UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number | 811-03940 | |||||
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| Strategic Funds, 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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| Bennett A. MacDougall, Esq. 200 Park Avenue New York, New York 10166 |
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| (Name and address of agent for service) |
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Registrant's telephone number, including area code: | (212) 922-6400 | |||||
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Date of fiscal year end:
| 11/30 |
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Date of reporting period: | 11/30/16
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The following N-CSR relates only to the Registrant's series listed below and does not relate to any series of the Registrant with a different fiscal year end and, therefore, different N-CSR reporting requirements. A separate N-CSR will be filed for any series with a different fiscal year end, as appropriate.
Dreyfus MLP Fund
Dreyfus Select Managers Small Cap Value Fund
Dreyfus U.S. Equity Fund
Global Stock Fund
International Stock Fund
FORM N-CSR
Item 1. Reports to Stockholders.
Dreyfus MLP Fund
ANNUAL REPORT November 30, 2016 |
Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.dreyfus.com and sign up for Dreyfus eCommunications. It’s simple and only takes a few minutes. |
The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund. |
Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
T H E F U N D
Chief Executive Officer | |
With Those of Other Funds | |
Public Accounting Firm | |
the Fund’s Management and | |
Sub-Investment Advisory Agreements | |
FOR MORE INFORMATION
Back Cover
| The Fund |
A LETTER FROM THE CHIEF EXECUTIVE OFFICER
Dear Shareholder:
We are pleased to present this annual report for Dreyfus MLP Fund, covering the 12-month period from December 1, 2015 through November 30, 2016. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.
Stocks and bonds advanced over the reporting period despite bouts of market volatility stemming from various global economic developments. In December 2015, investor sentiment deteriorated amid sluggish global economic growth, falling commodity prices, and the first increase in short-term U.S. interest rates in nearly a decade. These worries sparked particularly sharp stock market declines in January 2016, but equities began to rally in February when U.S. monetary policymakers refrained from additional rate hikes, other central banks eased their monetary policies further, and commodity prices began to rebound. Stocks generally continued to climb through the summer, driving several broad measures of U.S. stock market performance to record highs. Stock prices moderated in advance of U.S. elections, but markets subsequently rallied to new highs in anticipation of changes in U.S. fiscal and tax policies. In the bond market, yields of high-quality sovereign bonds moved lower over much of the reporting period due to robust investor demand for current income, but yields surged higher after the election amid expectations of rising interest rates.
The transition to a new U.S. president and ongoing global economic headwinds suggest that volatility may persist in the financial markets over the foreseeable future. Some asset classes and industry groups seem likely to benefit from a changing economic and political landscape, while others probably will face challenges. Consequently, selectivity could become a more important determinant of investment success. As always, we encourage you to discuss the implications of our observations with your financial advisor.
Thank you for your continued confidence and support.
Sincerely,
Mark D. Santero
Chief Executive Officer
The Dreyfus Corporation
December 15, 2016
2
DISCUSSION OF FUND PERFORMANCE
For the period of December 1, 2015 through November 30, 2016, as provided by Robert A. Nicholson and Zev D. Nijensohn, Portfolio Managers of The Boston Company, Sub-Investment Adviser
Fund and Market Performance Overview
For the 12-month period ended November 30, 2016, Dreyfus MLP Fund’s Class A shares produced a total return of 15.53%, Class C shares returned 14.74%, Class I shares returned 15.88%, and Class Y shares returned 15.88%.1 In comparison, the fund’s benchmark, the Alerian MLP Index (the “Index”) produced a total return of 9.28% for the same period.2
Stocks of midstream energy companies rebounded from earlier weakness during the reporting period as commodity prices recovered and capital markets access for companies across the energy sector materially improved. The fund outperformed its benchmark, mainly due to its focus on companies with exposure to production volume recovery in high quality basins and its ability to identify idiosyncratic opportunities created by the sector dislocation.
The Fund’s Investment Approach
The fund seeks total return consisting of capital appreciation and income. To pursue its goal, the fund invests in master limited partnerships (MLPs) that own and operate assets that are used in the energy sector, including assets used in gathering, processing, storing, transporting oil and gas, refined products, coal, electricity or alternative fuels, or that provide energy-related equipment or services. The fund intends to concentrate its investments, under normal circumstances, in the energy sector, primarily investing in “midstream” energy infrastructure MLPs. The fund typically maintains a concentrated portfolio of 15 to 20 positions. The fund may utilize leverage through borrowings, short sales, or derivative instruments.
We employ a bottom-up fundamental and event-driven process to select MLP investments, in which we evaluate both fundamental drivers and financial structure drivers to identify catalysts that can impact cash flow growth and valuation throughout the MLP lifecycle.
Recovering Commodity Prices Lifted Energy MLPs
Widespread concerns about an economic slowdown in China and plummeting commodity prices sparked market declines in broad equity market indices early in the reporting period. However, downward pressure on some market sectors was partly mitigated by moves among European and Japanese central banks to ease their monetary policies and expectations that higher U.S. interest rates might boost exports. Global stocks rebounded strongly during the spring of 2016 in response to firming commodity prices and increasing confidence that the United States and China would continue to perform better than many economists had previously forecast.
Markets encountered renewed volatility in late June when the United Kingdom voted to leave the European Union. However, stocks quickly recovered most of their lost ground as investors looked past the potential downsides, focusing instead on the potential benefits of central bank easing, rising commodity prices, and modest economic growth. Equities gave back some of their previous gains in October due to uncertainty regarding the outcome of U.S. elections, but markets rallied strongly in November in anticipation of more business-
3
DISCUSSION OF FUND PERFORMANCE (continued)
friendly fiscal policies, including proposed infrastructure spending, from the incoming presidential administration.
Energy-related MLP responded particularly positively to these developments. Midstream energy companies recovered from previously depressed levels in the spring as commodity prices and production outlooks rebounded, and the industry group benefited in November from expectations of pro-growth economic policies and reduced regulatory burdens under the new administration.
Stock Selections Supported Relative Performance
During the market downturn early in the reporting period, we adjusted the fund’s holdings to reflect a more defensive investment posture, including raising cash for future opportunities. At the same time, we positioned the fund to emphasize MLPs with assets in what we considered higher quality areas such as the Permian and Delaware Basins in Texas and the Marcellus and Utica basins in the northeast. These regions generally involve lower production costs, and they were among the first to recover from the downturn as producers focused their capital spending on high return areas.
Our security selection strategy also focused on individual MLPs that appeared poised to rally from price levels we considered substantially oversold. For example, the fund benefited from sharp recoveries in two natural gas gathering providers in the Appalachian Basin as well as well-timed exposure to a natural gas pipeline operator and its parent company which were impacted by a failed merger.
While laggards during the reporting period proved relatively mild, some of the fund’s holdings fell short of industry group averages. Most notably, the General Partner of an oil and natural gas pipeline operator in the Midwest and Rocky Mountains struggled with the lack of capital markets access and a natural gas gathering and processing operator in the southern United States encountered financial difficulties.
At times during the reporting period, the fund employed equity derivatives to establish certain positions and manage risk.
A More Constructive Investment Posture
Energy-friendly policies of the incoming presidential administration could support higher production volumes for U.S. oil-and-gas producers, and the recent decision by the Organization of Petroleum Exporting Countries (OPEC) to reduce production is expected
4
to lead to higher energy prices in the months ahead. Therefore, we have adopted a more constructive investment posture, putting cash reserves to work in MLPs that, in our analysis, can produce attractive total rates of return as the global energy markets continue their recovery.
December 15, 2016
Master Limited Partnership (MLP) investments involve risks that differ from investments in common stock, including risks related to limited control and limited rights to vote on matters affecting the MLP, risks related to potential conflicts of interest between the MLP and the MLP’s general partner, cash flow risks, dilution risks, and risks related to the general partner’s right to require unit-holders to sell their common units at an undesirable time or price. Under normal circumstances, the fund concentrates its investments in the energy sector, focusing on energy infrastructure MLPs, and may, therefore, be more susceptible to the risks affecting such sector and MLPs. The fund’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund.
Equities are subject generally to market, market sector, market liquidity, issuer, and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.
Because the fund’s investments are concentrated in the energy and related sectors, the value of its shares will be affected by factors particular to those sectors and may fluctuate more widely than that of a fund which invests in a broad range of industries. The market value of these securities may be affected by numerous factors, including events occurring in nature, inflationary pressures, and domestic and international politics. Interest-rates, commodity prices, economic, tax, energy developments, and government regulations may affect supply and demand dynamics and the share prices of companies in the sector.
Securities of companies within specific energy sectors can perform differently from the overall market. This may be due to changes in such things as the regulatory or competitive environment or to changes in investor perceptions regarding a sector. Because the fund may allocate relatively more assets to certain energy sectors than others, the fund’s performance may be more sensitive to developments that affect those sectors emphasized by the fund.
Small and midsized companies carry additional risks because their earnings and revenues tend to be less predictable, and their share prices more volatile, than those of larger, more established companies.
MLP tax risk will depend on the MLPs being treated as partnerships for U.S. federal income tax purposes. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner is allocated a share of the partnership’s income, gains, losses, deductions, and expenses. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax (as well as state and local income taxes) on its taxable income.
1 Total return includes reinvestment of dividends and any capital gains paid, and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. Return figures provided reflect the absorption of certain fund expenses by The Dreyfus Corporation pursuant to an undertaking in effect through May 1, 2017, at which time it may be extended, terminated, or modified. Had these expenses not been absorbed, the fund’s returns would have been lower.
2 Source: Lipper Inc. — Reflects reinvestment of dividends and, where applicable, capital gain distributions. The Alerian MLP Index is the leading gauge of energy Master Limited Partnerships (MLPs). The float adjusted, capitalization-weighted index, whose constituents represent approximately 85% of total float-adjusted market capitalization, is disseminated real-time on a total-return basis. Investors cannot invest directly in any index.
5
FUND PERFORMANCE
Comparison of change in value of $10,000 investment in Dreyfus MLP Fund Class A shares, Class C shares, Class I shares and Class Y shares, and the Alerian MLP Index
† Source: Lipper Inc.
Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in each of the Class A, Class C, Class I, and Class Y shares of Dreyfus MLP Fund on 4/30/15 (inception date) to a $10,000 investment made in the Alerian MLP Index (the “Index”) on that date. All dividends and capital gain distributions are reinvested.
The fund’s performance shown in the line graph above takes into account the maximum initial sales charge on Class A shares and all other applicable fees and expenses on all classes. The Index is the leading gauge of energy Master Limited Partnerships (MLPs). The float adjusted, capitalization-weighted index, whose constituents represent approximately 85% of total float-adjusted market capitalization, is disseminated real-time on a total-return basis. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.
6
Aggregate Total Returns as of 11/30/16 | |||||
Inception | 1 Year | From | |||
Class A shares | |||||
with maximum sales charge (5.75%) | 4/30/15 | 8.86% | -17.72% | ||
without sales charge | 4/30/15 | 15.53% | -14.61% | ||
Class C shares | |||||
with applicable redemption charge† | 4/30/15 | 13.74% | -15.23% | ||
without redemption | 4/30/15 | 14.74% | -15.23% | ||
Class I shares | 4/30/15 | 15.88% | -14.38% | ||
Class Y shares | 4/30/15 | 15.88% | -14.38% | ||
Alerian MLP Index | 4/30/15 | 9.28% | -15.97% |
Past performance is not predictive of future performance. The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.
† The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.
7
UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)
As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.
Review your fund’s expenses
The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus MLP Fund from June 1, 2016 to November 30, 2016. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.
Expenses and Value of a $1,000 Investment | |||||||||||||
assuming actual returns for the six months ended November 30, 2016 | |||||||||||||
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| Class A | Class C | Class I | Class Y | ||||||
Expenses paid per $1,000† |
| $12.28 |
| $16.14 |
| $10.92 |
| $10.92 | |||||
Ending value (after expenses) |
| $1,107.30 |
| $1,103.40 |
| $1,109.40 |
| $1,109.40 |
COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)
Using the SEC’s method to compare expenses
The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.
Expenses and Value of a $1,000 Investment | |||||||||||||
assuming a hypothetical 5% annualized return for the six months ended November 30, 2016 | |||||||||||||
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| Class A | Class C | Class I | Class Y | ||||||
Expenses paid per $1,000† |
| $11.73 |
| $15.42 |
| $10.43 |
| $10.43 | |||||
Ending value (after expenses) |
| $1,013.35 |
| $1,009.65 |
| $1,014.65 |
| $1,014.65 |
† Expenses are equal to the fund’s annualized expense ratio of 2.33% for Class A, 3.07% for Class C, 2.07% for Class I and 2.07% for Class Y, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).
