Rollover Accounts" (Class I shares may be purchased for a Retirement Plan or SEP-IRA only by a custodian, trustee, investment manager or other entity authorized to act on behalf of such Retirement Plan or SEP-IRA that has entered into an agreement with the Fund's Distributor to offer Class I shares to such Retirement Plan or SEP-IRA), (iii) law firms or attorneys acting as trustees or executors/administrators, (iv) foundations and endowments that make an initial investment in the Fund of at least $1 million, (v) sponsors of college savings plans that qualify for tax-exempt treatment under Section 529 of the Internal Revenue Code of 1986, as amended (the "Code"), that maintain an omnibus account with the Fund and do not require shareholder tax reporting or 529 account support responsibilities from the Fund's Distributor, (vi) advisory fee-based accounts offered through financial intermediaries who, depending on the structure of the selected advisory platform, make Class I shares available, (vii) certain institutional clients of an investment advisory subsidiary of The Bank of New York Mellon Corporation approved by The Dreyfus Corporation, and (viii) with respect to Class I shares of those Funds indicated on Schedule A hereto, certain funds in the Dreyfus Family of Funds, series of BNY Mellon Funds Trust and unaffiliated investment companies approved by the Fund's Distributor.
Class A and Class C shares shall be subject to an annual service fee at the rate of ..25% of the value of the average daily net assets of such Class pursuant to a Shareholder Services Plan.
-2-
NY 70146437v69
Class J shares shall be offered at net asset value only to certain shareholders as set forth on Schedule A hereto.
Class Z shares shall be offered at net asset value only to certain shareholders as set forth on Schedule A hereto. Class Z shares shall be subject to an annual service fee at the rate of up to .25% of the value of the average daily net assets of such Class pursuant to a Shareholder Services Plan.
Amended as of: March 13, 2012
-3-
NY 70146437v69
SCHEDULE A
Name of Fund |
Date Plan Adopted |
|
|
Advantage Funds, Inc. |
February 25, 1999 |
|
(Revised as of March 13, 2012) |
--Dreyfus International Value Fund† |
|
--Dreyfus Strategic Value Fund† |
|
--Dreyfus Structured Midcap Fund†† |
|
--Dreyfus Technology Growth Fund†† |
|
--Dreyfus Total Return Advantage Fund*† |
|
--Global Alpha Fund*† |
|
--Dreyfus Global Absolute Return Fund*† |
|
--Dreyfus Opportunistic Midcap Value Fund*† |
|
--Dreyfus Global Real Return Fund*††† |
|
--Dreyfus Global Dynamic Bond Fund*† |
|
--Dreyfus Total Emerging Markets Fund*† |
|
--Dreyfus Opportunistic U.S. Stock Fund*† |
|
|
|
Dreyfus Dynamic Alternatives Fund, Inc.*†† |
March 3, 2010 |
|
(Revised as of July 15, 2011) |
|
|
Dreyfus International Funds, Inc. |
September 9, 2002 |
|
(Revised as of March 13, 2012) |
--Dreyfus Emerging Markets Fund† |
|
--Dreyfus Brazil Equity Fund*† |
|
|
|
Dreyfus Investment Funds |
December 3, 2008 |
|
(Revised as of July 15, 2011) |
--Dreyfus/Newton International Equity Fund*††††‡ |
|
--Dreyfus/The Boston Company Emerging Markets Core Equity Fund*†‡ |
|
--Dreyfus/The Boston Company Large Cap Core Fund*†‡ |
|
--Dreyfus/The Boston Company Small/Mid Cap Growth Fund*†‡ |
|
--Dreyfus/Standish Intermediate Tax Exempt |
|
--Dreyfus/Standish Global Fixed Income Fund*††‡ |
|
|
|
