UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number | 811-3081 | |||||
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| Dreyfus Appreciation Fund, Inc. |
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| (Exact name of Registrant as specified in charter) |
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c/o The Dreyfus Corporation 200 Park Avenue New York, New York 10166 |
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| (Address of principal executive offices) (Zip code) |
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| Janette E. Farragher, Esq. 200 Park Avenue New York, New York 10 166 |
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| (Name and address of agent for service) |
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Registrant's telephone number, including area code: | (212) 922-6000 | |||||
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Date of fiscal year end:
| 12/31 |
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Date of reporting period: | 12/31/11 |
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| Dreyfus |
| Appreciation Fund, Inc. |
ANNUAL REPORT December 31, 2011
Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.dreyfus.com and sign up for Dreyfus eCommunications. It’s simple and only takes a few minutes.
The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.
| Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents | |
THE FUND | |
| 2 | A Letter from the Chairman and CEO |
| 3 | Discussion of Fund Performance |
| 6 | Fund Performance |
| 7 | Understanding Your Fund’s Expenses |
| 7 | Comparing Your Fund’s Expenses With Those of Other Funds |
| 8 | Statement of Investments |
| 11 | Statement of Assets and Liabilities |
| 12 | Statement of Operations |
| 13 | Statement of Changes in Net Assets |
| 14 | Financial Highlights |
| 15 | Notes to Financial Statements |
| 25 | Report of Independent Registered Public Accounting Firm |
| 26 | Important Tax Information |
| 27 | Information About the Renewal of the Fund’s Investment Advisory and Sub-Investment Advisory Agreements |
| 32 | Board Members Information |
| 34 | Officers of the Fund |
FOR MORE INFORMATION | |
Back Cover |
Dreyfus Appreciation Fund, Inc.
The Fund
A LETTER FROM THE CHAIRMAN AND CEO
Dear Shareholder:
We present to you this annual report for Dreyfus Appreciation Fund, Inc., covering the 12-month period from January 1, 2011, through December 31, 2011. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.
The generally mild returns produced by the U.S. stock market in 2011 belie the pronounced volatility affecting equities over much of the year. Day-to-day market movements were often tumultuous, driven by macroeconomic developments ranging from catastrophic natural disasters in Japan to an unprecedented downgrade of long-term U.S. debt securities and the resurgence of a sovereign debt crisis in Europe. Still, U.S. corporations achieved record-setting profits, on average, even as market valuations dropped below historical norms.A fundamentals-based investment approach proved relatively ineffective in a market fueled mainly by emotion, causing most active portfolio managers to lag market averages.
We are hopeful that equity investors will adopt a more rational perspective in 2012. Our economic forecast calls for a mild acceleration of the U.S. recovery as the domestic banking system regains strength, credit conditions loosen and housing markets begin a long-awaited convalescence. Of course, we encourage you to talk with your financial adviser to help ensure that your investment objectives are properly aligned with your risk tolerance in pursuing potential market opportunities in 2012.
Thank you for your continued confidence and support.
Jonathan R. Baum
Chairman and Chief Executive Officer
The Dreyfus Corporation
January 17, 2012
2
DISCUSSION OF FUND PERFORMANCE
For the period of January 1, 2011, through December 31, 2011, as provided by Fayez Sarofim, Portfolio Manager of Fayez Sarofim & Co., Sub-Investment Adviser
Fund and Market Performance Overview
For the 12-month period ended December 31, 2011, Dreyfus Appreciation Fund produced a total return of 7.62%.1 In comparison, the total return of the fund’s benchmark, the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500 Index”), was 2.09% for the same period.2
Macroeconomic disappointments throughout the world weighed on equity markets during much of 2011, but rallies in the first and fourth quarters enabled the S&P 500 Index to end the year in positive territory. The fund produced a higher return than its benchmark as risk-averse investors turned to the kinds of large, multinational companies that the fund favors.
The Fund’s Investment Approach
The fund seeks long-term capital growth consistent with the preservation of capital. Its secondary goal is current income. To pursue these goals, the fund normally invests at least 80% of its assets in common stocks.The fund focuses on blue-chip companies with total market capitalizations of more than $5 billion at the time of purchase, including multinational companies. These are established companies that have demonstrated sustained patterns of profitability, strong balance sheets, an expanding global presence and the potential to achieve predictable, above-average earnings growth.
In choosing stocks, the fund first identifies economic sectors it believes will expand over the next three to five years or longer. Using fundamental analysis, the fund then seeks companies within these sectors that have proven track records and dominant positions in their industries. The fund employs a “buy-and-hold” investment strategy, which generally has resulted in an annual portfolio turnover of below 15%.A low portfolio turnover rate helps reduce the fund’s trading costs and minimizes tax liability by limiting the distribution of capital gains.3
| The Fund | 3 |
DISCUSSION OF FUND PERFORMANCE (continued)
Global Economic Developments Roiled Equity Markets
Improvements in U.S. economic data supported stock prices at the start of 2011, but political unrest in the Middle East and catastrophic natural and nuclear disasters in Japan soon interrupted the rally. Nonetheless, investors continued to look forward to better business conditions, and stocks rebounded from these unexpected shocks by the end of the first quarter.
Investors’ hopes for a more robust recovery were dashed in late April, when Greece appeared headed for default on its sovereign debt and the crisis spread to other European nations. In addition, U.S. economic data proved more disappointing than expected, and investors reacted cautiously to a contentious political debate regarding U.S. government spending and borrowing. Consequently, newly risk-averse investors shifted their focus away from more speculative investments and toward traditionally defensive industries and companies. Market declines were particularly severe in August and September, after a major credit-rating agency downgraded its assessment of long-term U.S. government debt. In contrast, the market rebounded from October through December when U.S. economic data improved and European policymakers made some progress in addressing the region’s problems.