8
STATEMENT OF INVESTMENTS
November 30, 2016
Common Stocks - 13.9% | Shares | Value ($) | |||
Energy - 13.9% | |||||
Cheniere Energy | 18,389 | a | 751,375 | ||
Kinder Morgan | 64,130 | b | 1,423,686 | ||
Williams Cos. | 38,217 | 1,173,262 | |||
(cost $2,886,647) | 3,348,323 | ||||
Master Limited Partnerships - 83.8% | |||||
Energy - 82.4% | |||||
Cheniere Energy Partners LP | 29,187 | b | 857,222 | ||
Cone Midstream Partners LP | 118,336 | b | 2,638,893 | ||
Energy Transfer Partners LP | 37,650 | b | 1,322,268 | ||
EnLink Midstream Partners LP | 56,126 | 983,327 | |||
Enterprise Products Partners LP | 80,358 | b | 2,083,683 | ||
MPLX LP | 33,993 | 1,116,670 | |||
NuStar Energy LP | 9,126 | b | 435,675 | ||
NuStar GP Holdings LLC | 35,996 | b | 914,298 | ||
Plains All American Pipeline LP | 67,464 | 2,222,939 | |||
Rice Midstream Partners LP | 94,135 | 2,028,609 | |||
Sprague Resources LP | 10,843 | 244,510 | |||
TransMontaigne Partners LP | 23,822 | 1,012,197 | |||
Western Gas Equity Partners LP | 19,598 | 841,538 | |||
Western Gas Partners LP | 19,082 | 1,089,010 | |||
Western Refining Logistics LP | 50,753 | 1,045,512 | |||
Williams Partners LP | 26,097 | 952,540 | |||
19,788,891 | |||||
Materials - 1.4% | |||||
Westlake Chemical Partners LP | 16,094 | 337,974 | |||
Total Master Limited Partnerships (cost $16,508,295) | 20,126,865 | ||||
Warrants - .0% | Number of Warrants | Value ($) | |||
Energy - .0% | |||||
Kinder Morgan (5/25/17) | 472,743 | a | 3,073 | ||
Options Purchased - .1% | Number of Contracts | Value ($) | |||
Call Options - .1% | |||||
Enterprise Products Partners | 1,385 | 13,850 |
9
STATEMENT OF INVESTMENTS (continued)
Other Investment - 1.5% | Shares | Value ($) | |||
Registered Investment Company; | |||||
Dreyfus Institutional Preferred Government Plus Money Market Fund | 369,901 | c | 369,901 | ||
Total Investments (cost $21,484,004) | 99.3% | 23,862,012 | |||
Cash and Receivables (Net) | .7% | 165,985 | |||
Net Assets | 100.0% | 24,027,997 |
LLC—Limited Liability Company
LP—Limited Partnership
aNon-income producing security.
b Held by a broker as collateral for open short positions.
c Investment in affiliated money market mutual fund.
Portfolio Summary (Unaudited) † | Value (%) |
Energy | 96.3 |
Money Market Investment | 1.5 |
Materials | 1.4 |
Options Purchased | .1 |
99.3 |
† Based on net assets.
See notes to financial statements.
10
STATEMENT OF SECURITIES SOLD SHORT
November 30, 2016
Common Stocks - 5.5% | Shares | Value ($) | |||
Exchange-Traded Funds - 5.5% | |||||
JPMorgan Alerian MLP Index ETN | 43,374 | 1,310,763 | |||
Master Limited Partnerships - 2.9% | |||||
Energy - 2.9% | |||||
Genesis Energy LP | 6,602 | 230,674 | |||
VTTI Energy Partners LP | 26,285 | 469,187 | |||
Total Master Limited Partnerships (proceeds $713,331) | 699,861 | ||||
Total Securities Sold Short (proceeds $2,057,409) | 2,010,624 |
ETN—Exchange-Traded Note
LP—Limited Partnership
Portfolio Summary (Unaudited) † | Value (%) |
Exchange-Traded Fund | 5.5 |
Energy | 2.9 |
8.4 |
† Based on net assets.
See notes to financial statements.
11
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2016
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| Cost |
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Assets ($): |
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Investments in securities—See Statement of Investments: |
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Unaffiliated issuers |
| 21,114,103 |
| 23,492,111 |
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Affiliated issuers |
| 369,901 |
| 369,901 |
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Cash |
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| 117 |
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Receivable from brokers for proceeds on securities |
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| 2,057,409 |
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Receivable for shares of Common Stock subscribed |
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| 1,140,796 |
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Due from broker |
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| 217,600 |
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Dividends receivable |
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| 61 |
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Due from The Dreyfus Corporation and affiliates—Note 3(c) |
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| 13,805 |
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Prepaid expenses |
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| 21,756 |
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| 27,313,556 |
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Liabilities ($): |
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Securities sold short, at value (proceeds $2,057,409)—See |
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| 2,010,624 |
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Payable for investment securities purchased |
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| 1,131,751 |
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Payable for dividends on securities sold short |
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| 20,058 |
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Payable for shares of Common Stock redeemed |
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| 5,035 |
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Payable for interest on securities sold short |
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| 3,230 |
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Accrued expenses |
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| 114,861 |
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| 3,285,559 |
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Net Assets ($) |
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| 24,027,997 |
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Composition of Net Assets ($): |
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Paid-in capital |
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| 29,146,656 |
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Accumulated investment (loss)—net |
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| (448,355) |
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Accumulated net realized gain (loss) on investments |
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|
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| (7,095,097) |
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Accumulated net unrealized appreciation (depreciation) |
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| 2,424,793 |
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Net Assets ($) |
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| 24,027,997 |
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Net Asset Value Per Share | Class A | Class C | Class I | Class Y |
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Net Assets ($) | 4,419,977 | 726,525 | 9,904,810 | 8,976,685 |
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Shares Outstanding | 486,793 | 81,008 | 1,086,246 | 984,390 |
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Net Asset Value Per Share ($) | 9.08 | 8.97 | 9.12 | 9.12 |
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See notes to financial statements. |
12
STATEMENT OF OPERATIONS
Year Ended November 30, 2016
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Investment Income ($): |
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Income: |
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Distributions from Master Limited Partnerships |
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| 1,204,762 |
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Less return of capital on distributions from |
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| (1,204,762) |
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Cash dividends: |
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Unaffiliated issuers |
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| 107,710 |
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Affiliated issuers |
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| 2,075 |
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Total Income |
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| 109,785 |
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Expenses: |
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|
|
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Management fee—Note 3(a) |
|
| 202,867 |
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Professional fees |
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| 110,523 |
| ||
Dividends on securities sold short |
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| 103,989 |
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Registration fees |
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| 71,259 |
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Prospectus and shareholders’ reports |
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| 59,440 |
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Interest on securities sold short |
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| 21,240 |
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Shareholder servicing costs—Note 3(c) |
|
| 15,926 |
| ||
Custodian fees—Note 3(c) |
|
| 9,810 |
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Distribution fees—Note 3(b) |
|
| 4,881 |
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Directors’ fees and expenses—Note 3(d) |
|
| 1,625 |
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Loan commitment fees—Note 2 |
|
| 388 |
| ||
Interest expense—Note 2 |
|
| 296 |
| ||
Miscellaneous |
|
| 17,250 |
| ||
Total Expenses, before income taxes |
|
| 619,494 |
| ||
Less—reduction in expenses due to undertaking—Note 3(a) |
|
| (223,884) |
| ||
Less—reduction in fees due to earnings credits—Note 3(c) |
|
| (15) |
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Net Expenses, before income taxes |
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| 395,595 |
| ||
Income Taxes |
|
| - |
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Investment (Loss)—Net |
|
| (285,810) |
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Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): |
|
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Net realized gain (loss) on investments: |
|
| ||||
Long transactions |
|
|
| (4,852,465) |
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Short sale transactions |
|
|
| (68,550) |
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Net realized gain (loss) on options transactions | (225,643) |
| ||||
Net Realized Gain (Loss) |
|
| (5,146,658) |
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Net unrealized appreciation (depreciation) on investments |
|
| 9,197,931 |
| ||
Net unrealized appreciation (depreciation) on options transactions |
|
| (159,968) |
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Net unrealized appreciation (depreciation) on securities sold short |
|
| (55,223) |
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Net Unrealized Appreciation (Depreciation) |
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| 8,982,740 |
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Net Realized and Unrealized Gain (Loss) on Investments |
|
| 3,836,082 |
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Net Increase in Net Assets Resulting from Operations |
| 3,550,272 |
| |||
See notes to financial statements. |
13
STATEMENT OF CHANGES IN NET ASSETS
|
|
|
| Year Ended November 30, | |||||
|
|
|
| 2016 |
|
|
| 2015a |
|
Operations ($): |
|
|
|
|
|
|
|
| |
Investment (loss)—net |
|
| (285,810) |
|
|
| (162,545) |
| |
Net realized gain (loss) on investments |
| (5,146,658) |
|
|
| (1,948,439) |
| ||
Net unrealized appreciation (depreciation) |
| 8,982,740 |
|
|
| (6,557,947) |
| ||
Net Increase (Decrease) in Net Assets | 3,550,272 |
|
|
| (8,668,931) |
| |||
Distributions to Shareholders from ($): |
|
|
|
|
|
|
|
| |
Tax return of capital: |
|
|
|
|
|
|
|
| |
Class A |
|
| (225,659) |
|
|
| (35,733) |
| |
Class C |
|
| (38,663) |
|
|
| (7,890) |
| |
Class I |
|
| (441,075) |
|
|
| (93,424) |
| |
Class Y |
|
| (486,339) |
|
|
| (89,989) |
| |
Total Distributions |
|
| (1,191,736) |
|
|
| (227,036) |
| |
Capital Stock Transactions ($): |
|
|
|
|
|
|
|
| |
Net proceeds from shares sold: |
|
|
|
|
|
|
|
| |
Class A |
|
| 307,449 |
|
|
| 5,499,418 |
| |
Class C |
|
| 3,341 |
|
|
| 1,005,119 |
| |
Class I |
|
| 3,245,963 |
|
|
| 11,506,962 |
| |
Class Y |
|
| 1,180,582 |
|
|
| 11,375,000 |
| |
Distributions reinvested: |
|
|
|
|
|
|
|
| |
Class A |
|
| 15,491 |
|
|
| 4,173 |
| |
Class C |
|
| 343 |
|
|
| - |
| |
Class I |
|
| 57,751 |
|
|
| 14,323 |
| |
Class Y |
|
| 32,856 |
|
|
| - |
| |
Cost of shares redeemed: |
|
|
|
|
|
|
|
| |
Class A |
|
| (113,672) |
|
|
| (250,606) |
| |
Class I |
|
| (2,242,742) |
|
|
| (78,417) |
| |
Class Y |
|
| (997,906) |
|
|
| - |
| |
Increase (Decrease) in Net Assets | 1,489,456 |
|
|
| 29,075,972 |
| |||
Total Increase (Decrease) in Net Assets | 3,847,992 |
|
|
| 20,180,005 |
| |||
Net Assets ($): |
|
|
|
|
|
|
|
| |
Beginning of Period |
|
| 20,180,005 |
|
|
| - |
| |
End of Period |
|
| 24,027,997 |
|
|
| 20,180,005 |
| |
Accumulated investment (loss)—net | (448,355) |
|
|
| (162,545) |
|
14
|
|
|
| Year Ended November 30, | |||||
|
|
|
| 2016 |
|
|
| 2015a |
|
Capital Share Transactions (Shares): |
|
|
|
|
|
|
|
| |
Class A |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 38,096 |
|
|
| 488,525 |
| |
Shares issued for distributions reinvested |
|
| 1,826 |
|
|
| 496 |
| |
Shares redeemed |
|
| (14,381) |
|
|
| (27,769) |
| |
Net Increase (Decrease) in Shares Outstanding | 25,541 |
|
|
| 461,252 |
| |||
Class C |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 380 |
|
|
| 80,587 |
| |
Shares issued for distributions reinvested |
|
| 41 |
|
|
| - |
| |
Net Increase (Decrease) in Shares Outstanding | 421 |
|
|
| 80,587 |
| |||
Class I |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 401,634 |
|
|
| 956,452 |
| |
Shares issued for distributions reinvested |
|
| 6,700 |
|
|
| 1,703 |
| |
Shares redeemed |
|
| (271,437) |
|
|
| (8,806) |
| |
Net Increase (Decrease) in Shares Outstanding | 136,897 |
|
|
| 949,349 |
| |||
Class Y |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 160,249 |
|
|
| 932,731 |
| |
Shares issued for distributions reinvested |
|
| 3,848 |
|
|
| - |
| |
Shares redeemed |
|
| (112,438) |
|
|
| - |
| |
Net Increase (Decrease) in Shares Outstanding | 51,659 |
|
|
| 932,731 |
| |||
aFrom April 30, 2015 (commencement of operations) to November 30, 2015. | |||||||||
See notes to financial statements. |
15
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Total return shows how much your investment in the fund would have increased (or decreased) during the period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements.
Class A Shares | Year Ended November 30, | ||||||
2016 | 2015a | ||||||
Per Share Data ($): | |||||||
Net asset value, beginning of period | 8.32 | 12.50 | |||||
Investment Operations: | |||||||
Investment (loss)—netb | (.13) | (.08) | |||||
Net realized and unrealized | 1.37 | (4.00) | |||||
Total from Investment Operations | 1.24 | (4.08) | |||||
Distributions: | |||||||
Tax return of capital | (.48) | (.10) | |||||
Net asset value, end of period | 9.08 | 8.32 | |||||
Total Return (%)c | 15.53 | (32.66)d | |||||
Ratios/Supplemental Data (%): | |||||||
Ratio of total expenses to average net assets | 3.24 | 3.47e | |||||
Ratio of net expenses to average net assets | 2.12 | 2.03e | |||||
Ratio of net investment (loss) | (1.58) | (1.38)e | |||||
Portfolio Turnover Rate | 111.44 | 57.76d | |||||
Net Assets, end of period ($ x 1,000) | 4,420 | 3,836 |
a From April 30, 2015 (commencement of operations) to November 30, 2015.
b Based on average shares outstanding.
c Exclusive of sales charge.
d Not annualized.
e Annualized.
See notes to financial statements.
16
Class C Shares | Year Ended November 30, | ||||||
2016 | 2015a | ||||||
Per Share Data ($): | |||||||
Net asset value, beginning of period | 8.28 | 12.50 | |||||
Investment Operations: | |||||||
Investment (loss)—netb | (.19) | (.13) | |||||
Net realized and unrealized | 1.36 | (3.99) | |||||
Total from Investment Operations | 1.17 | (4.12) | |||||
Distributions: | |||||||
Tax return of capital | (.48) | (.10) | |||||
Net asset value, end of period | 8.97 | 8.28 | |||||
Total Return (%)c | 14.74 | (32.98)d | |||||
Ratios/Supplemental Data (%): | |||||||
Ratio of total expenses to average net assets | 4.00 | 4.22e | |||||
Ratio of net expenses to average net assets | 2.87 | 2.76e | |||||
Ratio of net investment (loss) | (2.32) | (2.16)e | |||||
Portfolio Turnover Rate | 111.44 | 57.76d | |||||
Net Assets, end of period ($ x 1,000) | 727 | 667 |
a From April 30, 2015 (commencement of operations) to November 30, 2015.
b Based on average shares outstanding.
c Exclusive of sales charge.
d Not annualized.
e Annualized.