Dreyfus Investment Grade Funds, Inc. |
October 18, 2007 |
|
(Revised as of March 13, 2012) |
--Dreyfus Intermediate Term Income Fund†† |
|
|
|
A-1
NY 70146437v69
SCHEDULE A (continued)
Name of Fund |
Date Plan Adopted |
|
|
Dreyfus Manager Funds I |
November 17, 2003 |
|
(Revised as of March 13, 2012) |
--Dreyfus MidCap Core Fund† |
|
|
|
Dreyfus Manager Funds II |
October 14, 2003 |
|
(Revised as of March 13, 2012) |
--Dreyfus Balanced Opportunity Fund**#†† |
|
|
|
Dreyfus Opportunity Funds |
April 17, 2000 |
|
(Revised as of March 13, 2012) |
--Dreyfus Natural Resources Fund† |
|
--Dreyfus Global Sustainability Fund*† |
|
|
|
Dreyfus Premier Investment Funds, Inc. |
April 24, 1995 |
|
(Revised as of March 13, 2012) |
--Dreyfus Greater China Fund†† |
|
--Dreyfus India Fund*† |
|
--Dreyfus Emerging Asia Fund*† |
|
--Dreyfus Diversified International Fund* |
|
--Dreyfus Global Real Estate Securities Fund*††† |
|
--Dreyfus Large Cap Equity Fund*†† |
|
--Dreyfus Large Cap Growth Fund*†† |
|
--Dreyfus Satellite Alpha Fund* |
|
--Dreyfus Diversified Large Cap Fund* |
|
|
|
Dreyfus Premier Worldwide Growth Fund, Inc. |
April 12, 1995 |
|
(Revised as of March 13, 2012) |
--Dreyfus Worldwide Growth Fund† |
|
|
|
Dreyfus Stock Funds |
January 27, 2003 |
|
(Revised as of March 13, 2012) |
--Dreyfus International Equity Fund† |
|
--Dreyfus Small Cap Equity Fund†† |
|
|
|
Dreyfus Research Growth Fund, Inc.*##††† |
July 15, 2008 |
|
(Revised as of March 19, 2012) |
A-2
NY 70146437v69
SCHEDULE A (continued)
Name of Fund |
Date Plan Adopted |
|
|
The Dreyfus/Laurel Funds Trust |
December 20, 2005 |
|
(Revised as of July 15, 2011) |
--Dreyfus International Bond Fund*† |
|
--Dreyfus Equity Income Fund*†† |
|
--Dreyfus Global Equity Income Fund*† |
|
--Dreyfus Emerging Markets Debt |
|
|
|
The Dreyfus/Laurel Funds, Inc. |
April 20, 2006 |
|
(Revised as of July 15, 2011) |
--Dreyfus Opportunistic Fixed Income Fund*† |
|
|
|
Strategic Funds, Inc. |
September 17, 2002 |
|
(Revised as of March 19, 2012) |
--Dreyfus Active MidCap Fund†† |
|
--Global Stock Fund*††† |
|
--International Stock Fund*††† |
|
--Dreyfus U.S. Equity Fund*††† |
|
--Dreyfus Select Managers Small Cap Value Fund*†††† |
|
--Dreyfus Select Managers Small Cap Growth Fund*†††† |
|
|
|
|
|
________________________
* Class A, Class C and Class I only.
** The Fund also offers Class J shares only to shareholders who received Class J shares in exchange for shares of its predecessor fund as a result of the reorganization of such fund.
† The Fund offers Class I shares to certain funds in the Dreyfus Family of Funds and unaffiliated investment companies approved by the Fund's Distributor.
†† The Fund offers Class I shares to unaffiliated investment companies approved by the Fund's Distributor.
††† The Fund offers Class I shares to certain funds in the Dreyfus Family of Funds, series of BNY Mellon Funds Trust and unaffiliated investment companies approved by the Fund's Distributor.
†††† The Fund offers Class I shares to series of BNY Mellon Funds Trust and unaffiliated investment companies approved by the Fund's Distributor.
‡ Class I shares of the Fund are subject to an administrative services fee of up to .15% payable to certain financial intermediaries, including affiliates, who provide sub-administration, recordkeeping and/or sub-transfer agency services to beneficial owners of the Fund's Class I shares.