Multinational Leaders Buoyed Fund Performance
In the turbulent market environment, skittish investors flocked to blue-chip companies with generous dividend yields, a presence in global markets and strong balance sheets. The fund particularly benefited from favorable stock selections in the information technology sector, including industry giants Apple and International Business Machines. The fund’s longstanding emphasis on the energy sector proved successful when large integrated oil companies Exxon Mobil, Chevron and ConocoPhillips attracted investors’ attention. Finally, the fund held substantially underweighted exposure to the financials sector, which helped it avoid weakness among banks affected by Europe’s debt crisis and a stricter U.S. regulatory environment.
Other top performers included tobacco producer Philip Morris International, which encountered rising global demand. Casual dining chain McDonald’s also fared well as budget-conscious consumers responded positively to new menu items.
4
Laggards during the reporting period included metals producers Freeport-McMoRan Copper & Gold and Rio Tinto, which suffered amid falling industrial commodity prices.The fund held no exposure to the utilities and telecommunications services sectors, which generally beat market averages despite growth characteristics that did not meet our investment criteria. RetailersWalgreen andTarget stumbled due to a dispute with a major pharmacy benefits manager and sluggish consumer spending, respectively. Banking giant JPMorgan Chase & Co. was hurt by industry-wide concerns stemming from Europe’s debt crisis.
Investors Remain Focused on High-Quality Companies
We expect the global economic rebound to persist fitfully amid significant headwinds, leading us to conclude that investors are likely to continue to favor large, multinational companies with solid business fundamentals and strong income characteristics. Indeed, corporate earnings in 2011 generally remained robust despite the economic downturn, while equity valuations have become more attractive.When adjusting to the changing market environment, we identified a number of new opportunities among multinational companies with healthy balance sheets, ample cash reserves and a presence in growing markets, and we eliminated some of the fund’s older positions to make room for these opportunities.
January 17, 2012
| Equity funds are subject generally to market, market sector, market liquidity, issuer, and investment | |
| style risks, among other factors, to varying degrees, all of which are more fully described in the | |
| fund’s prospectus. | |
| 1 | Total return includes reinvestment of dividends and any capital gains paid. Past performance is no |
| guarantee of future results. Share price and investment return fluctuate such that upon redemption | |
| fund shares may be worth more or less than their original cost. | |
| 2 | SOURCE: LIPPER INC. — Reflects reinvestment of dividends and, where applicable, capital |
| gain distributions.The Standard & Poor’s 500 Composite Stock Price Index is a widely accepted, | |
| unmanaged index of U.S. stock market performance. Investors cannot invest directly in an index. | |
| 3 | Achieving tax efficiency is not a part of the fund’s investment objective, and there can be no |
| guarantee that the fund will achieve any particular level of taxable distributions in future years. In | |
| periods when the manager has to sell significant amounts of securities (e.g., during periods of | |
| significant net redemptions or changes in index components) funds can be expected to be less tax | |
| efficient than during periods of more stable market conditions and asset flows. |
| The Fund | 5 |
| Average Annual Total Returns as of 12/31/11 | ||||||
| 1Year | 5 Years | 10 Years | ||||
| Fund | 7.62% | 1.58% | 3.27% | |||
| Standard & Poor’s 500 | ||||||
| Composite Stock Price Index | 2.09% | –0.25% | 2.92% | |||
| † Source: Lipper Inc. |
| Past performance is not predictive of future performance.The fund’s performance shown in the graph and table does not |
| reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
| The above graph compares a $10,000 investment made in Dreyfus Appreciation Fund, Inc. on 12/31/01 to a |
| $10,000 investment made in the Standard & Poor’s 500 Composite Stock Price Index (the “Index”) on that date.All |
| dividends and capital gain distributions are reinvested. |
| The fund’s performance shown in the line graph takes into account all applicable fees and expenses.The Index is a |
| widely accepted, unmanaged index of U.S. stock market performance. Unlike a mutual fund, the Index is not subject to |
| charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund |
| performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the |
| prospectus and elsewhere in this report. |
6
UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)
As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.
Review your fund’s expenses
The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Appreciation Fund, Inc. from July 1, 2011 to December 31, 2011. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.
Expenses and Value of a $1,000 Investment
assuming actual returns for the six months ended December 31, 2011
| Expenses paid per $1,000† | $ | 4.94 |
| Ending value (after expenses) | $ | 1,001.60 |
COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)
Using the SEC’s method to compare expenses
The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.
Expenses and Value of a $1,000 Investment
assuming a hypothetical 5% annualized return for the six months ended December 31, 2011
| Expenses paid per $1,000† | $ | 4.99 |
| Ending value (after expenses) | $ | 1,020.27 |
† Expenses are equal to the fund’s annualized expense ratio of .98%, multiplied by the average account value over the
period, multiplied by 184/365 (to reflect the one-half year period).