See notes to financial statements.
17
FINANCIAL HIGHLIGHTS (continued)
Class I Shares | Year Ended November 30, | ||||||
2016 | 2015a | ||||||
Per Share Data ($): | |||||||
Net asset value, beginning of period | 8.33 | 12.50 | |||||
Investment Operations: | |||||||
Investment (loss)—netb | (.11) | (.07) | |||||
Net realized and unrealized | 1.38 | (4.00) | |||||
Total from Investment Operations | 1.27 | (4.07) | |||||
Distributions: | |||||||
Tax return of capital | (.48) | (.10) | |||||
Net asset value, end of period | 9.12 | 8.33 | |||||
Total Return (%) | 15.88 | (32.58)c | |||||
Ratios/Supplemental Data (%): | |||||||
Ratio of total expenses to average net assets | 3.00 | 3.21d | |||||
Ratio of net expenses to average net assets | 1.88 | 1.77d | |||||
Ratio of net investment (loss) | (1.34) | (1.16)d | |||||
Portfolio Turnover Rate | 111.44 | 57.76c | |||||
Net Assets, end of period ($ x 1,000) | 9,905 | 7,907 |
a From April 30, 2015 (commencement of operations) to November 30, 2015.
b Based on average shares outstanding.
c Not annualized.
d Annualized.
See notes to financial statements.
18
Class Y Shares | Year Ended November 30, | ||||||
2016 | 2015a | ||||||
Per Share Data ($): | |||||||
Net asset value, beginning of period | 8.33 | 12.50 | |||||
Investment Operations: | |||||||
Investment (loss)—netb | (.11) | (.07) | |||||
Net realized and unrealized | 1.38 | (4.00) | |||||
Total from Investment Operations | 1.27 | (4.07) | |||||
Distributions: | |||||||
Tax return of capital | (.48) | (.10) | |||||
Net asset value, end of period | 9.12 | 8.33 | |||||
Total Return (%) | 15.88 | (32.58)c | |||||
Ratios/Supplemental Data (%): | |||||||
Ratio of total expenses to average net assets | 2.94 | 3.20d | |||||
Ratio of net expenses to average net assets | 1.86 | 1.76d | |||||
Ratio of net investment (loss) | (1.32) | (1.15)d | |||||
Portfolio Turnover Rate | 111.44 | 57.76c | |||||
Net Assets, end of period ($ x 1,000) | 8,977 | 7,769 |
a From April 30, 2015 (commencement of operations) to November 30, 2015.
b Based on average shares outstanding.
c Not annualized.
d Annualized.
See notes to financial statements.
19
NOTES TO FINANCIAL STATEMENTS
NOTE 1—Significant Accounting Policies:
Dreyfus MLP Fund (the “fund”) is a separate non-diversified series of Strategic Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering ten series, including the fund. The fund’s investment objective is to seek total return, consisting of capital appreciation and income. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. The Boston Company Asset Management, LLC (“TBCAM”), a wholly-owned subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s sub-investment adviser.
MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares. The fund is authorized to issue 100 million shares of $.001 par value Common Stock in each of the following classes of shares: Class A, Class C, Class I and Class Y. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class C shares are subject to a contingent deferred sales charge (“CDSC”) imposed on Class C shares redeemed within one year of purchase. Class I and Class Y shares are sold at net asset value per share generally to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.
As of November 30, 2016, MBC Investments Corp., an indirect subsidiary of BNY Mellon, held 320,000 Class A, 80,000 Class C, 800,000 Class I and 800,000 Class Y shares of the fund.
The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.
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
20
releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.
The Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.
(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.
Various inputs are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized in the three broad levels listed below:
Level 1—unadjusted quoted prices in active markets for identical investments.
Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:
21
NOTES TO FINANCIAL STATEMENTS (continued)
Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. For open short positions, asked prices are used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are generally categorized within Level 1 of the fair value hierarchy.
Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.
Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and financial futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.
When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Company’s Board of Directors (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.
For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are generally categorized within Level 3 of the fair value hierarchy.
Options, which are traded on an exchange, are valued at the last sales price on the securities exchange on which such securities are primarily traded or at the last sales price on the national securities market on each business day and are generally categorized within Level 1 of the fair value hierarchy.
22
Options traded over-the-counter (“OTC”) are valued at the mean between the bid and asked price and are generally categorized within Level 2 of the fair value hierarchy.
The following is a summary of the inputs used as of November 30, 2016 in valuing the fund’s investments:
Level 1 - Unadjusted Quoted Prices | Level 2 - Other Significant Observable Inputs | Level 3 -Significant Unobservable Inputs | Total | ||
Assets ($) | |||||
Investments in Securities: | |||||
Equity Securities - Domestic Common Stocks† | 3,348,323 | — | — | 3,348,323 | |
Master Limited Partnerships† | 20,126,865 | — | — | 20,126,865 | |
Registered Investment Company | 369,901 | — | — | 369,901 | |
Options Purchased | 13,850 | — | — | 13,850 | |
Warrants† | 3,073 | — | — | 3,073 | |
Liabilities ($) | |||||
Securities Sold Short: | |||||
Exchange-Traded Funds†† | (1,310,763) | — | — | (1,310,763) | |
Master Limited Partnerships†† | (699,861) | — | — | (699,861) |
† See Statement of Investments for additional detailed categorizations.
†† See Statement of Securities Sold Short for additional detailed categorizations.
(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.
(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” under the Act. Investments in affiliated investment companies during the period ended November 30, 2016 were as follows:
23
NOTES TO FINANCIAL STATEMENTS (continued)
Affiliated Investment Company | Value | Purchases ($) | Sales ($) | Value | Net |
Dreyfus Institutional Preferred Government Plus Money Market Fund† | 2,387,402 | 10,558,582 | 12,576,083 | 369,901 | 1.5 |
† Formerly Dreyfus Institutional Preferred Plus Money Market Fund.
(d) Risk: The fund invests primarily in Master Limited Partnerships (“MLPs”). MLPs and MLP-related investments comprise a minimum of 80% of investable assets of the fund. The majority of MLPs operate in the energy and/or natural resources sector. MLPs are generally organized under state law as limited partnerships or limited liability companies. An MLP consists of at least one general partner and one or more limited partners. The general partner controls the operations and management of the MLP and has an ownership stake in the MLP. The limited partners, through their ownership of limited partner interests, contribute capital to the entity, have a limited role in the operation and management of the entity and receive cash distributions.
MLPs are subject to certain risks, such as supply and demand risk, depletion and exploration risk, commodity pricing risk, acquisition risk, and the risk associated with the hazards inherent in midstream energy industry activities. A substantial portion of the cash flow received by the fund is derived from investments in equity securities of MLPs. The amount of cash that MLPs have available for distributions, and the tax character of such distributions, are dependent upon the amount of cash generated by the MLP’s operations.
(e) Distributions to shareholders: The fund currently anticipates making quarterly distributions to its shareholders of substantially all of the fund’s distributable cash flow received as cash distributions from MLPs, interest payments received on debt securities owned by the fund, and other payments on or derived from securities owned by the fund.
The fund intends to pay out a consistent dividend that over time approximates the distributions received from the fund’s portfolio investments based on, among other considerations, distributions the fund actually receives from portfolio investments and estimated future cash flows. Because the fund’s policy will be to pay consistent dividends based on estimated income from investments and future cash flows, the fund’s
24
dividends may exceed the amount the fund actually receives from its portfolio investments.
The fund’s distributions will be treated for U.S. federal income tax purposes as (i) first, taxable dividends to the extent of a shareholder’s allocable share of the fund’s earnings and profits, (ii) second, taxable returns of capital to the extent of a shareholder’s tax basis in their shares of the fund (for the portion of those distributions that exceed the fund’s earnings and profits) and (iii) third, taxable gains (for the balance of those distributions). Dividend income will be treated as “qualified dividends” for federal income tax purposes, subject to favorable capital gain tax rates, provided that certain requirements are met. Unlike a regulated investment company under Sub-Chapter M of the Internal Revenue Code, the fund will not be able to pass-through the character of its recognized net capital gain by paying “capital gain dividends.” Cash distributions from an MLP to the fund that exceed the fund’s allocable share of such MLP’s net taxable income will reduce the fund’s adjusted tax basis in the equity securities of the MLP.
(f) Return of capital estimates: Distributions received from the fund’s investments in MLPs generally are comprised of income and return of capital. The fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after the tax reporting periods are concluded. During the period ended November 30, 2016, fund distributions are expected to be comprised of 100% return of capital and are recorded as such.
(g) Federal income taxes: The fund is treated as a regular corporation for U.S. federal and state income tax purposes, and will pay federal and state income tax on its taxable income. Currently, the maximum marginal regular federal income tax rate for a corporation is 35%. The fund may be subject to a 20% alternative minimum tax on its federal alternative minimum taxable income to the extent that its alternative minimum tax exceeds its regular federal income tax. The fund is currently using an estimated rate of 34% for federal income tax and 2% for state and local tax, net of federal tax benefit.
The fund invests primarily in MLPs, which generally are intended to be treated as partnerships for federal income tax purposes. As a partner in the MLPs, the fund must report its allocable share of the MLPs’ taxable income or loss in computing the fund’s taxable income or loss, regardless of the extent (if any) to which the MLPs make distributions.
25
NOTES TO FINANCIAL STATEMENTS (continued)
The fund’s income tax expense or benefit is included in the Statement of Operations based on the components of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains (losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and (iii) the net deferred tax benefit of accumulated net operating losses and capital loss carryforwards. During the period ended November 30, 2016, the fund had no income tax expense or benefit.
The fund recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained upon examination by the tax authorities based on the technical merits of the tax position. The fund’s policy is to record interest and penalties on uncertain tax positions as part of tax expense. As of November 30, 2016, the fund had no uncertain tax positions.
Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary differences are realized or otherwise settled. To the extent the fund has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. A valuation allowance is required if, based on the evaluation criterion provided by ASC 740, it is more-likely-than-not that some portion or the entire deferred tax asset will not be realized. The factors considered in assessing the fund’s valuation allowance are the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of the statutory carryforward periods and the associated risks that operating and capital loss carryforwards may expire unused.
At November 30, 2016, the components of the fund’s deferred tax assets and liabilities were as follows:
26
Deferred tax assets: | ||||
Net operating loss carryforwards |
| $(515,265) | ||
Capital loss carryforwards | (2,558,568) | |||
Deferred tax liabilities: | ||||
Unrealized gains on investment securities | 1,183,044 | |||
Total deferred tax assets, before valuation allowance | (1,890,789) | |||
Valuation allowance | 1,890,789 | |||
Net deferred tax assets, after valuation allowance |
| $0 |
Unexpected significant decreases in cash distributions from the fund’s MLP investments or significant declines in the fair value of its investments may change the fund’s assessment regarding the recoverability of its deferred tax assets and may result in a valuation allowance. If a valuation allowance is required to reduce any deferred tax asset in the future, it could have a material impact on the fund’s net asset value and results of operations. At November 30, 2016, the valuation allowance for deferred tax assets was deemed necessary because Dreyfus believes it is more-likely-than-not that the fund will not be able to recognize deferred tax assets through future taxable income.
Net operating loss carryforwards and capital loss carryforwards are available to offset future taxable income. The fund has a net operating loss carryforward of $1,431,291 of which $241,634 will expire in 2035 and $1,189,657 will expire in 2036. The fund also has a capital loss carryforward of $7,107,133 of which $1,677,996 will expire in 2020 and $5,429,137 will expire in 2021.
The fund may rely, to some extent, on information provided by the MLPs, which may not be available on a timely basis, to estimate taxable income allocable to MLP shares held in its portfolio, and to estimate its associated deferred tax liability or assets. Such estimates are made in good faith. From time to time, as new information becomes available, the fund may modify its estimates or assumptions regarding its tax liability or asset.
The fund files income tax returns in the U.S. federal jurisdiction and various states. The fund has reviewed all major jurisdictions and concluded that there is no significant impact on the fund’s net assets and no tax liability resulting from unrecognized tax benefits or expenses relating to uncertain tax positions expected to be taken on its tax returns.
NOTE 2—Bank Lines of Credit:
The fund participates with other Dreyfus-managed funds in a $810 million unsecured credit facility led by Citibank, N.A. and a $300 million
27
NOTES TO FINANCIAL STATEMENTS (continued)
unsecured credit facility provided by The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 5, 2016, the unsecured credit facility with Citibank, N.A. was $555 million and prior to January 11, 2016, the unsecured credit facility with Citibank, N.A. was $480 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.
The average amount of borrowings outstanding under the Facilities during the period ended November 30, 2016 was approximately $21,300 with a related weighted average annualized interest rate of 1.39%.
NOTE 3—Management Fee, Sub-Investment Advisory Fee and Other Transactions with Affiliates:
(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of 1.00% of the value of the fund’s average daily net assets and is payable monthly. Dreyfus has contractually agreed, from April 30, 2016 through May 1, 2017, to waive receipt of its fees and/or assume the expenses of the fund, so that the expenses of none of the classes (excluding Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, dividend and interest expense on securities sold short, taxes, such as deferred tax expenses, interest expense, commitment fees on borrowings, brokerage commissions and extraordinary expenses) exceed 1.25% of the value of the fund’s average daily net assets. The reduction in expenses, pursuant to the undertaking, amounted to $223,884 during the period ended November 30, 2016.