# The Fund also offers Class Z shares only to shareholders who received Class Z shares in exchange for their shares of Dreyfus Balanced Fund, Inc. as a result of the reorganization of such fund and who continue to maintain accounts with the Fund at the time of purchase. In addition, certain broker-dealers and other financial institutions maintaining accounts with Dreyfus Balanced Fund, Inc. at the time of the reorganization of such fund may open new accounts in Class Z shares of the Fund on behalf of qualified retirement plans and wrap accounts or similar programs.
## The Fund also offers Class Z shares only to shareholders of the Fund with Fund accounts that existed on September 30, 2008 (the date of the implementation of the Fund's multiple class distribution structure) and who continue to maintain accounts with the Fund at the time of purchase. In addition, certain broker-dealers and other financial institutions maintaining accounts with the Fund at that time may open new accounts in Class Z shares of the Fund on behalf of qualified retirement plans and wrap accounts or similar programs.
A-3
NY 70146437v69
SCHEDULE B
Front-End Sales Charge--Class A Shares--Effective December 1, 1996, the public offering price for Class A shares, except as set forth below, shall be the net asset value per share of Class A plus a sales load as shown below:
|
Total Sales Load |
||
Amount of Transaction |
As a % of offering price per share |
|
As a % of net asset value per share |
Less than $50,000..................................................... |
5.75 |
|
6.10 |
$50,000 to less than $100,000................................... |
4.50 |
|
4.70 |
$100,000 to less than $250,000................................. |
3.50 |
|
3.60 |
$250,000 to less than $500,000................................. |
2.50 |
|
2.60 |
$500,000 to less than $1,000,000.............................. |
2.00 |
|
2.00 |
$1,000,000 or more................................................... |
-0- |
|
-0- |
Front-End Sales Charge--Class A Shares--Shareholders Beneficially Owning Class A Shares on November 30, 1996 and Class A Shares of Dreyfus International Bond Fund, Dreyfus Total Return Advantage Fund, Dreyfus Intermediate Term Income Fund, Dreyfus Emerging Markets Debt Local Currency Fund, Dreyfus/Standish Intermediate Tax Exempt Bond Fund, Dreyfus/Standish Global Fixed Income Fund and Dreyfus Opportunistic Fixed Income Fund--For shareholders who beneficially owned Class A shares of a Fund on November 30, 1996 and for Class A shares of Dreyfus International Bond Fund, Dreyfus Total Return Advantage Fund, Dreyfus Intermediate Term Income Fund, Dreyfus Emerging Markets Debt Local Currency Fund, Dreyfus/Standish Intermediate Tax Exempt Bond Fund, Dreyfus/Standish Global Fixed Income Fund and Dreyfus Opportunistic Fixed Income Fund, the public offering price for Class A shares of such Funds, except as set forth below, shall be the net asset value per share of Class A plus a sales load as shown below:
|
Total Sales Load |
||
Amount of Transaction |
As a % of offering price per share |
|
As a % of net asset value per share |
Less than $50,000..................................................... |
4.50 |
|
4.70 |
$50,000 to less than $100,000................................... |
4.00 |
|
4.20 |
$100,000 to less than $250,000................................. |
3.00 |
|
3.10 |
$250,000 to less than $500,000................................. |
2.50 |
|
2.60 |
$500,000 to less than $1,000,000.............................. |
2.00 |
|
2.00 |
$1,000,000 or more................................................... |
-0- |
|
-0- |
B-1
NY 70146437v69
SCHEDULE B (continued)
Front-End Sales Charge--Class A Shares of Dreyfus Active MidCap Fund Only--For shareholders who beneficially owned Class A shares of Dreyfus Premier Aggressive Growth Fund on December 31, 1995* and who received Class A shares of Dreyfus Active MidCap Fund (formerly, Dreyfus New Leaders Fund) as a result of the merger of such fund into Dreyfus Active MidCap Fund on March 28, 2003, the public offering price for Class A shares of Dreyfus New Leaders Fund (for as long as the shareholder's account is open) shall be the net asset value per share of Class A plus a sales load as shown below:
|
Total Sales Load |
||
Amount of Transaction |
As a % of offering price per share |
|
As a % of net asset value per share |
Less than $100,000................................................... |
3.00 |
|
3.10 |
$100,000 to less than $250,000................................. |
2.75 |
|
2.80 |
$250,000 to less than $500,000................................. |
2.25 |
|
2.30 |
$500,000 to less than $1,000,000.............................. |
2.00 |
|
2.00 |
$1,000,000 or more................................................... |
-0- |
|
-0- |
|
|
|
|
* At a meeting held on March 7, 2003, shareholders of Dreyfus Premier Aggressive Growth Fund voted to merge such Fund into Dreyfus Active MidCap Fund (formerly, Dreyfus New Leaders Fund). In addition, at a meeting held on December 16, 1996, shareholders of Dreyfus Premier Strategic Growth Fund voted to merge such Fund into Dreyfus Premier Aggressive Growth Fund. Shareholders of Dreyfus Premier Aggressive Growth Fund who received Class A shares of Dreyfus Active MidCap Fund and shareholders of Dreyfus Premier Strategic Growth Fund who received Class A shares of Dreyfus Premier Aggressive Growth Fund in the respective merger are deemed to have beneficially owned such shares as of the date they beneficially owned Class A shares of the merging Fund for purposes of the front-end sales charge applicable to purchases of Class A shares of Dreyfus Active MidCap Fund by such former shareholders of Dreyfus Premier Aggressive Growth Fund.
B-2
NY 70146437v69
SCHEDULE B (continued)
Front-End Sales Charge--Class A Shares--Shareholders Who Received Class A Shares of a Fund in Exchange for Class T Shares of the Fund on February 4, 2009--For shareholders who received Class A shares of a Fund in exchange for Class T shares of the Fund on February 4, 2009, the public offering price for Class A shares of such Fund, except as set forth below, shall be the net asset value per share of Class A plus a sales load as shown below:
|
Total Sales Load |
||
Amount of Transaction |
As a % of offering price per share |
|
As a % of net asset value per share |
Less than $50,000..................................................... |
4.50 |
|
4.70 |
$50,000 to less than $100,000................................... |
4.00 |
|
4.20 |
$100,000 to less than $250,000................................. |
3.00 |
|
3.10 |
$250,000 to less than $500,000................................. |
2.00 |
|
2.00 |
$500,000 to less than $1,000,000.............................. |
1.50 |
|
1.50 |
$1,000,000 or more................................................... |
-0- |
|
-0- |
Contingent Deferred Sales Charge--Class A Shares--A CDSC of 1.00% shall be assessed, except as set forth below, at the time of redemption of Class A shares purchased without an initial sales charge as part of an investment of at least $1,000,000 and redeemed within one year of purchase. The terms contained in Schedule C pertaining to the CDSC assessed on redemptions of Class C shares, including the provisions for waiving the CDSC, shall be applicable to the Class A shares subject to a CDSC. Letter of Intent and Right of Accumulation, to the extent offered, shall apply to purchases of Class A shares subject to a CDSC.
Class A Shares of Dreyfus Technology Growth Fund, Dreyfus Strategic Value Fund, Dreyfus Emerging Markets Fund, Dreyfus International Value Fund, Dreyfus Active MidCap Fund (formerly, Dreyfus New Leaders Fund), Dreyfus Intermediate Term Income Fund and Dreyfus Opportunistic Midcap Value Fund Only--Shareholders beneficially owning Class A shares of Dreyfus Technology Growth Fund on April 15, 1999, Dreyfus Strategic Value Fund on May 31, 2001, Dreyfus Emerging Markets Fund on November 11, 2002, Dreyfus International Value Fund on November 14, 2002, Dreyfus New Leaders Fund, Inc. on November 25, 2002, Dreyfus Intermediate Term Income Fund on May 13, 2008 and Dreyfus Opportunistic Midcap Value Fund on May 29, 2008, may purchase Class A shares of such Fund at net asset value without a front-end sales charge and redeem Class A shares of such Fund without imposition of a CDSC.