| The Fund | 7 |
| STATEMENT OF INVESTMENTS |
| December 31, 2011 |
| Common Stocks—92.9% | Shares | Value ($) | |
| Consumer Discretionary—10.8% | |||
| Arcos Dorados Holdings, Cl. A | 950,000 | 19,503,500 | |
| McDonald’s | 1,344,700 | 134,913,751 | |
| McGraw-Hill | 657,000 | 29,545,290 | |
| News, Cl. A | 2,212,308 | 39,467,575 | |
| News, Cl. B | 166,900 | 3,034,242 | |
| Target | 1,499,100 | 76,783,902 | |
| Time Warner Cable | 370,000 | 23,520,900 | |
| Wal-Mart Stores | 1,359,100 | 81,219,816 | |
| Walt Disney | 1,200,000 | 45,000,000 | |
| 452,988,976 | |||
| Consumer Staples—25.3% | |||
| Altria Group | 2,923,700 | 86,687,705 | |
| Christian Dior | 293,500 | 34,799,113 | |
| Coca-Cola | 2,800,000 | 195,916,000 | |
| Estee Lauder, Cl. A | 492,900 | 55,362,528 | |
| Green Mountain Coffee Roasters | 325,000 a,b | 14,576,250 | |
| Kraft Foods, Cl. A | 1,200,568 | 44,853,220 | |
| Nestle, ADR | 1,971,150 | 113,755,067 | |
| PepsiCo | 1,009,300 | 66,967,055 | |
| Philip Morris International | 3,093,700 | 242,793,576 | |
| Procter & Gamble | 1,932,300 | 128,903,733 | |
| Walgreen | 1,922,200 | 63,547,932 | |
| Whole Foods Market | 157,500 | 10,958,850 | |
| 1,059,121,029 | |||
| Energy—21.5% | |||
| Apache | 230,000 | 20,833,400 | |
| Chevron | 1,652,400 | 175,815,360 | |
| ConocoPhillips | 1,406,700 | 102,506,229 | |
| Exxon Mobil | 2,758,598 | 233,818,766 | |
| Imperial Oil | 975,000 a | 43,368,000 | |
| Occidental Petroleum | 1,171,600 | 109,778,920 | |
| Royal Dutch Shell, Cl. A, ADR | 1,451,800 | 106,112,062 | |
| Total, ADR | 2,089,900 a | 106,814,789 | |
| 899,047,526 | |||
| Financial—4.6% | |||
| Berkshire Hathaway, Cl. A | 322 b | 36,951,110 |
8
| Common Stocks (continued) | Shares | Value ($) | ||
| Financial (continued) | ||||
| BlackRock | 180,000 | 32,083,200 | ||
| Franklin Resources | 380,000 | 36,502,800 | ||
| HSBC Holdings, ADR | 418,166 | 15,932,125 | ||
| JPMorgan Chase & Co. | 2,208,400 | 73,429,300 | ||
| 194,898,535 | ||||
| Health Care—9.6% | ||||
| Abbott Laboratories | 1,401,300 | 78,795,099 | ||
| Intuitive Surgical | 91,200 b | 42,226,512 | ||
| Johnson & Johnson | 1,815,900 | 119,086,722 | ||
| Medtronic | 709,500 | 27,138,375 | ||
| Merck & Co. | 1,034,000 | 38,981,800 | ||
| Novo Nordisk, ADR | 448,500 | 51,694,110 | ||
| Roche Holding, ADR | 1,058,400 | 45,034,920 | ||
| 402,957,538 | ||||
| Industrial—4.2% | ||||
| Caterpillar | 887,500 | 80,407,500 | ||
| General Electric | 1,877,400 | 33,624,234 | ||
| United Technologies | 826,600 | 60,416,194 | ||
| 174,447,928 | ||||
| Information Technology—11.9% | ||||
| Apple | 509,200b | 206,226,000 | ||
| Automatic Data Processing | 827,800 | 44,709,478 | ||
| Intel | 3,014,500 | 73,101,625 | ||
| International Business Machines | 545,000 | 100,214,600 | ||
| QUALCOMM | 332,000 | 18,160,400 | ||
| Texas Instruments | 1,852,200 | 53,917,542 | ||
| 496,329,645 | ||||
| Materials—5.0% | ||||
| Air Products & Chemicals | 380,000 | 32,372,200 | ||
| Freeport-McMoRan | ||||
| Copper & Gold | 1,781,200 | 65,530,348 | ||
| Praxair | 595,100 | 63,616,190 | ||
| Rio Tinto, ADR | 969,200 a | 47,413,264 | ||
| 208,932,002 | ||||
| Total Common Stocks | ||||
| (cost $2,694,743,581) | 3,888,723,179 | |||
| The Fund | 9 |
STATEMENT OF INVESTMENTS (continued)
| Other Investment—7.0% | Shares | Value ($) | ||
| Registered Investment Company; | ||||
| Dreyfus Institutional Preferred | ||||
| Plus Money Market Fund | ||||
| (cost $291,501,201) | 291,501,201c | 291,501,201 | ||
| Investment of Cash Collateral | ||||
| for Securities Loaned—1.9% | ||||
| Registered Investment Company; | ||||
| Dreyfus Institutional Cash Advantage Fund | ||||
| (cost $79,547,648) | 79,547,648c | 79,547,648 | ||
| Total Investments (cost $3,065,792,430) | 101.8% | 4,259,772,028 | ||
| Liabilities, Less Cash and Receivables | (1.8%) | (76,238,146) | ||
| Net Assets | 100.0% | 4,183,533,882 | ||
| ADR—American Depository Receipts |
| a Security, or portion thereof, on loan.At December 31, 2011, the value of the fund’s securities on loan was |
| $78,156,857 and the value of the collateral held by the fund was $79,547,648. |
| b Non-income producing security. |
| c Investment in affiliated money market mutual fund. |
| Portfolio Summary (Unaudited)† | |||
| Value (%) | Value (%) | ||
| Consumer Staples | 25.3 | Money Market Investments | 8.9 |
| Energy | 21.5 | Materials | 5.0 |
| Information Technology | 11.9 | Financial | 4.6 |
| Consumer Discretionary | 10.8 | Industrial | 4.2 |
| Health Care | 9.6 | 101.8 | |
| † Based on net assets. | |||
| See notes to financial statements. | |||
10
| STATEMENT OF ASSETS AND LIABILITIES |
| December 31, 2011 |
| Cost | Value | ||