Pursuant to a sub-investment advisory agreement between Dreyfus and TBCAM, TBCAM serves as the fund’s sub-investment adviser responsible for the day-to-day management of the fund’s portfolio. Dreyfus pays TBCAM a monthly fee at an annual percentage of the value of the fund’s average daily net assets. Dreyfus has obtained an exemptive order from the SEC (the “Order”), upon which the fund may rely, to use a manager of managers approach that permits Dreyfus, subject to certain conditions and approval by the Board, to enter into and materially amend sub-investment advisory agreements with one or more sub-investment advisers who are either unaffiliated with Dreyfus or are wholly-owned subsidiaries (as defined under the Act) of Dreyfus’ ultimate parent company, BNY Mellon, without obtaining shareholder approval. The Order also allows the fund to disclose the sub-investment advisory fee paid by Dreyfus to any unaffiliated sub-investment adviser in the aggregate with other unaffiliated
28
sub-investment advisers in documents filed with the SEC and provided to shareholders. In addition, pursuant to the Order, it is not necessary to disclose the sub-investment advisory fee payable by Dreyfus separately to a sub-investment adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to Dreyfus. Dreyfus has ultimate responsibility (subject to oversight by the Board) to supervise any sub-investment adviser and recommend the hiring, termination, and replacement of any sub-investment adviser to the Board.
During the period ended November 30, 2016, the Distributor retained $14 from commissions earned on sales of the fund’s Class A shares.
(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. During the period ended November 30, 2016, Class C shares were charged $4,881 pursuant to the Distribution Plan.
(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended November 30, 2016, Class A and Class C shares were charged $9,591 and $1,627, respectively, pursuant to the Shareholder Services Plan.
The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.
The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2016, the fund was charged $1,214 for transfer agency services and $34 for cash management
29
NOTES TO FINANCIAL STATEMENTS (continued)
services. These fees are included in Shareholder servicing costs in the Statement of Operations. Cash management fees were partially offset by earnings credits of $15.
The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2016, the fund was charged $9,810 pursuant to the custody agreement.
During the period ended November 30, 2016, the fund was charged $9,629 for services performed by the Chief Compliance Officer and his staff.
The components of “Due from The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $18,236, Distribution Plan fees $435, Shareholder Services Plan fees $1,027, custodian fees $4,835, Chief Compliance Officer fees $6,501 and transfer agency fees $202, which are offset against an expense reimbursement currently in effect in the amount of $45,041.
(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.
NOTE 4—Securities Transactions:
The aggregate amount of purchases and sales of investment securities and securities sold short, excluding short-term securities and options transactions, during the period ended November 30, 2016 were as follows:
|
| Purchases ($) | Sales ($) |
Long transactions | 24,880,867 | 22,253,296 | |
Short sale transactions | 5,355,080 | 4,495,828 | |
Total | 30,235,947 | 26,749,124 |
Short Sales: The fund is engaged in short-selling which obligates the fund to replace the security borrowed by purchasing the security at current market value. The fund incurs a loss if the price of the security increases between the date of the short sale and the date on which the fund replaces the borrowed security. The fund realizes a gain if the price of the security declines between those dates. Until the fund replaces the borrowed security, the fund will maintain daily a segregated account with a broker or custodian of permissible liquid assets sufficient to cover its short positions. Securities Sold Short at November 30, 2016 and their related market values and proceeds, are set forth in the Statement of Securities Sold Short.
30
The fund is liable for any dividends payable on securities while those securities are in a short position. Dividends declared on short positions are recorded on the ex-dividend date and recorded as an expense in the Statement of Operations. The fund is charged a securities loan fee in connection with short sale transactions which is recorded as interest on securities sold short in the Statement of Operations.
Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. Each type of derivative instrument that was held by the fund during the period ended November 30, 2016 is discussed below.
Options Transactions: The fund purchases and writes (sells) put and call options to hedge against changes in or as a substitute for an investment. The fund is subject to market risk in the course of pursuing its investment objectives through its investments in options contracts. A call option gives the purchaser of the option the right (but not the obligation) to buy, and obligates the writer to sell, the underlying financial instrument at the exercise price at any time during the option period, or at a specified date. Conversely, a put option gives the purchaser of the option the right (but not the obligation) to sell, and obligates the writer to buy the underlying financial instrument at the exercise price at any time during the option period, or at a specified date.
As a writer of call options, the fund receives a premium at the outset and then bears the market risk of unfavorable changes in the price of the financial instrument underlying the option. Generally, the fund realizes a gain, to the extent of the premium, if the price of the underlying financial instrument decreases between the date the option is written and the date on which the option is terminated. Generally, the fund incurs a loss if the price of the financial instrument increases between those dates.
As a writer of put options, the fund receives a premium at the outset and then bears the market risk of unfavorable changes in the price of the financial instrument underlying the option. Generally, the fund realizes a gain, to the extent of the premium, if the price of the underlying financial instrument increases between the date the option is written and the date on which the option is terminated. Generally, the fund incurs a loss if the price of the financial instrument decreases between those dates.
As a writer of an option, the fund has no control over whether the underlying financial instrument may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the financial instrument underlying the written option. There is a risk of loss from a change in value of such options which may exceed the related
31
NOTES TO FINANCIAL STATEMENTS (continued)
premiums received. The Statement of Operations reflects any unrealized gains or losses which occurred during the period as well as any realized gains or losses which occurred upon the expiration or closing of the option transaction. At November 30, 2016, there were no written options outstanding.
The following summarizes the average market value of derivatives outstanding during the period ended November 30, 2016:
|
| Average Market Value ($) |
Equity options contracts | 40,597 | |
At November 30, 2016, the cost of investments for federal income tax purposes was $22,493,329; accordingly, accumulated net unrealized appreciation on investments was $1,368,683, consisting of $4,196,672 gross unrealized appreciation and $2,827,989 gross unrealized depreciation.
32
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Dreyfus MLP Fund
We have audited the accompanying statement of assets and liabilities, including the statements of investments and securities sold short, of Dreyfus MLP Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2016, and the related statement of operations for the year then ended, and the statement of changes in net assets and the financial highlights for the year then ended and for the period from April 30, 2015 (commencement of operations) to November 30, 2015. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2016 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus MLP Fund at November 30, 2016, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period from April 30, 2015 to November 30, 2015, in conformity with U.S. generally accepted accounting principles.
New York, New York
January 26, 2017
33
INFORMATION ABOUT THE APPROVAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)
At a meeting of the fund’s Board of Directors held on November 7-8, 2016, the Board considered the renewal of the fund’s Management Agreement, pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”), and the Sub-Investment Advisory Agreement (together, the “Agreements”), pursuant to which The Boston Company Asset Management, LLC (the “Subadviser”) provides day-to-day management of the fund’s investments. The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Subadviser. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.
Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information provided to them at the meeting and in previous presentations from Dreyfus representatives regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or Dreyfus) and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.
The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered Dreyfus’ extensive administrative, accounting and compliance infrastructures, as well as Dreyfus’ supervisory activities over the Subadviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.
Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), for the one-year period ended September 30, 2016, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund
34
financial statements available to Broadridge as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. The Board discussed the results of the comparisons and noted that the fund’s total return performance was above the Performance Group and Performance Universe medians for the one-year period shown, noting that the fund commenced operations on April 30, 2015. Dreyfus also provided a comparison of the fund’s calendar year total return in 2015 to the returns of the fund’s benchmark index.
The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board noted that the fund’s contractual management fee was at the Expense Group median, the fund’s actual management fee was zero and the fund’s total expenses were above the Expense Group and Expense Universe medians.
Dreyfus representatives noted that Dreyfus has contractually agreed to waive receipt of its fees and/or assume the expenses of the fund, until May 1, 2017, so that annual direct fund operating expenses (excluding Rule 12b-1 fees, shareholder services fees, dividend and interest expenses on securities sold short, taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.25% of the fund’s average daily net assets.
Dreyfus representatives reviewed with the Board the management or investment advisory fees (1) paid by funds advised or administered by Dreyfus that are in the same Broadridge category as the fund and (2) paid to Dreyfus or the Subadviser or its affiliates for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee.
The Board considered the fee to the Subadviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Subadviser and Dreyfus. The Board also noted Subadviser’s fee is paid by Dreyfus (out of its fee from the fund) and not the fund.
Analysis of Profitability and Economies of Scale. Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus and its affiliates for managing the funds in the Dreyfus fund complex, and the method used to determine the expenses and profit. The Board concluded that the
35
INFORMATION ABOUT THE APPROVAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)
profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus. The Board also noted the expense limitation arrangement and its effect on the profitability of Dreyfus and its affiliates. The Board also had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.
The Board considered on the advice of its counsel the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by Dreyfus and the Subadviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since Dreyfus, and not the fund, pays the Subadviser pursuant to the Sub Investment Advisory Agreement, the Board did not consider the Subadviser’s profitability to be relevant to its deliberations. Dreyfus representatives noted that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus and the Subadviser from acting as investment adviser and sub-investment adviser, respectively, and noted the soft dollar arrangements in effect for trading the fund’s investments.
At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreements. Based on the discussions and considerations as described above, the Board concluded and determined as follows.
· The Board concluded that the nature, extent and quality of the services provided by Dreyfus and the Subadviser are adequate and appropriate.
· The Board was satisfied with the fund’s performance.
· The Board concluded that the fees paid to Dreyfus and the Subadviser supported the renewal of the Agreements in light of the considerations described above.
· The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered by Dreyfus in connection with the fee rate charged to the fund pursuant to the Agreement and that, to the extent in the future it were
36
determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.
In evaluating the Agreements, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with Dreyfus and its affiliates and the Subadviser, of the fund and the services provided to the fund by Dreyfus and the Subadviser. The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreements, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board��s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years. The Board determined to renew the Agreements.
37
BOARD MEMBERS INFORMATION (Unaudited)
INDEPENDENT BOARD MEMBERS
Chairman of the Board (1995)
Principal Occupation During Past 5 Years:
· Corporate Director and Trustee (1995-present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997-present)
No. of Portfolios for which Board Member Serves: 135
———————
Joni Evans (74)
Board Member (2006)
Principal Occupation During Past 5 Years:
· Chief Executive Officer, www.wowOwow.com, an online community dedicated to women’s conversations and publications (2007-present)
· Principal, Joni Evans Ltd. (publishing) (2006-present)
No. of Portfolios for which Board Member Serves: 24
———————
Ehud Houminer (76)
Board Member (1994)
Principal Occupation During Past 5 Years:
· Executive-in-Residence at the Columbia Business School, Columbia
University (1992-present)
Other Public Company Board Memberships During Past 5 Years:
· Avnet, Inc., an electronics distributor, Director (1993-2012)
No. of Portfolios for which Board Member Serves: 59
———————
Hans C. Mautner (79)
Board Member (1984)
Principal Occupation During Past 5 Years:
· Corporate Director and Trustee (1978-present)
No. of Portfolios for which Board Member Serves: 24
———————
38
Robin A. Melvin (53)
Board Member (1995)
Principal Occupation During Past 5 Years:
· Co-chairman, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois; (2014-present; board member since 2013)
· Director, Boisi Family Foundation, a private family foundation that supports
youth-serving organizations that promote the self sufficiency of youth from
disadvantaged circumstances (1995-2012)
No. of Portfolios for which Board Member Serves: 107
———————
Burton N. Wallack (66)
Board Member (2006)
Principal Occupation During Past 5 Years:
· President and Co-owner of Wallack Management Company, a real estate management
company (1987-present)
No. of Portfolios for which Board Member Serves: 24
———————
Benaree Pratt Wiley (70)
Board Member (2016)
Principal Occupation During Past 5 Years:
· Principal, The Wiley Group, a firm specializing in strategy and business development (2005-present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (2008-present)
No. of Portfolios for which Board Member Serves: 86
———————
39
BOARD MEMBERS INFORMATION (Unaudited) (continued)
INDEPENDENT BOARD MEMBERS (continued)
Gordon J. Davis (75)
Board Member (2006)
Principal Occupation During Past 5 Years:
· Partner in the law firm of Venable LLP (2012-present)
· Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012)
Other Public Company Board Memberships During Past 5 Years:
· Consolidated Edison, Inc., a utility company, Director (1997-2014)
· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)
No. of Portfolios for which Board Member Serves: 58
Gordon J. Davis is deemed to be an “interested person” (as defined under the Act) of the Company as a result of his affiliation with Venable LLP, which provides legal services to the Company.
———————
Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Member is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.
William Hodding Carter III, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member
40
OFFICERS OF THE FUND (Unaudited)
BRADLEY J. SKAPYAK, President since January 2010.
Chief Operating Officer and a director of the Manager since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of the Manager and the transfer agent of the funds, since May 2011 and Executive Vice President of the Distributor since June 2007. He is an officer of 64 investment companies (comprised of 135 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since February 1988.
BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.
Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since June 2015; from June 2005 to June 2015, he served in various capacities with Deutsche Bank – Asset & Wealth Management Division, including as Director and Associate General Counsel, and Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since June 2015.
JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.
Associate General Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 53 years old and has been an employee of the Manager since February 1984.
JAMES BITETTO, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon and Secretary of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since December 1996.
JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 61 years old and has been an employee of the Manager since October 1988.
JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since June 2000.
MAUREEN E. KANE, Vice President and Assistant Secretary since April 2015.
Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel, and from May 2009 until July 2014, Chief Compliance Officer of Century Capital Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 54 years old and has been an employee of the Manager since July 2014.
SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.
Senior Counsel of BNY Mellon, since March 2013, from August 2005 to March 2013, Associate General Counsel of Third Avenue Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 41 years old and has been an employee of the Manager since March 2013.
JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.
Senior Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 1990.
JAMES WINDELS, Treasurer since November 2001.
Director – Mutual Fund Accounting of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since April 1985.
RICHARD CASSARO, Assistant Treasurer since December 2005.
Senior Accounting Manager – Money Market, Municipal Bond and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since September 1982.
41
OFFICERS OF THE FUND (Unaudited) (continued)
GAVIN C. REILLY, Assistant Treasurer since December 2005.
Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since April 1991.
ROBERT S. ROBOL, Assistant Treasurer since August 2003.
Senior Accounting Manager of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since October 1988.
ROBERT SALVIOLO, Assistant Treasurer since July 2007.
Senior Accounting Manager – Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since June 1989.
ROBERT SVAGNA, Assistant Treasurer since August 2005.
Senior Accounting Manager – Fixed Income and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since November 1990.
JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.
Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (65 investment companies, comprised of 160 portfolios). He is 59 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.
CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016
Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor and from 2007 to December 2011, Financial Processing Manager of the Distributor. She is an officer of 60 investment companies (comprised of 155 portfolios) managed by the Manager. She is 48 years old and has been an employee of the Distributor since 1997.
42
NOTES
43
NOTES
44
NOTES
45
Dreyfus MLP Fund
200 Park Avenue
New York, NY 10166
Manager
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
Sub-Investment Adviser
The Boston Company
Asset Management LLC
BNY Mellon Center
One Boston Place
Boston, MA 02108
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Transfer Agent &
Dividend Disbursing Agent
Dreyfus Transfer, Inc.
200 Park Avenue
New York, NY 10166
Distributor
MBSC Securities Corporation
200 Park Avenue
New York, NY 10166
Ticker Symbols: Class A: DMFAX Class C: DMFCX Class I: DMFIX Class Y: DMFYX |
Telephone Call your financial representative or 1-800-DREYFUS
Mail The Dreyfus Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
E-mail Send your request to info@dreyfus.com
Internet Information can be viewed online or downloaded at www.dreyfus.com
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (phone 1-800-SEC-0330 for information).
A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.dreyfus.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.
© 2017 MBSC Securities Corporation |
Dreyfus Select Managers Small Cap Value Fund
ANNUAL REPORT November 30, 2016 |
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The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund. |
Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
T H E F U N D
Chief Executive Officer | |
With Those of Other Funds | |
Public Accounting Firm | |
the Fund’s Management, Portfolio | |
Allocation Management and Sub- | |
Investment Advisory Agreements | |
FOR MORE INFORMATION
Back Cover
| The Fund |
A LETTER FROM THE CHIEF EXECUTIVE OFFICER
Dear Shareholder:
We are pleased to present this annual report for Dreyfus Select Managers Small Cap Value Fund, covering the 12-month period from December 1, 2015 through November 30, 2016. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.
Stocks and bonds advanced over the reporting period despite bouts of market volatility stemming from various global economic developments. In December 2015, investor sentiment deteriorated amid sluggish global economic growth, falling commodity prices and the first increase in short-term U.S. interest rates in nearly a decade. These worries sparked particularly sharp stock market declines in January 2016, but equities began to rally in February when U.S. monetary policymakers refrained from additional rate hikes, other central banks eased their monetary policies further and commodity prices began to rebound. Stocks generally continued to climb through the summer, driving several broad measures of U.S. stock market performance to record highs. Stock prices moderated in advance of U.S. elections, but markets subsequently rallied to new highs in anticipation of changes in U.S. fiscal and tax policies. In the bond market, yields of high-quality sovereign bonds moved lower over much of the reporting period due to robust investor demand for current income, but yields surged higher after the election amid expectations of rising interest rates.
The transition to a new U.S. president and ongoing global economic headwinds suggest that volatility may persist in the financial markets over the foreseeable future. Some asset classes and industry groups seem likely to benefit from a changing economic and political landscape, while others probably will face challenges. Consequently, selectivity could become a more important determinant of investment success. As always, we encourage you to discuss the implications of our observations with your financial advisor.
Thank you for your continued confidence and support.
Sincerely,
Mark D. Santero
Chief Executive Officer
The Dreyfus Corporation
December 15, 2016
2
DISCUSSION OF FUND PERFORMANCE
For the period from December 1, 2015 through November 30, 2016, as provided by Keith L. Stransky and Robert B. Mayerick of EACM Advisors LLC, the fund’s portfolio allocation manager
Fund and Market Performance Overview
For the 12-month period ended November 30, 2016, Dreyfus Select Managers Small Cap Value Fund’s Class A, Class C, Class I and Class Y shares produced total returns of 10.72%, 9.94%, 11.09% and 11.13%, respectively.1 In comparison, the Russell 2000® Value Index (the “Index”), the fund’s benchmark, returned 19.85% for the same period.2
U.S. stocks gained value during the reporting period amid moderate economic growth and political change. The fund lagged the Index, primarily due to shortfalls in the information technology and industrials sectors.
The Fund’s Investment Approach
The fund seeks capital appreciation. To pursue its goal, the fund normally invests at least 80% of its net assets in the stocks of small-cap companies.
The fund uses a “multi-manager” approach by selecting various subadvisers to manage its assets. As the fund’s portfolio allocation manager, we seek subadvisers that complement one another’s style of investing, consistent with the fund’s investment goal. We monitor and evaluate the performance of the subadvisers and will advise and recommend to Dreyfus and the fund’s board any changes to the subadvisers.
The fund’s assets are currently allocated to seven subadvisers, each acting independently of one another and using their own methodology to select portfolio investments. As of the end of the reporting period: 11% of the fund’s assets were under the management of Thompson, Siegel, and Walmsley LLC, which employs a combination of quantitative and qualitative security selection methods based on a proprietary four-factor valuation model; approximately 23% of the fund’s assets were under the management of Walthausen & Co., LLC, which uses a proprietary valuation model to identify companies that are trading at a discount to their intrinsic values; approximately 14% of the fund’s assets were under the management of Neuberger Berman Investment Advisers LLC, which uses fundamental analysis and a bottom-up stock selection process to identify publicly traded small-cap companies selling at a material discount to their intrinsic value; approximately 8% of the fund’s assets were under the management of Lombardia Capital Partners, LLC, which uses fundamental analysis and a bottom-up value-oriented approach in seeking companies whose stocks are trading below what Lombardia estimates to be their intrinsic value over a complete market cycle, typically a period of three years; approximately 10% of the fund’s assets were under the management of Kayne Anderson Rudnick Investment Management, LLC, which employs a fundamental, bottom-up, research-driven investment process in seeking to identify high-quality companies whose securities are trading at attractive valuations; approximately 25% of the fund’s assets were under the management of Channing Capital Management, LLC, which employs intensive, fundamental, bottom-up research to identify high-quality companies that represent value opportunities; and approximately 9% of the fund’s assets were allocated to Eastern Shore Capital Management, which focuses on identifying companies with quality fundamentals that are trading at attractive valuations. The percentages of the fund’s assets allocated to the various subadvisers can change over time, within ranges described in the prospectus.
3
DISCUSSION OF FUND PERFORMANCE (continued)
Economic and Political Developments Drove Equity Markets
U.S. stocks moved sharply lower early in the reporting period due to weakening commodity prices, disappointing global economic data and rising short-term U.S. interest rates. Equities began a dramatic recovery in February and rallied through the spring in response to rebounding commodity prices, global monetary easing and indications that additional U.S. rate increases would be delayed. The market’s advance faltered in June when the United Kingdom voted to leave the European Union, but the market regained most of its lost ground by early July and continued to advance over the summer.
The stock market gave back some of its previous gains ahead of the presidential election, but stocks rallied to record highs after the election as investors revised their expectations of future fiscal and tax policies. Indeed, more than half of the Index’s gains for the reporting period were produced in the weeks after the election.
Fund Strategies Produced Mixed Results
The fund’s performance was constrained relative to the Index due to poor stock selection in information technology. Most notably, video software developer SeaChange International reported a quarterly loss related to a recent acquisition and optical networking provider Infinera issued an unenthusiastic outlook amid slower customer spending. In the industrials sector, document management specialist Pitney Bowes encountered soft demand in its core businesses and railcar manufacturer FreightCar America was hurt by deferred orders.
The energy sector produced more positive relative results when RSP Permian and Laredo Petroleum reported higher oil production volumes in Texas’s Permian Basin. In other areas, motorhomes producer Thor Industries saw rising demand from younger consumers and personal care services provider Addus HomeCare executed a turnaround through reduced costs and strategic investments.
Maintaining a Focus on Quality
Although the fund made no changes in its roster of subadvisers, we have continued to emphasize managers who favor companies with low debt levels and growth drivers that do not rely on economic developments. In our judgment, this investment posture positions the fund for a market rotation toward higher-quality stocks with sound business fundamentals.
December 15, 2016
Equities are subject generally to market, market sector, market liquidity, issuer, and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.
The prices of small company stocks tend to be more volatile than the prices of large company stocks, mainly because these companies have less established and more volatile earnings histories. They also tend to be less liquid than larger company stocks.
As of 11/30/16, the companies mentioned represented 2.68% of the fund’s portfolio in the aggregate; portfolio composition is subject to change at any time. The holdings listed should not be considered recommendations to buy or sell a particular security. Other holdings may not have performed as well as some of those listed herein. Portfolio composition is subject to change at any time.
1 Total return includes reinvestment of dividends and any capital gains paid, and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. Return figures provided reflect the absorption of certain fund expenses by The Dreyfus Corporation pursuant to an undertaking in effect through April 1, 2017, at which time it may be extended, terminated, or modified. Had these expenses not been absorbed, the fund’s returns would have been lower.
2 Source: Lipper Inc. — Reflects the reinvestment of dividends and, where applicable, capital gain distributions. The Russell 2000® Value Index is an unmanaged index, which measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. Investors cannot invest directly in any index.
4
FUND PERFORMANCE
Comparison of change in value of $10,000 investment in Dreyfus Select Managers Small Cap Value Fund Class A shares, Class C shares, Class I shares and Class Y shares and the Russell 2000® Value Index
† Source: Lipper Inc.
†† The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in each of the Class A, Class C, Class I and Class Y shares of Dreyfus Select Managers Small Cap Value Fund on 12/17/08 (inception date) to a $10,000 investment made in the Russell 2000® Value Index (the “Index”) on that date. All dividends and capital gain distributions are reinvested.
The fund’s performance shown in the line graph above takes into account the maximum initial sales charge on Class A shares and all other applicable fees and expenses on all classes. The Index is an unmanaged index, which measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.
5
FUND PERFORMANCE (continued)
Average Annual Total Returns as of 11/30/16 | ||||
Inception | From | |||
| Date | 1 Year | 5 Years | Inception |
Class A shares | ||||
with maximum sales charge (5.75%) | 12/17/08 | 4.37% | 11.79% | 13.63% |
without sales charge | 12/17/08 | 10.72% | 13.12% | 14.47% |
Class C shares | ||||
with applicable redemption charge† | 12/17/08 | 8.94% | 12.30% | 13.64% |
without redemption | 12/17/08 | 9.94% | 12.30% | 13.64% |
Class I shares | 12/17/08 | 11.09% | 13.51% | 14.85% |
Class Y shares | 7/1/13 | 11.13% | 13.60%†† | 14.78%†† |
Russell 2000® Value Index | 12/31/08 | 19.85% | 14.50% | 13.62%††† |
Past performance is not predictive of future performance. The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.
† The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.
†† The total return performance figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
††† For comparative purposes, the value of the Index as of 12/31/08 is used as the beginning value on 12/17/08.
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 Select Managers Small Cap Value Fund from June 1, 2016 to November 30, 2016. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.
Expenses and Value of a $1,000 Investment | ||||||||||
assuming actual returns for the six months ended November 30, 2016 | ||||||||||
Class A | Class C | Class I | Class Y | |||||||
Expenses paid per $1,000† |
| $6.93 |
| $10.91 |
| $5.34 |
| $5.07 | ||
Ending value (after expenses) |
| $1,132.60 |
| $1,128.60 |
| $1,134.60 |
| $1,134.70 |
COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)
Using the SEC’s method to compare expenses
The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.
Expenses and Value of a $1,000 Investment | ||||||||
assuming a hypothetical 5% annualized return for the six months ended November 30, 2016 | ||||||||
Class A | Class C | Class I | Class Y | |||||
Expenses paid per $1,000† |
| $6.56 |
| $10.33 |
| $5.05 |
| $4.80 |
Ending value (after expenses) |
| $1,018.50 |
| $1,014.75 |
| $1,020.00 |
| $1,020.25 |
† Expenses are equal to the fund’s annualized expense ratio of 1.30% for Class A, 2.05% for Class C, 1.00% for Class I and .95% for Class Y, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).
