POS EX

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 toRule 462(d).

Explanatory Note

This Post-Effective Amendment consists of the following:

1. Facing sheet of the Registration Statement.
2. Part C to the Registration Statement (including signature page).
3. Exhibit (n) to Item 28 to the Registration Statement.

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 With Dreyfus	Other Businesses	Position Held	Dates
Jonathan Baum Chief Executive Officer and Chair of the Board	MBSC Securities Corporation++	Chief Executive Officer Chairman of the Board	3/08 - Present 3/08 - Present
J. Charles Cardona President and Director	MBSC Securities Corporation++	Director Executive Vice President	6/07 – Present 6/07 - Present
	Universal Liquidity Funds plc+	Director	4/06 - Present
Diane P. Durnin Vice Chair and Director	None
Robert G. Capone Director	MBSC Securities Corporation++	Executive Vice President Director	4/07 - Present 4/07 - Present
	The Bank of New York Mellon*****	Vice President	2/06 - Present
Mitchell E. Harris Director	Standish Mellon Asset Management Company LLC Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	Chairman Chief Executive Officer Member, Board of Managers	2/05 – Present 8/04 – Present 10/04 - Present

Name and Position With Dreyfus	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 Mellon Financial Center 201 Washington Street Boston, MA 02108-4408	President Manager	12/05 - Present 12/05 - Present
	Palomar Management London, England	Director	12/97 - Present
	Palomar Management Holdings Limited London, England	Director	12/97 - Present
	Pareto Investment Management Limited London, England	Director	9/04 - Present
Christopher E. Sheldon Chief Investment Officer, Executive Vice President and Director	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 Chief Operating Officer and Director	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 5/10 - 5/11

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
Dwight Jacobsen Executive Vice President and Director	MBSC Securities Corporation++	Executive Vice President Director	6/08 – Present 6/08 – Present
Patrice M. Kozlowski Senior Vice President – Corporate Communications	None
Gary Pierce Controller	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 Chief Financial Officer	6/07 – Present 6/07 - Present
	Founders Asset Management, LLC****	Assistant Treasurer	7/06 - 12/09
	Dreyfus Consumer Credit Corporation ++	Treasurer	7/05 - 8/10
	Dreyfus Transfer, Inc. ++	Chief Financial Officer Treasurer	7/05 - Present 5/11- Present
	Dreyfus Service Organization, Inc.++	Treasurer	7/05 – Present
	Seven Six Seven Agency, Inc. ++	Treasurer	4/99 - Present
Joseph W. Connolly Chief Compliance Officer	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 With Dreyfus	Other Businesses	Position Held	Dates
Christopher O'Connor Chief Administrative Officer	MBSC Securities Corporation++	Executive Vice President Senior Vice President	12/11 – Present 5/06 – 12/11
Gary E. Abbs Vice President – Tax	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 President	1/09 – 8/10 1/09 – 8/10
	MBSC Securities Corporation++	Vice President – Tax	1/09 - Present
Jill Gill Vice President – Human Resources	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 Vice President – Tax	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 Vice President – Information Systems	None
John E. Lane Vice President	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 With Dreyfus	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 65 LaSalle Road West Hartford, CT 06107	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 With Dreyfus	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 Vice President	BNY Mellon, National Association+	Managing Director	7/09 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	BNY Mellon Distributors Holdings, Inc. +	Vice President - Real Estate	7/11 - Present
	BNY Mellon Investment Servicing (US) Inc. +	Vice President - Real Estate	7/11 - Present
	BNY Mellon Performance & Risk Analytics, LLC+	Vice President - Real Estate	7/11 - Present
	BNY Mellon Trust Company of Illinois+	Vice President - Real Estate	7/11 - Present
	BNY Mellon Trust of Delaware+	Vice President - Real Estate	7/11 - Present
	Eagle Investment Systems LLC+	Vice President - Real Estate	7/11 - Present
	Ivy Asset Management LLC+	Vice President - Real Estate	7/11 - Present
	Mellon Capital Management Corporation***	Vice President - Real Estate	7/11 - Present
	Mellon Financial Services Corporation #1+	Vice President - Real Estate	7/11 - Present
	Mellon Holdings LLC+	Vice President - Real Estate	7/11 - Present
	Mellon Investor Services LLC+	Vice President - Real Estate	7/11 - Present
	Pareto New York LLC*****	Vice President - Real Estate	7/11 - Present
	SourceNet Solutions, Inc. +	Vice President - Real Estate	7/11 - Present
	Technology Services Group, Inc. +	Vice President - Real Estate	7/11 - Present
	Tennessee Processing Center LLC+	Vice President - Real Estate	7/11 - Present
	The Bank of New York Mellon Trust Company, National Association+	Vice President - Real Estate	7/11 - Present
	Alcentra US, Inc. ++	Vice President - Real Estate	7/11 - Present
	BNY Mellon Capital Markets LLC++	Vice President - Real Estate	7/11 - Present
	Pershing LLC*****	Vice President - Real Estate	7/11 - Present
	The Bank of New York Mellon+	Managing Director	7/09 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	MBNA Institutional PA Services, LLC+	Managing Director Senior Vice President	7/09 - Present 10/06 - 7/09
Dean M. Steigauf Vice President	BNY Mellon, National Association+	Vice President	7/09 - Present
	BNY Mellon Distributors Holdings, Inc. +	Vice President - Real Estate	7/11 - Present
	BNY Mellon Investment Servicing (US) Inc. +	Vice President - Real Estate	7/11 - Present
	BNY Mellon Performance & Risk Analytics, LLC+	Vice President - Real Estate	7/11 - Present
	BNY Mellon Trust Company of Illinois+	Vice President - Real Estate	7/11 - Present
	BNY Mellon Trust of Delaware+	Vice President - Real Estate	7/11 - Present
	Eagle Investment Systems LLC+	Vice President - Real Estate	7/11 - Present
	Ivy Asset Management LLC+	Vice President - Real Estate	7/11 - Present
	Mellon Capital Management Corporation***	Vice President - Real Estate	7/11 - Present
	Mellon Financial Services Corporation #1+	Vice President - Real Estate	7/11 - Present
	Mellon Holdings LLC+	Vice President - Real Estate	7/11 - Present
	Mellon Investor Services LLC+	Vice President - Real Estate	7/11 - Present
	Pareto New York LLC*****	Vice President - Real Estate	7/11 - Present
	SourceNet Solutions, Inc. +	Vice President - Real Estate	7/11 - Present
	Technology Services Group, Inc. +	Vice President - Real Estate	7/11 - Present
	Tennessee Processing Center LLC+	Vice President - Real Estate	7/11 - Present
	The Bank of New York Mellon Trust Company, National Association+	Vice President - Real Estate	7/11 - Present