| Assets ($): | |||
| Investments in securities—See Statement of Investments (including | |||
| securities on loan, valued at $78,156,857)—Note 1(b): | |||
| Unaffiliated issuers | 2,694,743,581 | 3,888,723,179 | |
| Affiliated issuers | 371,048,849 | 371,048,849 | |
| Cash | 6,766,838 | ||
| Receivable for shares of Common Stock subscribed | 12,174,176 | ||
| Dividends and securities lending income receivable | 9,327,710 | ||
| Prepaid expenses | 307,874 | ||
| 4,288,348,626 | |||
| Liabilities ($): | |||
| Due to The Dreyfus Corporation and affiliates—Note 3(b) | 2,223,242 | ||
| Due to Fayez Sarofim & Co. | 756,263 | ||
| Payable for investment securities purchased | 15,438,937 | ||
| Liability for securities on loan—Note 1(b) | 79,547,648 | ||
| Payable for shares of Common Stock redeemed | 5,977,685 | ||
| Accrued expenses | 870,969 | ||
| 104,814,744 | |||
| Net Assets ($) | 4,183,533,882 | ||
| Composition of Net Assets ($): | |||
| Paid-in capital | 2,994,352,698 | ||
| Accumulated undistributed investment income—net | 589,291 | ||
| Accumulated net realized gain (loss) on investments | (5,387,705) | ||
| Accumulated net unrealized appreciation | |||
| (depreciation) on investments | 1,193,979,598 | ||
| Net Assets ($) | 4,183,533,882 | ||
| Shares Outstanding | |||
| (300 million shares of $.001 par value Common Stock authorized) | 103,222,392 | ||
| Net Asset Value, offering and redemption price per share ($) | 40.53 | ||
| See notes to financial statements. | |||
| The Fund | 11 |
| STATEMENT OF OPERATIONS |
| Year Ended December 31, 2011 |
| Investment Income ($): | ||
| Income: | ||
| Cash dividends (net of $2,559,020 foreign taxes withheld at source): | ||
| Unaffiliated issuers | 92,656,935 | |
| Affiliated issuers | 174,834 | |
| Income from securities lending—Note 1(b) | 658,174 | |
| Total Income | 93,489,943 | |
| Expenses: | ||
| Investment advisory fee—Note 3(a) | 11,949,200 | |
| Sub-investment advisory fee—Note 3(a) | 7,816,394 | |
| Shareholder servicing costs—Note 3(b) | 13,709,242 | |
| Prospectus and shareholders’ reports | 476,111 | |
| Directors’ fees and expenses—Note 3(c) | 247,738 | |
| Custodian fees—Note 3(b) | 141,988 | |
| Registration fees | 94,998 | |
| Professional fees | 84,944 | |
| Loan commitment fees—Note 2 | 34,933 | |
| Interest expense—Note 2 | 1,442 | |
| Miscellaneous | 326,207 | |
| Total Expenses | 34,883,197 | |
| Less—reduction in fees due to earnings credits—Note 3(b) | (3,132) | |
| Net Expenses | 34,880,065 | |
| Investment Income—Net | 58,609,878 | |
| Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): | ||
| Net realized gain (loss) on investments | 3,358,951 | |
| Net unrealized appreciation (depreciation) on investments | 207,695,590 | |
| Net Realized and Unrealized Gain (Loss) on Investments | 211,054,541 | |
| Net Increase in Net Assets Resulting from Operations | 269,664,419 | |
| See notes to financial statements. | ||
12
STATEMENT OF CHANGES IN NET ASSETS
| Year Ended December 31, | ||||
| 2011 | 2010 | |||
| Operations ($): | ||||
| Investment income—net | 58,609,878 | 35,817,827 | ||
| Net realized gain (loss) on investments | 3,358,951 | 68,256,520 | ||
| Net unrealized appreciation | ||||
| (depreciation) on investments | 207,695,590 | 268,937,978 | ||
| Net Increase (Decrease) in Net Assets | ||||
| Resulting from Operations | 269,664,419 | 373,012,325 | ||
| Dividends to Shareholders from ($): | ||||
| Investment income—net | (58,519,141) | (35,959,606) | ||
| Capital Stock Transactions ($): | ||||
| Net proceeds from shares sold | 1,748,789,188 | 1,530,816,023 | ||
| Dividends reinvested | 42,533,901 | 24,979,865 | ||
| Cost of shares redeemed | (1,046,729,101) | (988,576,376) | ||
| Increase (Decrease) in Net Assets | ||||
| from Capital Stock Transactions | 744,593,988 | 567,219,512 | ||
| Total Increase (Decrease) in Net Assets | 955,739,266 | 904,272,231 | ||
| Net Assets ($): | ||||
| Beginning of Period | 3,227,794,616 | 2,323,522,385 | ||
| End of Period | 4,183,533,882 | 3,227,794,616 | ||
| Undistributed investment income—net | 589,291 | 504,172 | ||
| Capital Share Transactions (Shares): | ||||
| Shares sold | 44,260,586 | 43,276,483 | ||
| Shares issued for dividends reinvested | 1,055,796 | 656,296 | ||
| Shares redeemed | (26,597,361) | (28,739,101) | ||
| Net Increase (Decrease) in Shares Outstanding | 18,719,021 | 15,193,678 | ||
| See notes to financial statements. | ||||
| The Fund | 13 |
FINANCIAL HIGHLIGHTS
The following table describes the performance for the fiscal periods indicated. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.These figures have been derived from the fund’s financial statements.