7
STATEMENT OF INVESTMENTS
November 30, 2016
Common Stocks - 95.2% | Shares | Value ($) | |||
Automobiles & Components - 1.6% | |||||
Dana | 109,420 | 1,848,104 | |||
Dorman Products | 14,950 | a | 1,079,988 | ||
Gentherm | 23,100 | a | 735,735 | ||
Miller Industries | 23,340 | 595,170 | |||
Motorcar Parts of America | 31,700 | a | 775,382 | ||
Superior Industries International | 56,550 | 1,422,233 | |||
Thor Industries | 36,400 | b | 3,660,748 | ||
Winnebago Industries | 86,670 | 2,812,441 | |||
12,929,801 | |||||
Banks - 14.9% | |||||
Banc of California | 32,142 | 485,344 | |||
Bancorp | 82,000 | a | 567,440 | ||
Bank of Hawaii | 55,450 | b | 4,622,866 | ||
Bank of the Ozarks | 41,830 | 2,029,592 | |||
BankUnited | 105,032 | 3,721,284 | |||
Banner | 107,887 | 5,624,149 | |||
BNC Bancorp | 75,735 | b | 2,287,197 | ||
BofI Holding | 51,475 | a,b | 1,216,354 | ||
Boston Private Financial Holdings | 89,100 | 1,336,500 | |||
Brookline Bancorp | 130,045 | 1,937,670 | |||
Bryn Mawr Bank | 50,990 | 1,876,432 | |||
City Holding | 35,350 | 2,173,318 | |||
Columbia Banking System | 150,814 | 6,005,413 | |||
Commerce Bancshares | 29,382 | 1,610,436 | |||
Community Bank System | 44,345 | b | 2,514,361 | ||
Customers Bancorp | 48,990 | a | 1,494,195 | ||
Eagle Bancorp | 58,706 | a | 3,448,977 | ||
East West Bancorp | 20,545 | 983,695 | |||
Essent Group | 94,735 | a | 2,891,312 | ||
F.N.B. | 38,241 | 584,322 | |||
First Busey | 36,450 | 999,095 | |||
First Financial Bancorp | 82,360 | 2,207,248 | |||
First Financial Bankshares | 35,100 | b | 1,511,055 | ||
Great Southern Bancorp | 35,810 | 1,777,967 | |||
Heartland Financial USA | 44,060 | 1,887,971 | |||
HomeStreet | 26,300 | a | 764,015 | ||
Hope Bancorp | 117,234 | 2,332,957 |
8
Common Stocks - 95.2% (continued) | Shares | Value ($) | |||
Banks - 14.9% (continued) | |||||
Huntington Bancshares | 203,580 | 2,536,607 | |||
IBERIABANK | 84,413 | 6,993,617 | |||
Independent Bank | 53,775 | 3,500,752 | |||
Investors Bancorp | 137,240 | 1,858,230 | |||
Lakeland Financial | 57,540 | b | 2,428,188 | ||
MB Financial | 160,019 | 6,924,022 | |||
MGIC Investment | 97,808 | a | 887,119 | ||
Nationstar Mortgage Holdings | 65,400 | a,b | 1,110,492 | ||
NMI Holdings, Cl. A | 246,900 | a | 2,123,340 | ||
Opus Bank | 19,232 | 486,570 | |||
PacWest Bancorp | 50,845 | 2,605,806 | |||
Popular | 21,900 | 890,235 | |||
Provident Financial Services | 31,045 | 836,352 | |||
Radian Group | 89,000 | 1,295,840 | |||
South State | 78,248 | 6,647,168 | |||
Southside Bancshares | 54,237 | 2,086,499 | |||
Stock Yards Bancorp | 48,325 | 1,990,990 | |||
TCF Financial | 88,850 | 1,541,548 | |||
Texas Capital Bancshares | 129,134 | a | 9,394,498 | ||
TriCo Bancshares | 61,440 | 1,920,614 | |||
Western Alliance Bancorp | 26,125 | a | 1,220,560 | ||
Wintrust Financial | 11,460 | 754,526 | |||
WSFS Financial | 53,970 | 2,301,820 | |||
121,226,558 | |||||
Capital Goods - 9.9% | |||||
AAON | 15,710 | 516,859 | |||
AAR | 50,820 | 1,874,750 | |||
Aerovironment | 40,850 | a,b | 1,156,055 | ||
Albany International, Cl. A | 21,580 | 1,007,786 | |||
Allied Motion Technologies | 39,458 | 843,612 | |||
American Woodmark | 18,360 | a | 1,407,294 | ||
Armstrong World Industries | 19,875 | a | 828,788 | ||
AZZ | 12,305 | 801,056 | |||
Briggs & Stratton | 74,360 | 1,540,739 | |||
CLARCOR | 19,600 | 1,380,820 | |||
Columbus McKinnon | 76,460 | 2,012,427 | |||
DigitalGlobe | 31,200 | a | 1,003,080 | ||
Dycom Industries | 8,135 | a | 595,726 | ||
EMCOR Group | 26,090 | 1,809,863 |
9
STATEMENT OF INVESTMENTS (continued)
Common Stocks - 95.2% (continued) | Shares | Value ($) | |||
Capital Goods - 9.9% (continued) | |||||
FreightCar America | 79,150 | 1,161,922 | |||
GATX | 30,020 | b | 1,640,293 | ||
Graco | 34,800 | 2,826,804 | |||
Great Lakes Dredge and Dock | 375,460 | a | 1,595,705 | ||
H&E Equipment Services | 20,560 | 378,510 | |||
Harsco | 84,500 | 1,183,000 | |||
Hexcel | 135,680 | 7,017,370 | |||
Hillenbrand | 154,356 | 5,402,460 | |||
Houston Wire & Cable | 82,830 | 505,263 | |||
ITT | 70,300 | 2,838,011 | |||
John Bean Technologies | 63,158 | 5,696,852 | |||
KBR | 101,340 | 1,693,391 | |||
Kennametal | 28,015 | 966,237 | |||
KEYW Holding | 166,930 | a,b | 2,091,633 | ||
Manitowoc | 111,450 | a | 664,242 | ||
Meritor | 71,210 | a | 898,670 | ||
Moog, Cl. A | 19,340 | a | 1,350,512 | ||
Mueller Water Products, Cl. A | 133,670 | 1,768,454 | |||
Owens Corning | 19,300 | 991,634 | |||
Ply Gem Holdings | 126,460 | a | 1,928,515 | ||
RBC Bearings | 32,200 | a | 2,729,272 | ||
Regal Beloit | 28,500 | 2,077,650 | |||
Snap-on | 8,380 | 1,401,136 | |||
Spirit AeroSystems Holdings, Cl. A | 48,510 | 2,825,707 | |||
Standex International | 13,625 | 1,200,363 | |||
Stoneridge | 91,660 | a | 1,454,644 | ||
Sun Hydraulics | 35,950 | 1,428,653 | |||
Teledyne Technologies | 10,940 | a | 1,366,078 | ||
The Greenbrier Companies | 25,470 | b | 988,236 | ||
Triumph Group | 14,537 | 404,129 | |||
Tutor Perini | 90,550 | a | 2,363,355 | ||
Twin Disc | 30,580 | a,b | 443,716 | ||
Valmont Industries | 6,800 | 1,012,520 | |||
Woodward | 26,635 | 1,803,989 | |||
80,877,781 | |||||
Commercial & Professional Services - 7.0% | |||||
ABM Industries | 132,096 | 5,812,224 | |||
AMN Healthcare Services | 33,100 | a | 1,102,230 | ||
ARC Document Solutions | 132,300 | a | 590,058 |
10
Common Stocks - 95.2% (continued) | Shares | Value ($) | |||
Commercial & Professional Services - 7.0% (continued) | |||||
Casella Waste Systems, Cl. A | 131,540 | a | 1,665,296 | ||
CBIZ | 20,870 | a | 258,788 | ||
CEB | 42,150 | 2,484,742 | |||
Clean Harbors | 29,800 | a | 1,574,930 | ||
Covanta Holding | 172,440 | b | 2,517,624 | ||
Deluxe | 30,472 | 2,062,954 | |||
Heritage-Crystal Clean | 74,980 | a | 1,222,174 | ||
Huron Consulting Group | 40,234 | a | 2,122,343 | ||
Interface | 146,730 | 2,553,102 | |||
Kimball International, Cl. B | 12,250 | 183,750 | |||
Knoll | 27,645 | 732,869 | |||
Korn/Ferry International | 34,032 | 863,732 | |||
Matthews International, Cl. A | 102,296 | 7,442,034 | |||
McGrath RentCorp | 76,710 | 2,832,133 | |||
MSA Safety | 89,116 | 5,539,451 | |||
Navigant Consulting | 55,900 | a | 1,380,730 | ||
Pitney Bowes | 139,387 | 2,000,203 | |||
R.R. Donnelley & Sons Co. | 10,955 | 190,507 | |||
Steelcase, Cl. A | 594,154 | 9,239,095 | |||
Tetra Tech | 9,695 | 415,431 | |||
Textainer Group Holdings | 135,240 | b | 1,311,828 | ||
UniFirst | 5,680 | 802,868 | |||
Viad | 12,200 | 535,580 | |||
57,436,676 | |||||
Consumer Durables & Apparel - 2.2% | |||||
Bassett Furniture Industries | 56,060 | 1,628,543 | |||
Brunswick | 15,095 | 756,561 | |||
Columbia Sportswear | 24,225 | 1,377,676 | |||
Crocs | 71,370 | a | 499,590 | ||
CSS Industries | 33,540 | 911,953 | |||
Deckers Outdoor | 14,800 | a,b | 880,304 | ||
Libbey | 24,783 | 474,099 | |||
M.D.C. Holdings | 50,270 | 1,351,258 | |||
M/I Homes | 95,760 | a | 2,236,954 | ||
Nautilus | 31,045 | a | 533,974 | ||
Oxford Industries | 7,575 | 550,400 | |||
Polaris Industries | 14,100 | b | 1,224,726 | ||
Steven Madden | 19,115 | a | 708,211 | ||
TRI Pointe Group | 127,780 | a | 1,484,804 |
11
STATEMENT OF INVESTMENTS (continued)
Common Stocks - 95.2% (continued) | Shares | Value ($) | |||
Consumer Durables & Apparel - 2.2% (continued) | |||||
Tupperware Brands | 1,496 | 82,938 | |||
Unifi | 76,020 | a | 2,365,742 | ||
Vera Bradley | 44,500 | a | 641,690 | ||
17,709,423 | |||||
Consumer Services - 2.4% | |||||
AdvancePierre Foods Holdings | 39,565 | 1,071,025 | |||
Bloomin' Brands | 58,200 | 1,082,520 | |||
Cheesecake Factory | 76,760 | 4,541,889 | |||
Extended Stay America | 62,132 | 966,774 | |||
Houghton Mifflin Harcourt | 51,200 | a | 565,760 | ||
ILG | 121,270 | 2,191,349 | |||
Jamba | 58,600 | a,b | 581,312 | ||
LifeLock | 54,900 | a,b | 1,307,169 | ||
Marriott Vacations Worldwide | 14,385 | 1,116,851 | |||
Ruth's Hospitality Group | 23,112 | 392,904 | |||
SeaWorld Entertainment | 217,870 | b | 3,682,003 | ||
Vista Outdoor | 60,780 | a | 2,440,317 | ||
19,939,873 | |||||
Diversified Financials - 4.2% | |||||
Ares Capital | 42,023 | 674,049 | |||
Artisan Partners Asset Management, Cl. A | 176,035 | 5,245,843 | |||
Cowen Group, Cl. A | 349,400 | a,b | 1,275,310 | ||
Encore Capital Group | 64,852 | a,b | 1,780,187 | ||
Evercore Partners, Cl. A | 104,700 | 7,056,780 | |||
FNFV Group | 121,460 | a | 1,554,688 | ||
Gain Capital Holdings | 62,482 | 401,759 | |||
Green Dot, Cl. A | 64,132 | a | 1,546,223 | ||
HFF, Cl. A | 119,150 | 3,455,350 | |||
Janus Capital Group | 48,772 | 658,422 | |||
New Mountain Finance | 47,308 | 671,774 | |||
Stifel Financial | 178,228 | a | 8,884,666 | ||
TCP Capital | 14,670 | 247,776 | |||
Waddell & Reed Financial, Cl. A | 24,642 | 481,258 | |||
33,934,085 | |||||
Energy - 3.8% | |||||
Advanced Energy Industries | 17,035 | a | 940,502 | ||
Aegean Marine Petroleum Network | 101,300 | 1,139,625 | |||
Core Laboratories | 31,330 | b | 3,501,441 | ||
Delek US Holdings | 53,300 | 1,071,863 |
12
Common Stocks - 95.2% (continued) | Shares | Value ($) | |||
Energy - 3.8% (continued) | |||||
Era Group | 105,680 | a | 1,237,513 | ||
Forum Energy Technologies | 17,410 | a | 378,668 | ||
Helix Energy Solutions Group | 64,600 | a | 675,070 | ||
ION Geophysical | 12,524 | a,b | 92,678 | ||
Laredo Petroleum | 214,486 | a | 3,429,631 | ||
Matador Resources | 22,859 | a | 608,964 | ||
McDermott International | 78,220 | a,b | 538,154 | ||
Newpark Resources | 84,100 | a | 618,135 | ||
Oasis Petroleum | 34,265 | a | 512,947 | ||
Oceaneering International | 47,020 | 1,253,083 | |||
Oil States International | 124,641 | a | 4,468,380 | ||
PDC Energy | 8,330 | a | 620,169 | ||
Ring Energy | 68,000 | a,b | 870,400 | ||
RSP Permian | 154,687 | a | 6,906,775 | ||
Synergy Resources | 131,340 | a | 1,246,417 | ||
TETRA Technologies | 151,690 | a | 823,677 | ||
30,934,092 | |||||
Exchange-Traded Funds - .9% | |||||
iShares Russell 2000 ETF | 58,665 | b | 7,720,901 | ||
Food & Staples Retailing - .4% | |||||
Andersons | 35,050 | 1,379,218 | |||
Casey's General Stores | 9,200 | 1,108,140 | |||
SpartanNash | 2,962 | 107,254 | |||
United Natural Foods | 20,800 | a | 976,560 | ||
3,571,172 | |||||
Food, Beverage & Tobacco - 1.3% | |||||
Cal-Maine Foods | 15,916 | 647,781 | |||
Dean Foods | 46,734 | 928,137 | |||
Hain Celestial Group | 9,090 | a | 356,237 | ||
Lancaster Colony | 7,182 | 973,233 | |||
MGP Ingredients | 69,520 | b | 3,288,296 | ||
National Beverage | 38,893 | b | 1,963,708 | ||
Sanderson Farms | 4,282 | 345,343 | |||
Seaboard | 436 | a | 1,784,548 | ||
10,287,283 | |||||
Health Care Equipment & Services - 3.3% | |||||
Accuray | 191,690 | a,b | 968,035 | ||
Addus HomeCare | 54,340 | a | 1,885,598 | ||
Air Methods | 25,500 | a,b | 833,850 |
13
STATEMENT OF INVESTMENTS (continued)
Common Stocks - 95.2% (continued) | Shares | Value ($) | |||
Health Care Equipment & Services - 3.3% (continued) | |||||
Allscripts Healthcare Solutions | 160,560 | a | 1,762,949 | ||
Analogic | 9,500 | 875,425 | |||
Anika Therapeutics | 34,474 | a | 1,608,557 | ||
BioTelemetry | 57,500 | a | 1,118,375 | ||
Cynosure, Cl. A | 19,100 | a | 866,185 | ||
Haemonetics | 13,000 | a | 515,190 | ||
HealthSouth | 57,947 | b | 2,414,651 | ||
ICU Medical | 3,025 | a | 454,506 | ||
Kindred Healthcare | 418,603 | 2,783,710 | |||
LHC Group | 43,110 | a | 1,813,207 | ||
Luminex | 40,800 | a | 829,464 | ||
Molina Healthcare | 44,200 | a | 2,336,412 | ||
Natus Medical | 23,090 | a | 920,137 | ||
NuVasive | 10,980 | a | 712,602 | ||
Patterson | 56,850 | 2,202,369 | |||
PharMerica | 27,687 | a | 665,872 | ||
VWR | 47,050 | a | 1,279,760 | ||
26,846,854 | |||||
Household & Personal Products - .2% | |||||
WD-40 | 18,280 | 1,972,412 | |||
Insurance - 4.0% | |||||
American Equity Investment Life Holding | 36,058 | 747,482 | |||
American Financial Group | 17,700 | 1,455,471 | |||
Assurant | 14,410 | 1,244,159 | |||
Federated National Holding | 43,900 | 763,421 | |||
First American Financial | 133,425 | 5,035,459 | |||