Shareholders of Dreyfus Aggressive Growth Fund who received Class A shares of Dreyfus Active MidCap Fund (formerly, Dreyfus New Leaders Fund) as a result of the merger of such fund into Dreyfus Active MidCap Fund on March 28, 2003 may purchase Class A shares of Dreyfus Active MidCap Fund at net asset value without a front-end sales charge and redeem Class A shares of Dreyfus Active MidCap Fund without imposition of a CDSC for as long as the shareholder's account is open.
B-3
NY 70146437v69
SCHEDULE B (continued)
Shareholders of Dreyfus Large Company Value Fund who received Class A shares of Dreyfus Strategic Value Fund as a result of the merger of such fund into Dreyfus Strategic Value Fund on April 18, 2005 may purchase Class A shares of Dreyfus Strategic Value Fund at net asset value without a front-end sales charge and redeem Class A shares of Dreyfus Strategic Value Fund without imposition of a CDSC for as long as the shareholder's account is open.
Shareholders beneficially owning Class A shares of Dreyfus Premier Core Bond Fund on February 29, 2000 who received Class A shares of Dreyfus Intermediate Term Income Fund as a result of the merger of such fund into Dreyfus Intermediate Term Income Fund on May 15, 2008 may purchase Class A shares of Dreyfus Intermediate Term Income Fund at net asset value without a front-end sales charge and redeem Class A shares of Dreyfus Intermediate Term Income Fund without imposition of a CDSC for as long as the shareholder's account is open.
Shareholders of Dreyfus A Bonds Plus, Inc. who received Class A shares of Dreyfus Intermediate Term Income Fund as a result of the merger of such fund into Dreyfus Intermediate Term Income Fund on May 14, 2008 may purchase Class A shares of Dreyfus Intermediate Term Income Fund at net asset value without a front-end sales charge and redeem Class A shares of Dreyfus Intermediate Term Income Fund without imposition of a CDSC for as long as the shareholder's account is open.
B-4
NY 70146437v69
SCHEDULE C
Contingent Deferred Sales Charge--Class C Shares--A CDSC of 1.00% payable to the Fund's Distributor shall be imposed on any redemption of Class C shares within one year of the date of purchase. No CDSC shall be imposed to the extent that the net asset value of the Class C shares redeemed does not exceed (i) the current net asset value of Class C shares of the Fund acquired through reinvestment of Fund dividends or capital gain distributions, plus (ii) increases in the net asset value of the shareholder's Class C shares above the dollar amount of all payments for the purchase of Class C shares of the Fund held by such shareholder at the time of redemption.
If the aggregate value of the Class C shares redeemed has declined below their original cost as a result of the Fund's performance, a CDSC may be applied to the then-current net asset value rather than the purchase price.
In determining whether a CDSC is applicable to a redemption, the calculation shall be made in a manner that results in the lowest possible rate. Therefore, it shall be assumed that the redemption is made first of amounts representing Class C shares of the Fund acquired pursuant to the reinvestment of Fund dividends and distributions; then of amounts representing the increase in net asset value of Class C shares above the total amount of payments for the purchase of Class C shares made during the preceding year; and finally, of amounts representing the cost of Class C shares held for the longest period of time.
Waiver of CDSC--The CDSC shall be waived in connection with (a) redemptions made within one year after the death or disability, as defined in Section 72(m)(7) of the Code, of the shareholder, (b) redemptions by employees participating in qualified or non-qualified employee benefit plans or other programs, (c) redemptions as a result of a combination of any investment company with the Fund by merger, acquisition of assets or otherwise, (d) a distribution following retirement under a tax-deferred retirement plan or upon attaining age 70-1/2 in the case of an IRA or Keogh plan or custodial account pursuant to Section 403(b) of the Code, and (e) redemptions pursuant to any systematic withdrawal plan as described in the Fund's prospectus. Any Fund shares subject to a CDSC which were purchased prior to the termination of such waiver shall have the CDSC waived as provided in the Fund's prospectus at the time of the purchase of such shares.
Amount of Distribution Plan Fees--Class C Shares--.75 of 1% of the value of the average daily net assets of Class C.