| Year Ended December 31, | ||||||||||
| 2011 | 2010 | 2009 | 2008 | 2007 | ||||||
| Per Share Data ($): | ||||||||||
| Net asset value, | ||||||||||
| beginning of period | 38.20 | 33.52 | 28.23 | 44.70 | 43.78 | |||||
| Investment Operations: | ||||||||||
| Investment income—neta | .65 | .57 | .56 | .64 | .62 | |||||
| Net realized and unrealized | ||||||||||
| gain (loss) on investments | 2.26 | 4.54 | 5.37 | (15.16) | 2.24 | |||||
| Total from Investment Operations | 2.91 | 5.11 | 5.93 | (14.52) | 2.86 | |||||
| Distributions: | ||||||||||
| Dividends from | ||||||||||
| investment income—net | (.58) | (.43) | (.64) | (.72) | (.64) | |||||
| Dividends from net realized | ||||||||||
| gain on investments | — | — | — | (1.23) | (1.30) | |||||
| Total Distributions | (.58) | (.43) | (.64) | (1.95) | (1.94) | |||||
| Net asset value, end of period | 40.53 | 38.20 | 33.52 | 28.23 | 44.70 | |||||
| Total Return (%) | 7.62 | 15.26 | 21.01 | (32.37) | 6.54 | |||||
| Ratios/Supplemental Data (%): | ||||||||||
| Ratio of total expenses | ||||||||||
| to average net assets | .97 | .99 | 1.09 | .97 | .95 | |||||
| Ratio of net expenses | ||||||||||
| to average net assets | .97 | .99 | 1.07 | .96 | .95 | |||||
| Ratio of net investment income | ||||||||||
| to average net assets | 1.63 | 1.66 | 1.95 | 1.65 | 1.37 | |||||
| Portfolio Turnover Rate | 2.59 | 28.73 | .92 | 6.98 | 7.35 | |||||
| Net Assets, end of period | ||||||||||
| ($ x 1,000) | 4,183,534 | 3,227,795 | 2,323,522 | 2,471,236 | 4,346,776 | |||||
| a Based on average shares outstanding at each month end. |
| See notes to financial statements. |
14
NOTES TO FINANCIAL STATEMENTS
NOTE 1—Significant Accounting Policies:
Dreyfus Appreciation Fund, Inc. (the “fund”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified open-end management investment company.The fund’s investment objective is to seek long-term capital appreciation consistent with the preservation of capital. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Fayez Sarofim & Co. (“Sarofim”) serves as the fund’s sub-investment adviser. MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares, which are sold without a sales charge.
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions.Actual results could differ from those estimates.
The fund enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.
(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to
| The Fund | 15 |
NOTES TO FINANCIAL STATEMENTS (continued)
measure fair value.This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.
Various inputs are used in determining the value of the fund’s investments relating to fair value measurements.These inputs are summarized in the three broad levels listed below:
Level 1—unadjusted quoted prices in active markets for identical investments.
Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:
Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national securities
16
market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value.All preceding securities are categorized within Level 1 of the fair value hierarchy.
Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and futures contracts. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.
When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board of Directors. Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized as Level 2 or 3 depending on the relevant inputs used.
For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are categorized within Level 3 of the fair value hierarchy.
| The Fund | 17 |
NOTES TO FINANCIAL STATEMENTS (continued)
The following is a summary of the inputs used as of December 31, 2011 in valuing the fund’s investments:
| Level 2—Other | Level 3— | |||
| Level 1— | Significant | Significant | ||
| Unadjusted | Observable | Unobservable | ||
| Quoted Prices | Inputs | Inputs | Total | |
| Assets ($) | ||||
| Investments in Securities: | ||||
| Equity Securities— | ||||
| Domestic† | 3,304,296,229 | — | — | 3,304,296,229 |
| Equity Securities— | ||||
| Foreign† | 584,426,950 | — | — | 584,426,950 |
| Mutual Funds | 371,048,849 | — | — | 371,048,849 |
| † See Statement of Investments for additional detailed categorizations. | ||||
In May 2011, FASB issued Accounting Standards Update (“ASU”) No. 2011-04 “Amendments to Achieve Common FairValue Measurement and Disclosure Requirements in GAAP and International Financial Reporting Standards (“IFRS”)” (“ASU 2011-04”). ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose the following information for fair value measurements categorized within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair value measurement, the valuation processes used by the reporting entity and a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value mea-surements.The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this
18
time, management is evaluating the implications of ASU 2011-04 and its impact on the financial statements.
(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.
Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either invested in the form of cash, which can be invested in certain money market mutual funds managed by Dreyfus, U.S. Government and Agency securities or letters of credit.The fund is entitled to receive all income on securities loaned, in addition to income earned as a result of the lending transaction.Although each security loaned is fully collateralized, the fund bears the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner. During the period ended December 31, 2011,The Bank of New York Mellon earned $282,075 from lending portfolio securities, pursuant to the securities lending agreement.
(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” in the Act.
| The Fund | 19 |
NOTES TO FINANCIAL STATEMENTS (continued)
The fund may invest in shares of certain affiliated investment companies also advised or managed by Dreyfus. Investments in affiliated investment companies for the period ended December 31, 2011 were as follows:
| Affiliated | |||||
| Investment | Value | Value | Net | ||
| Company | 12/31/2010 ($) | Purchases ($) | Sales ($) | 12/31/2011 ($) | Assets (%) |
| Dreyfus | |||||
| Institutional | |||||
| Preferred | |||||
| Plus Money | |||||
| Market | |||||
| Fund | 187,323,000 | 911,961,501 | 807,783,300 | 291,501,201 | 7.0 |
| Dreyfus | |||||
| Institutional | |||||
| Cash | |||||
| Advantage | |||||
| Fund | 66,999,339 | 2,288,266,863 | 2,275,718,554 | 79,547,648 | 1.9 |
| Total | 254,322,339 | 3,200,228,364 | 3,083,501,854 | 371,048,849 | 8.9 |
(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”).To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.