Greenlight Capital Re, Cl. A | 52,300 | a,b | 1,189,825 | ||
Horace Mann Educators | 187,681 | 7,535,392 | |||
Infinity Property & Casualty | 12,000 | 1,035,000 | |||
Maiden Holdings | 82,200 | 1,265,880 | |||
MBIA | 6,000 | a | 62,340 | ||
Navigators Group | 30,375 | 3,201,525 | |||
Primerica | 79,996 | b | 5,655,717 | ||
RLI | 34,900 | 2,095,396 | |||
Stewart Information Services | 23,800 | 1,129,072 | |||
Validus Holdings | 10,551 | 573,341 | |||
32,989,480 | |||||
Materials - 6.7% | |||||
A. Schulman | 157,684 | 5,250,877 |
14
Common Stocks - 95.2% (continued) | Shares | Value ($) | |||
Materials - 6.7% (continued) | |||||
American Vanguard | 74,760 | 1,360,632 | |||
Ampco-Pittsburgh | 25,950 | 403,523 | |||
AptarGroup | 17,210 | 1,259,428 | |||
Avery Dennison | 45,250 | 3,260,715 | |||
Clearwater Paper | 4,522 | a | 281,268 | ||
Cliffs Natural Resources | 170,930 | a,b | 1,505,893 | ||
Commercial Metals | 63,630 | 1,400,496 | |||
Compass Minerals International | 11,800 | b | 915,090 | ||
Crown Holdings | 51,210 | a | 2,785,312 | ||
Domtar | 25,801 | 1,013,205 | |||
Eagle Materials | 7,950 | 772,740 | |||
Ferro | 280,031 | a | 4,144,459 | ||
Ferroglobe | 117,200 | 1,337,252 | |||
GCP Applied Technologies | 132,350 | a | 3,705,800 | ||
Graphic Packaging Holding | 94,490 | 1,187,739 | |||
Ingevity | 14,575 | a | 763,293 | ||
Intrepid Potash | 470,460 | a | 644,530 | ||
Kaiser Aluminum | 42,082 | 3,467,136 | |||
KapStone Paper and Packaging | 26,310 | 537,513 | |||
Materion | 47,360 | 1,816,256 | |||
Mercer International | 162,637 | 1,545,052 | |||
Nevsun Resources | 309,060 | 995,173 | |||
Orchids Paper Products | 4,830 | 120,315 | |||
PolyOne | 225,092 | 7,421,283 | |||
Resolute Forest Products | 87,600 | a,b | 407,340 | ||
RPC | 43,350 | 870,468 | |||
Scotts Miracle-Gro, Cl. A | 18,000 | 1,642,860 | |||
Stepan | 15,370 | 1,247,583 | |||
TriMas | 39,320 | a | 843,414 | ||
Westlake Chemical | 27,580 | 1,631,909 | |||
54,538,554 | |||||
Media - 1.9% | |||||
AMC Entertainment Holdings, Cl. A | 21,900 | b | 743,505 | ||
Cinemark Holdings | 91,250 | 3,635,400 | |||
E.W. Scripps, Cl. A | 51,800 | a,b | 886,816 | ||
Meredith | 101,111 | 5,616,716 | |||
New Media Investment Group | 50,541 | 776,310 | |||
TiVo | 157,629 | a | 3,191,987 |
15
STATEMENT OF INVESTMENTS (continued)
Common Stocks - 95.2% (continued) | Shares | Value ($) | |||
Media - 1.9% (continued) | |||||
World Wrestling Entertainment, Cl. A | 42,300 | b | 794,394 | ||
15,645,128 | |||||
Pharmaceuticals, Biotechnology & Life Sciences - 1.9% | |||||
Albany Molecular Research | 147,290 | a,b | 2,481,836 | ||
Cambrex | 19,875 | a | 995,738 | ||
Charles River Laboratories International | 115,432 | a | 8,207,215 | ||
Emergent BioSolutions | 14,889 | a | 398,430 | ||
Exelixis | 22,520 | a | 381,038 | ||
Fluidigm | 61,200 | a,b | 393,516 | ||
Insmed | 23,475 | a | 320,434 | ||
Kite Pharma | 7,380 | a | 375,863 | ||
Lannett | 22,000 | a,b | 503,800 | ||
Lexicon Pharmaceuticals | 33,885 | a | 516,069 | ||
Neurocrine Biosciences | 11,735 | a | 545,091 | ||
Ultragenyx Pharmaceutical | 4,540 | a | 355,437 | ||
15,474,467 | |||||
Real Estate - 4.5% | |||||
Alexander & Baldwin | 16,090 | 709,086 | |||
Chatham Lodging Trust | 37,800 | c | 724,248 | ||
Columbia Property Trust | 46,600 | c | 981,396 | ||
Communications Sales & Leasing | 42,900 | c | 1,069,497 | ||
Corporate Office Properties Trust | 188,823 | c | 5,404,114 | ||
Cousins Properties | 54,891 | c | 434,188 | ||
Equity Commonwealth | 50,700 | a,c | 1,474,356 | ||
FelCor Lodging Trust | 137,300 | c | 996,798 | ||
First Industrial Realty Trust | 140,864 | b,c | 3,725,853 | ||
First Potomac Realty Trust | 40,219 | c | 395,353 | ||
GEO Group | 23,138 | c | 769,570 | ||
Gramercy Property Trust | 174,145 | 1,522,027 | |||
Healthcare Realty Trust | 129,766 | c | 3,812,525 | ||
Hersha Hospitality Trust | 29,721 | 599,473 | |||
Highwoods Properties | 13,255 | c | 637,035 | ||
InfraREIT | 31,000 | c | 531,340 | ||
iStar | 94,474 | a,c | 1,154,472 | ||
LaSalle Hotel Properties | 29,258 | c | 821,272 | ||
Medical Properties Trust | 84,417 | c | 1,006,251 | ||
New Senior Investment Group | 137,423 | c | 1,393,469 | ||
Newcastle Investment | 76,400 | c | 346,092 | ||
Outfront Media | 62,125 | c | 1,566,171 |
16
Common Stocks - 95.2% (continued) | Shares | Value ($) | |||
Real Estate - 4.5% (continued) | |||||
Parkway | 21,746 | a | 426,222 | ||
Ramco-Gershenson Properties Trust | 72,419 | c | 1,228,950 | ||
RE/MAX Holdings, Cl. A | 65,100 | 3,189,900 | |||
Retail Opportunity Investments | 42,500 | c | 877,200 | ||
Terreno Realty | 20,440 | 556,377 | |||
36,353,235 | |||||
Retailing - 3.4% | |||||
Asbury Automotive Group | 16,044 | a | 942,585 | ||
Barnes & Noble | 56,700 | 714,420 | |||
Big Lots | 7,688 | 389,090 | |||
Buckle | 12,647 | 319,969 | |||
Comfort Systems USA | 37,100 | 1,194,620 | |||
DSW, Cl. A | 25,674 | 610,014 | |||
Essendant | 23,594 | 457,016 | |||
Express | 157,960 | a | 2,110,346 | ||
Finish Line, Cl. A | 29,900 | b | 670,956 | ||
FirstCash | 16,700 | 766,530 | |||
Hibbett Sports | 25,892 | a | 1,042,153 | ||
JAKKS Pacific | 76,660 | a,b | 540,453 | ||
Lithia Motors, Cl. A | 58,709 | 5,395,357 | |||
New York & Co. | 61,280 | a | 124,398 | ||
Nexeo Solutions | 203,900 | a | 1,529,250 | ||
Office Depot | 165,988 | 808,362 | |||
Red Robin Gourmet Burgers | 11,143 | a | 573,307 | ||
Rent-A-Center | 50,279 | 580,722 | |||
Restoration Hardware Holdings | 53,010 | a,b | 1,911,010 | ||
Sally Beauty Holdings | 93,800 | a,b | 2,456,622 | ||
Select Comfort | 65,092 | a | 1,472,381 | ||
Sonic Automotive, Cl. A | 51,051 | 1,079,729 | |||
Triton International | 78,410 | 1,512,529 | |||
West Marine | 58,710 | a | 564,790 | ||
27,766,609 | |||||
Semiconductors & Semiconductor Equipment - 4.4% | |||||
Cabot Microelectronics | 63,735 | 3,797,331 | |||
CEVA | 22,730 | a | 722,814 | ||
ChipMOS TECHNOLOGIES | 32,368 | 511,738 | |||
Cypress Semiconductor | 156,060 | 1,755,675 | |||
Entegris | 65,950 | a | 1,183,803 | ||
FormFactor | 113,150 | a | 1,267,280 |
17
STATEMENT OF INVESTMENTS (continued)
Common Stocks - 95.2% (continued) | Shares | Value ($) | |||
Semiconductors & Semiconductor Equipment - 4.4% (continued) | |||||
Inphi | 12,300 | a | 555,591 | ||
Integrated Device Technology | 44,480 | a | 1,040,832 | ||
MACOM Technology Solutions Holdings | 33,200 | a,b | 1,654,024 | ||
MaxLinear, Cl. A | 30,665 | a | 626,486 | ||
Mellanox Technologies | 43,390 | a | 1,798,515 | ||
Microsemi | 174,329 | a | 9,544,513 | ||
MKS Instruments | 14,385 | 827,857 | |||
Monolithic Power Systems | 10,035 | 823,271 | |||
Photronics | 51,987 | a | 519,870 | ||
Rambus | 172,880 | a | 2,273,372 | ||
Semtech | 32,900 | a | 924,490 | ||
Silicon Laboratories | 26,545 | a | 1,761,261 | ||
Synaptics | 7,954 | a | 434,129 | ||
Teradyne | 13,022 | 317,476 | |||
Ultratech | 98,890 | a | 2,266,559 | ||
Veeco Instruments | 57,200 | a | 1,524,380 | ||
36,131,267 | |||||
Software & Services - 5.8% | |||||
ACI Worldwide | 20,825 | a | 387,553 | ||
Acxiom | 61,000 | a | 1,618,330 | ||
American Software, Cl. A | 137,300 | 1,513,046 | |||
Blackbaud | 8,325 | 522,644 | |||
Booz Allen Hamilton Holdings | 198,394 | 7,501,277 | |||
Cass Information Systems | 46,068 | 3,224,760 | |||
Convergys | 61,360 | b | 1,587,383 | ||
CoreLogic | 65,030 | a | 2,453,582 | ||
Cornerstone OnDemand | 8,325 | a | 298,951 | ||
Covisint | 184,100 | a | 414,225 | ||
DST Systems | 24,010 | 2,478,072 | |||
Fair Isaac | 7,575 | 861,202 | |||
FireEye | 82,000 | a,b | 1,052,880 | ||
Gigamon | 9,280 | a | 495,088 | ||
InterXion Holding | 36,725 | a | 1,254,526 | ||
Jack Henry & Associates | 28,230 | 2,440,201 | |||
Lionbridge Technologies | 171,200 | a | 859,424 | ||
MAXIMUS | 14,385 | 795,347 | |||
MoneyGram International | 87,060 | a | 950,695 | ||
Monotype Imaging Holdings | 142,090 | 2,784,964 | |||
NeuStar, Cl. A | 81,600 | a,b | 1,978,800 |
18
Common Stocks - 95.2% (continued) | Shares | Value ($) | |||
Software & Services - 5.8% (continued) | |||||
Nuance Communications | 153,850 | a | 2,493,908 | ||
SeaChange International | 125,420 | a | 327,346 | ||
Silver Spring Networks | 87,800 | a | 1,224,810 | ||
SPS Commerce | 5,675 | a | 393,107 | ||
Synchronoss Technologies | 25,800 | a | 1,250,784 | ||
Teradata | 26,333 | a | 707,041 | ||
VASCO Data Security International | 102,940 | a | 1,492,630 | ||
VeriFone Systems | 77,284 | a | 1,305,327 | ||
Verint Systems | 78,268 | a | 2,938,969 | ||
47,606,872 | |||||
Technology Hardware & Equipment - 5.9% | |||||
Anixter International | 84,043 | a | 6,567,960 | ||
Badger Meter | 68,950 | b | 2,499,437 | ||
Belden | 92,486 | 6,834,715 | |||
Brocade Communications Systems | 36,980 | 456,333 | |||
Ciena | 77,330 | a | 1,658,729 | ||
Cognex | 31,080 | 1,855,787 | |||
CTS | 15,329 | 338,771 | |||
II-VI | 22,730 | a | 686,446 | ||
Infinera | 187,220 | a | 1,591,370 | ||
Itron | 24,830 | a | 1,594,086 | ||
Kimball Electronics | 50,970 | a | 889,427 | ||
Knowles | 41,080 | a | 658,512 | ||
Littelfuse | 43,552 | 6,349,446 | |||
Lumentum Holdings | 11,170 | a | 447,917 | ||
Maxwell Technologies | 100,000 | a,b | 500,000 | ||
Mercury Systems | 95,290 | a | 2,831,066 | ||
Methode Electronics | 46,200 | 1,707,090 | |||
OSI Systems | 15,310 | a | 1,158,967 | ||
Park Electrochemical | 18,809 | 341,007 | |||
Quantum | 300,830 | a | 274,658 | ||
Rogers | 14,630 | a | 1,087,302 | ||
ScanSource | 21,519 | a | 814,494 | ||
ShoreTel | 139,400 | a | 975,800 | ||
Sonus Networks | 97,300 | a | 586,719 | ||
Super Micro Computer | 20,353 | a | 556,655 | ||
Viavi Solutions | 96,400 | a | 756,740 | ||
Virtusa | 2,160 | a | 47,995 | ||
Vishay Intertechnology | 205,890 | b | 3,119,233 |
19
STATEMENT OF INVESTMENTS (continued)
Common Stocks - 95.2% (continued) | Shares | Value ($) | |||
Technology Hardware & Equipment - 5.9% (continued) | |||||
Zebra Technologies, Cl. A | 14,242 | a | 1,125,830 | ||
48,312,492 | |||||
Telecommunication Services - .7% | |||||
ARRIS International | 95,180 | a | 2,730,714 | ||
CalAmp | 47,300 | a | 687,742 | ||
FairPoint Communications | 52,700 | a,b | 877,455 | ||
Vonage Holdings | 175,100 | a | 1,153,909 | ||
5,449,820 | |||||
Transportation - 1.6% | |||||
Air Transport Services Group | 60,000 | a | 972,000 | ||
Allegiant Travel | 8,300 | 1,356,220 | |||
Avis Budget Group | 49,800 | a | 1,906,842 | ||
Celadon Group | 94,800 | 763,140 | |||
Danaos | 105,701 | a | 327,673 | ||
Kirby | 24,180 | a,b | 1,534,221 | ||
Landstar System | 33,585 | 2,735,498 | |||
Ryder System | 22,270 | 1,743,741 | |||
Spirit Airlines | 19,690 | a | 1,094,764 | ||
YRC Worldwide | 19,800 | a | 251,064 | ||
12,685,163 | |||||
Utilities - 2.3% | |||||
ALLETE | 97,914 | 6,053,043 | |||
Atlantic Power | 239,800 | 635,470 | |||
Dynegy | 48,520 | a,b | 419,698 | ||
NorthWestern | 27,500 | 1,542,750 | |||
Ormat Technologies | 28,850 | 1,379,896 | |||
PNM Resources | 42,100 | 1,330,360 | |||
Portland General Electric | 53,242 | 2,214,867 | |||
SJW | 16,010 | 859,257 | |||
South Jersey Industries | 22,900 | 755,700 | |||
Spire | 60,961 | 3,934,423 | |||
19,125,464 | |||||
Total Common Stocks (cost $638,100,666) | 777,465,462 | ||||
Preferred Stocks - .1% | |||||
Utilities - .1% | |||||
Dynergy | 8,100 | 528,849 |
20
Master Limited Partnerships - .5% | Shares | Value ($) | |||
Materials - .1% | |||||
Ciner Resources LP | 39,280 | 1,217,680 | |||
Utilities - .4% | |||||
Suburban Propane Partners LP | 104,530 | b | 2,961,335 | ||
Total Master Limited Partnerships (cost $4,091,288) | 4,179,015 | ||||
Investment of Cash Collateral for Securities Loaned - 5.4% | |||||
Registered Investment Company; | |||||
Dreyfus Institutional Preferred Money Market Fund, Hamilton Shares | 44,491,930 | d | 44,491,930 | ||
Total Investments (cost $687,512,052) | 101.2% | 826,665,256 | |||
Liabilities, Less Cash and Receivables | (1.2%) | (10,092,128) | |||
Net Assets | 100.0% | 816,573,128 |
ADR—American Depository Receipt
ETF—Exchange-Traded Fund
LP—Limited Partnership
aNon-income producing security.