Name and Position With Dreyfus	Other Businesses	Position Held	Dates
	Alcentra US, Inc. ++	Vice President - Real Estate	7/11 - Present
	BNY Mellon Capital Markets LLC++	Vice President - Real Estate	7/11 - Present
	Pershing LLC*****	Vice President - Real Estate	7/11 - Present
	The Bank of New York Mellon+	Vice President	12/02 - Present
James Bitetto Secretary	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 Business address	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 Business address	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 Assistant Secretary
James D. Muir*	Assistant Secretary	None
Barbara J. Parrish***	Assistant Secretary	None

(b)
Name and principal Business address	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 and Accounting Officer)	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, Attorney-in-Fact

INDEX OF EXHIBITS

_________________________

Exhibits

(n) Rule 18F-3 Plan

EX-99.77O RULE 10F-3

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:

1.Class Designation:  Fund shares shall be divided, except as otherwise noted on Schedule A, into Class A, Class C and Class I and, if indicated on Schedule A hereto, Class J and Class Z.

2.Differences in Services:  The services offered to shareholders of each Class, unless otherwise noted on Schedule A, shall be substantially the same, except that Right of Accumulation, Letter of Intent and Reinvestment Privilege shall be available only to holders of Class A shares, and Dreyfus Express^® services shall be available only to holders of Class Z shares.

3.Differences in Distribution Arrangements:  Class A shares shall be offered with a front-end sales charge, as such term is defined under the Conduct Rules of the Financial Industry Regulatory Authority (the "FINRA Conduct Rules"), and a deferred sales charge (a "CDSC"), as such term is defined under the FINRA Conduct Rules, may be assessed on certain redemptions of Class A shares, including Class A shares purchased without an initial sales charge as part of an investment of $1 million or more.  The amount of the sales charge and the amount of and provisions relating to the CDSC pertaining to the Class A shares are set forth on Schedule B hereto.

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.

4.Expense Allocation:  The following expenses shall be allocated, to the extent practicable, on a Class-by-Class basis:  (a) fees under a Distribution Plan and Shareholder Services Plan; (b) printing and postage expenses related to preparing and distributing materials, such as shareholder reports, prospectuses and proxies, to current shareholders of a specific Class; (c) Securities and Exchange Commission and Blue Sky registration fees incurred by a specific Class; (d) the expense of administrative personnel and services as required to support the shareholders of a specific Class; (e) litigation or other legal expenses relating solely to a specific Class; (f) transfer agent fees identified by the Fund's transfer agent as being attributable to a specific Class; and (g) Board members' fees incurred as a result of issues relating to a specific Class.

5.Conversion Features:  No Class shall be subject to any automatic conversion feature.

6.Exchange Privileges:  Shares of a Class shall be exchangeable only for (a) shares of the same Class of other investment companies managed or administered by The Dreyfus Corporation or its affiliates as specified from time to time and (b) shares of certain other Classes of such investment companies or shares of certain other investment companies as specified from time to time.

Amended as of:  March 13, 2012

-3-

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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 Bond Fund*††‡
--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 Local Currency Fund*†††
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-

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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.