(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.
As of and during the period ended December 31, 2011, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period, the fund did not incur any interest or penalties.
20
Each of the tax years in the four-year period ended December 31, 2011 remains subject to examination by the Internal Revenue Service and state taxing authorities.
At December 31, 2011, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $589,291, accumulated capital losses $4,637,980 and unrealized appreciation $1,193,229,873.
Under the Regulated Investment Company Modernization Act of 2010 (the “2010 Act”), the fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 (“post-enactment losses”) for an unlimited period. Furthermore, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses rather than short-term as they were under previous statute. The 2010 Act requires post-enactment losses to be utilized before the utilization of losses incurred in taxable years prior to the effective date of the 2010 Act (“pre-enactment losses”). As a result of this ordering rule, pre-enactment losses may be more likely to expire unused.
The accumulated capital loss carryover is available for federal income tax purposes to be applied against future net securities profits, if any, realized subsequent to December 31, 2011. If not applied, the carryover expires in fiscal 2017.
The tax character of distributions paid to shareholders during the fiscal periods ended December 31, 2011 and December 31, 2010, were as follows: ordinary income $58,519,141 and $35,959,606, respectively.
During the period ended December 31, 2011, as a result of permanent book to tax differences, primarily due to the tax treatment for foreign currency gains and losses, the fund decreased accumulated undistributed investment income-net by $5,618 and increased accumulated net realized gain (loss) on investments by the same amount. Net assets and net asset value per share were not affected by this reclassification.
| The Fund | 21 |
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 2—Bank Lines of Credit:
The fund participates with other Dreyfus-managed funds in a $225 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.
The average amount of borrowings outstanding under the Facilities during the period ended December 31, 2011, was approximately $101,400, with a related weighted average annualized interest rate of 1.42%.
NOTE 3—Investment Advisory Fee, Sub-Investment Advisory Fee and Other Transactions With Affiliates:
(a) Fees payable by the fund pursuant to an investment advisory agreement with Dreyfus and a sub-investment advisory agreement with Sarofim are payable monthly, at the annual rates of .3325% and .2175%, respectively, of the value of the fund’s average daily net assets.
(b) Under the Shareholder Services Plan, the fund pays the Distributor for the provision of certain services at the annual rate of .25% of the value of the fund’s average daily net assets.The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (a securities dealer, financial institution or other industry professional) in respect of these services.The Distributor determines the amounts to be paid to Service Agents. During the period ended December 31, 2011, the fund was charged $8,984,361 pursuant to the Shareholder Services Plan.
22
The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing personnel and facilities to perform transfer agency services for the fund. During the period ended December 31, 2011, the fund was charged $786,531 pursuant to the transfer agency agreement, which is included in Shareholder servicing costs in the Statement of Operations.
The fund has arrangements with the custodian and cash management bank whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset custody and cash management fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.
The fund compensates The Bank of New York Mellon under cash management agreements for performing cash management services related to fund subscriptions and redemptions. During the period ended December 31, 2011, the fund was charged $112,131 pursuant to the cash management agreements, which is included in Shareholder servicing costs in the Statement of Operations.These fees were partially offset by earnings credits of $3,132.
The fund also compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. During the period ended December 31, 2011, the fund was charged $141,988 pursuant to the custody agreement.
During the period ended December 31, 2011, the fund was charged $6,402 for services performed by the Chief Compliance Officer.
The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: investment advisory fees $1,156,127, shareholder services plan fees $869,268, custodian fees $64,552, chief compliance officer fees $5,295 and transfer agency per account fees $128,000.
| The Fund | 23 |
NOTES TO FINANCIAL STATEMENTS (continued)
(c) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.
NOTE 4—Securities Transactions:
The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended December 31, 2011, amounted to $712,218,726 and $88,792,490, respectively.
At December 31, 2011, the cost of investments for federal income tax purposes was $3,066,542,155; accordingly, accumulated net unrealized appreciation on investments was $1,193,229,873, consisting of $1,280,475,263 gross unrealized appreciation and $87,245,390 gross unrealized depreciation.
24
| REPORT OF INDEPENDENT REGISTERED |
| PUBLIC ACCOUNTING FIRM |
Shareholders and Board of Directors
Dreyfus Appreciation Fund, Inc.
We have audited the accompanying statement of assets and liabilities of Dreyfus Appreciation Fund, Inc., including the statement of investments, as of December 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the years indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2011 by correspondence with the custodian and others.We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus Appreciation Fund, Inc. at December 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the indicated years, in conformity with U.S. generally accepted accounting principles.
| New York, New York |
| February 28, 2012 |
| The Fund | 25 |
IMPORTANT TAX INFORMATION (Unaudited)
In accordance with federal tax law, the fund hereby designates 100% of the ordinary dividends paid during the fiscal year ended December 31, 2011 as qualifying for the corporate dividends received deduction. For the fiscal year ended December 31, 2011, certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $58,519,141 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2012 of the percentage applicable to the preparation of their 2011 income tax returns.
26
| INFORMATION ABOUT THE RENEWAL OF THE FUND’S |
| INVESTMENT ADVISORY AND SUB-INVESTMENT |
| ADVISORY AGREEMENTS (Unaudited) |
At a meeting of the fund’s Board of Directors held on July 26, 2011, the Board considered the renewal of the fund’s Investment Advisory Agreement, pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”), and the Sub-Investment Advisory Agreement (together, the “Agreements”), pursuant to which Fayez Sarofim & Co. (the “Sub-Adviser”) provides day-to-day management of the fund’s investments.The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.
Analysis of Nature, Extent, and Quality of Services Provided to the Fund.The Board members considered information previously provided to them in presentations from representatives of Dreyfus regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex, and representatives of Dreyfus confirmed that there had been no material changes in this information. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each distribution channel, including the distribution channel(s) for the fund.
The Board members also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements.The Board members also
| The Fund | 27 |
| INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY |
| AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued) |
considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures, as well as Dreyfus’ supervisory activities over the Sub-Adviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.
Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board members reviewed reports prepared by Lipper, Inc. (“Lipper”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended June 30, 2011, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Lipper as of December 31, 2010. Dreyfus previously had furnished the Board with a description of the methodology Lipper used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds.The Board members discussed the results of the comparisons and noted that the fund’s total return performance was above the Performance Group medians, except for the three- , five- and ten-year periods when the fund’s performance was below the Performance Group medians, and that the fund’s total return performance was above the Performance Universe medians for all periods (and the fund ranked in the first quartile of the Performance Universe for four of the six periods). Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.
28
The Board members also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. They noted that the fund’s contractual management fee was below the Expense Group median, the fund’s actual management fee was below the Expense Group and Expense Universe medians and the fund’s total expenses were above the Expense Group median and below the Expense Universe median.
Representatives of Dreyfus reviewed with the Board members the management or investment advisory fees (1) paid by funds advised or administered by Dreyfus that are in the same Lipper category as the fund and (2) paid to Dreyfus or the Sub-Adviser or its affiliates for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients.They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors.The Board members considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness and reasonableness of the fund’s management fee.
The Board considered the fee to the Sub-Adviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Sub-Adviser and Dreyfus.
Analysis of Profitability and Economies of Scale. Dreyfus’ representatives reviewed the expenses allocated and profit received by Dreyfus and the resulting profitability percentage for managing the fund, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus. The Board previously had been provided with information prepared by an
| The Fund | 29 |
| INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY |
| AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued) |
independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.
The Board’s counsel stated that the Board members should consider the profitability analysis (1) as part of their evaluation of whether the fees under the Agreements bear a reasonable relationship to the mix of services provided by Dreyfus and the Sub-Adviser, including the nature, extent and quality of such services, and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders.They also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board members also considered potential benefits to Dreyfus and the Sub-Adviser from acting as investment adviser and sub-investment adviser, respectively, and noted that there were no soft dollar arrangements in effect for trading the fund’s investments.
At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreements. Based on the discussions and considerations as described above, the Board concluded and determined as follows.
The Board concluded that the nature, extent and quality of the services provided by Dreyfus and the Sub-Adviser are adequate and appropriate.
The Board generally was satisfied with the fund’s performance.
30
The Board concluded that the fees paid to Dreyfus and the Sub- Adviser were reasonable in light of the considerations described above.
The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered in connection with the fee rate charged to the fund pursuant to the Agreements and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.
The Board members considered these conclusions and determinations, along with information received on a routine and regular basis throughout the year. In addition, it should be noted that the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board members and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board members’ conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years. The Board members determined that renewal of the Agreements was in the best interests of the fund and its shareholders.
| The Fund | 31 |
BOARD MEMBERS INFORMATION (Unaudited)
| Joseph S. DiMartino (68) |
| Chairman of the Board (1995) |
| Principal Occupation During Past 5Years: |
| • Corporate Director and Trustee |
| Other Public Company Board Memberships During Past 5Years: |
| • CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small |
| and medium size companies, Director (1997-present) |
| • Sunair Services Corporation, a provider of certain outdoor-related services to homes and |
| businesses, Director (2005-2009) |
| • The Newark Group, a provider of a national market of paper recovery facilities, paperboard |
| mills and paperboard converting plants, Director (2000-2010) |
| No. of Portfolios for which Board Member Serves: 164 |
| ——————— |
| Clifford L. Alexander, Jr. (78) |
| Board Member (1981) |
| Principal Occupation During Past 5Years: |
| • President of Alexander & Associates, Inc., a management consulting firm ( January 1981-present) |
| No. of Portfolios for which Board Member Serves: 45 |
| ——————— |
| David W. Burke (75) |
| Board Member (2007) |
| Principal Occupation During Past 5Years: |
| • Corporate Director and Trustee |
| No. of Portfolios for which Board Member Serves: 81 |
| ——————— |
| Peggy C. Davis (68) |
| Board Member (1990) |
| Principal Occupation During Past 5Years: |
| • Shad Professor of Law, New York University School of Law |
| • Writer and teacher in the fields of evidence, constitutional theory, family law, social sciences |
| and the law, legal process and professional methodology and training |
| No. of Portfolios for which Board Member Serves: 53 |
32
| Diane Dunst (72) |
| Board Member (2007) |
| Principal Occupation During Past 5Years: |
| • President of Huntting House Antiques |
| No. of Portfolios for which Board Member Serves: 18 |
| ——————— |
| Ernest Kafka (79) |
| Board Member (1981) |
| Principal Occupation During Past 5Years: |
| • Physician engaged in private practice specializing in the psychoanalysis of adults and |
| adolescents (1962-present) |
| • Instructor,The New York Psychoanalytic Institute (1981-present) |
| No. of Portfolios for which Board Member Serves: 18 |
| ——————— |
| Nathan Leventhal (68) |
| Board Member (1989) |
| Principal Occupation During Past 5Years: |
| • Commissioner, NYC Planning Commission (March 2007-present) |
| • Chairman of the Avery-Fisher Artist Program (November 1997-present) |
| Other Public Company Board Memberships During Past 5Years: |
| • Movado Group, Inc., Director (2003-present) |
| No. of Portfolios for which Board Member Serves: 43 |
| ——————— |
Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80.The address of the Board Members and Officers is in c/o The Dreyfus Corporation, 200 Park Avenue, NewYork, NewYork 10166.Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.
Jay I. Meltzer, Emeritus Board Member
Daniel Rose, Emeritus Board Member
Warren B. Rudman, Emeritus Board Member
Sander Vanocur, Emeritus Board Member
| The Fund | 33 |
OFFICERS OF THE FUND (Unaudited)
BRADLEY J. SKAPYAK, President since January 2010.
Chief Operating Officer and a director of the Manager since June 2009. From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of the Manager. He is an officer of 75 investment companies (comprised of 163 portfolios) managed by the Manager. He is 53 years old and has been an employee of the Manager since February 1988.
JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.
Assistant General Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. She is 49 years old and has been an employee of the Manager since February 1984.
KIESHA ASTWOOD, Vice President and Assistant Secretary since January 2010.
Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. She is 38 years old and has been an employee of the Manager since July 1995.
JAMES BITETTO, Vice President and Assistant Secretary since August 2005.
Senior Counsel of BNY Mellon and Secretary of the Manager, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since December 1996.
JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.
Senior Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. She is 56 years old and has been an employee of the Manager since October 1988.
JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.
Senior Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since June 2000.
KATHLEEN DENICHOLAS, Vice President and Assistant Secretary since January 2010.
Managing Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. She is 37 years old and has been an employee of the Manager since February 2001.
JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005.
Senior Managing Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since February 1991.
M. CRISTINA MEISER, Vice President and Assistant Secretary since January 2010.
Senior Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. She is 41 years old and has been an employee of the Manager since August 2001.
ROBERT R. MULLERY, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 59 years old and has been an employee of the Manager since May 1986.
34
JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.
Senior Managing Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 46 years old and has been an employee of the Manager since October 1990.
JAMES WINDELS, Treasurer since November 2001.
Director – Mutual Fund Accounting of the Manager, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 53 years old and has been an employee of the Manager since April 1985.
RICHARD CASSARO, Assistant Treasurer since August 2003.
Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since September 1982.
GAVIN C. REILLY, Assistant Treasurer since August 2005.
Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 43 years old and has been an employee of the Manager since April 1991.
ROBERT S. ROBOL, Assistant Treasurer since December 2002.
Senior Accounting Manager – Fixed Income Funds of the Manager, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since October 1988.
ROBERT SALVIOLO, Assistant Treasurer since July 2007.
Senior Accounting Manager – Equity Funds of the Manager, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since June 1989.
ROBERT SVAGNA, Assistant Treasurer since December 2002 .
Senior Accounting Manager – Equity Funds of the Manager, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since November 1990.
JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.
Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (76 investment companies, comprised of 189 portfolios). From November 2001 through March 2004, Mr. Connolly was first Vice-President, Mutual Fund Servicing for Mellon Global Securities Services. In that capacity, Mr. Connolly was responsible for managing Mellon’s Custody, Fund Accounting and Fund Administration services to third-party mutual fund clients. He is 54 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.
STEPHEN J. STOREN, Anti-Money Laundering Compliance Officer since May 2011.
Chief Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 72 investment companies (comprised of 185 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Distributor since October 1999.
| The Fund | 35 |
NOTES
For More Information
Ticker Symbol: DGAGX
Telephone 1-800-DREYFUS
Mail The Dreyfus Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 E-mail Send your request to info@dreyfus.com Internet Information can be viewed online or downloaded at: http://www.dreyfus.com
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Item 2. Code of Ethics.
The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.
Item 3. Audit Committee Financial Expert.
The Registrant's Board has determined that Joseph S. DiMartino, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC"). Mr. DiMartino is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $ 34,449 in 2010 and $30,312 in 2011.
(b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $5,382 in 2010 and $12,000 in 2011.These services consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended, (iii) advisory services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.
The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2010 and $0 in 2011.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice, and tax planning ("Tax Services") were $3,189 in 2010 and $3,528 in 2011. These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies. The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were $0 in 2010 and $0 in 2011.
(d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were $625 in 2010 and $1,130 in 2011. These services consisted of a review of the Registrant's anti-money laundering program.
The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee, were $0 in 2010 and $0 in 2011.
(e)(1) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services. Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence. Pre-approvals pursuant to the Policy are considered annually.
(e)(2) Note: None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) None of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal account's full-time, permanent employees.
Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $39,552,052 in 2010 and $20,226,638 in 2011.
Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.
Item 5. Audit Committee of Listed Registrants.
Not applicable. [CLOSED-END FUNDS ONLY]
Item 6. Investments.
(a) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable. [CLOSED-END FUNDS ONLY]
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable. [CLOSED-END FUNDS ONLY, beginning with reports for periods ended on and after December 31, 2005]
Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.
Not applicable. [CLOSED-END FUNDS ONLY]
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures applicable to Item 10.
Item 11. Controls and Procedures.
(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Code of ethics referred to in Item 2.
(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.
(a)(3) Not applicable.
(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dreyfus Appreciation Fund, Inc.
By: /s/ Bradley J. Skapyak | |
Bradley J. Skapyak, President
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Date: | February 23, 2012 |
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. | |
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By: /s/ Bradley J. Skapyak | |
Bradley J. Skapyak, President
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Date: | February 23, 2012 |
| |
By: /s/ James Windels | |
James Windels, Treasurer
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Date: | February 23, 2012 |
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EXHIBIT INDEX
(a)(1) Code of ethics referred to in Item 2.
(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (EX-99.CERT)
(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. (EX-99.906CERT)