b Security, or portion thereof, on loan. At November 30, 2016, the value of the fund’s securities on loan was $65,539,429 and the value of the collateral held by the fund was $67,169,953, consisting of cash collateral of $44,491,930 and U.S. Government & Agency securities valued at $22,678,023.
c Investment in real estate investment trust.
d Investment in affiliated money market mutual fund.
21
STATEMENT OF INVESTMENTS (continued)
Portfolio Summary (Unaudited) † | Value (%) |
Banks | 14.9 |
Capital Goods | 9.9 |
Commercial & Professional Services | 7.0 |
Materials | 6.8 |
Technology Hardware & Equipment | 5.9 |
Software & Services | 5.8 |
Money Market Investment | 5.4 |
Real Estate | 4.5 |
Semiconductors & Semiconductor Equipment | 4.4 |
Diversified Financials | 4.2 |
Insurance | 4.0 |
Energy | 3.8 |
Retailing | 3.4 |
Health Care Equipment & Services | 3.3 |
Utilities | 2.8 |
Consumer Services | 2.4 |
Consumer Durables & Apparel | 2.2 |
Media | 1.9 |
Pharmaceuticals, Biotechnology & Life Sciences | 1.9 |
Automobiles & Components | 1.6 |
Transportation | 1.6 |
Food, Beverage & Tobacco | 1.3 |
Exchange-Traded Fund | .9 |
Telecommunication Services | .7 |
Food & Staples Retailing | .4 |
Household & Personal Products | .2 |
101.2 |
† Based on net assets.
See notes to financial statements.
22
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2016
|
|
|
|
|
|
|
|
|
| Cost |
| Value |
|
Assets ($): |
|
|
|
| ||
Investments in securities—See Statement of Investments |
|
|
|
| ||
Unaffiliated issuers |
| 643,020,122 |
| 782,173,326 |
| |
Affiliated issuers |
| 44,491,930 |
| 44,491,930 |
| |
Cash |
|
|
|
| 33,843,142 |
|
Receivable for investment securities sold |
|
|
|
| 7,278,326 |
|
Dividends and securities lending income receivable |
|
|
|
| 899,333 |
|
Receivable for shares of Common Stock subscribed |
|
|
|
| 703,226 |
|
Prepaid expenses |
|
|
|
| 40,701 |
|
|
|
|
|
| 869,429,984 |
|
Liabilities ($): |
|
|
|
| ||
Due to The Dreyfus Corporation and affiliates—Note 3(c) |
|
|
|
| 659,844 |
|
Liability for securities on loan—Note 1(b) |
|
|
|
| 44,491,930 |
|
Payable for investment securities purchased |
|
|
|
| 7,368,059 |
|
Payable for shares of Common Stock redeemed |
|
|
|
| 250,671 |
|
Accrued expenses |
|
|
|
| 86,352 |
|
|
|
|
|
| 52,856,856 |
|
Net Assets ($) |
|
| 816,573,128 |
| ||
Composition of Net Assets ($): |
|
|
|
| ||
Paid-in capital |
|
|
|
| 683,843,748 |
|
Accumulated undistributed investment income—net |
|
|
|
| 4,544,686 |
|
Accumulated net realized gain (loss) on investments |
|
|
|
| (10,968,510) |
|
Accumulated net unrealized appreciation (depreciation) |
|
|
| 139,153,204 |
| |
Net Assets ($) |
|
| 816,573,128 |
|
Net Asset Value Per Share | Class A | Class C | Class I | Class Y |
|
Net Assets ($) | 2,862,440 | 145,835 | 16,478,096 | 797,086,757 |
|
Shares Outstanding | 125,963 | 6,894 | 713,522 | 34,530,110 |
|
Net Asset Value Per Share ($) | 22.72 | 21.15 | 23.09 | 23.08 |
|
See notes to financial statements. |
23
STATEMENT OF OPERATIONS
Year Ended November 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income ($): |
|
|
|
| ||
Income: |
|
|
|
| ||
Cash dividends (net of $24,130 foreign taxes |
|
| 12,004,535 |
| ||
Income from securities lending—Note 1(b) |
|
| 382,600 |
| ||
Total Income |
|
| 12,387,135 |
| ||
Expenses: |
|
|
|
| ||
Management fee—Note 3(a) |
|
| 6,392,922 |
| ||
Custodian fees—Note 3(c) |
|
| 104,307 |
| ||
Professional fees |
|
| 66,639 |
| ||
Registration fees |
|
| 64,486 |
| ||
Directors’ fees and expenses—Note 3(d) |
|
| 56,731 |
| ||
Prospectus and shareholders’ reports |
|
| 23,371 |
| ||
Shareholder servicing costs—Note 3(c) |
|
| 14,963 |
| ||
Loan commitment fees—Note 2 |
|
| 11,980 |
| ||
Distribution fees—Note 3(b) |
|
| 1,078 |
| ||
Miscellaneous |
|
| 40,582 |
| ||
Total Expenses |
|
| 6,777,059 |
| ||
Less—reduction in expenses due to undertaking—Note 3(a) |
|
| (549) |
| ||
Less—reduction in fees due to earnings credits—Note 3(c) |
|
| (82) |
| ||
Net Expenses |
|
| 6,776,428 |
| ||
Investment Income—Net |
|
| 5,610,707 |
| ||
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): |
|
| ||||
Net realized gain (loss) on investments | 2,615,355 |
| ||||
Net unrealized appreciation (depreciation) on investments |
|
| 73,045,996 |
| ||
Net Realized and Unrealized Gain (Loss) on Investments |
|
| 75,661,351 |
| ||
Net Increase in Net Assets Resulting from Operations |
| 81,272,058 |
| |||
See notes to financial statements. |
24
STATEMENT OF CHANGES IN NET ASSETS
|
|
|
| Year Ended November 30, | |||||
|
|
|
| 2016 |
|
|
| 2015 |
|
Operations ($): |
|
|
|
|
|
|
|
| |
Investment income—net |
|
| 5,610,707 |
|
|
| 5,145,828 |
| |
Net realized gain (loss) on investments |
| 2,615,355 |
|
|
| 33,806,637 |
| ||
Net unrealized appreciation (depreciation) |
| 73,045,996 |
|
|
| (36,914,350) |
| ||
Net Increase (Decrease) in Net Assets | 81,272,058 |
|
|
| 2,038,115 |
| |||
Dividends to Shareholders from ($): |
|
|
|
|
|
|
|
| |
Investment income—net: |
|
|
|
|
|
|
|
| |
Class A |
|
| (10,849) |
|
|
| (472) |
| |
Class C |
|
| (486) |
|
|
| - |
| |
Class I |
|
| (163,839) |
|
|
| (48,079) |
| |
Class Y |
|
| (6,023,956) |
|
|
| (2,152,331) |
| |
Net realized gain on investments: |
|
|
|
|
|
|
|
| |
Class A |
|
| (128,302) |
|
|
| (245,496) |
| |
Class C |
|
| (11,442) |
|
|
| (6,784) |
| |
Class I |
|
| (1,168,278) |
|
|
| (2,368,821) |
| |
Class Y |
|
| (41,663,842) |
|
|
| (86,586,187) |
| |
Total Dividends |
|
| (49,170,994) |
|
|
| (91,408,170) |
| |
Capital Stock Transactions ($): |
|
|
|
|
|
|
|
| |
Net proceeds from shares sold: |
|
|
|
|
|
|
|
| |
Class A |
|
| 1,024,818 |
|
|
| 874,382 |
| |
Class C |
|
| 83,761 |
|
|
| 139,000 |
| |
Class I |
|
| 8,264,635 |
|
|
| 12,382,332 |
| |
Class Y |
|
| 154,636,213 |
|
|
| 176,243,101 |
| |
Dividends reinvested: |
|
|
|
|
|
|
|
| |
Class A |
|
| 138,319 |
|
|
| 244,237 |
| |
Class C |
|
| 11,928 |
|
|
| 6,784 |
| |
Class I |
|
| 1,106,332 |
|
|
| 2,099,337 |
| |
Class Y |
|
| 22,051,492 |
|
|
| 44,506,043 |
| |
Cost of shares redeemed: |
|
|
|
|
|
|
|
| |
Class A |
|
| (591,197) |
|
|
| (656,031) |
| |
Class C |
|
| (103,950) |
|
|
| (32,174) |
| |
Class I |
|
| (13,564,082) |
|
|
| (11,708,004) |
| |
Class Y |
|
| (182,484,555) |
|
|
| (110,423,433) |
| |
Increase (Decrease) in Net Assets | (9,426,286) |
|
|
| 113,675,574 |
| |||
Total Increase (Decrease) in Net Assets | 22,674,778 |
|
|
| 24,305,519 |
| |||
Net Assets ($): |
|
|
|
|
|
|
|
| |
Beginning of Period |
|
| 793,898,350 |
|
|
| 769,592,831 |
| |
End of Period |
|
| 816,573,128 |
|
|
| 793,898,350 |
| |
Undistributed investment income—net | 4,544,686 |
|
|
| 5,138,683 |
|
25
STATEMENT OF CHANGES IN NET ASSETS (continued)
|
|
|
| Year Ended November 30, | |||||
|
|
|
| 2016 |
|
|
| 2015 |
|
Capital Share Transactions (Shares): |
|
|
|
|
|
|
|
| |
Class A |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 47,423 |
|
|
| 39,576 |
| |
Shares issued for dividends reinvested |
|
| 7,183 |
|
|
| 10,898 |
| |
Shares redeemed |
|
| (30,854) |
|
|
| (29,202) |
| |
Net Increase (Decrease) in Shares Outstanding | 23,752 |
|
|
| 21,272 |
| |||
Class C |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 4,187 |
|
|
| 6,329 |
| |
Shares issued for dividends reinvested |
|
| 661 |
|
|
| 320 |
| |
Shares redeemed |
|
| (5,383) |
|
|
| (1,545) |
| |
Net Increase (Decrease) in Shares Outstanding | (535) |
|
|
| 5,104 |
| |||
Class Ia |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 405,648 |
|
|
| 544,636 |
| |
Shares issued for dividends reinvested |
|
| 56,690 |
|
|
| 92,252 |
| |
Shares redeemed |
|
| (676,014) |
|
|
| (518,816) |
| |
Net Increase (Decrease) in Shares Outstanding | (213,676) |
|
|
| 118,072 |
| |||
Class Ya |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 7,945,166 |
|
|
| 7,754,243 |
| |
Shares issued for dividends reinvested |
|
| 1,131,218 |
|
|
| 1,956,768 |
| |
Shares redeemed |
|
| (9,034,721) |
|
|
| (4,863,937) |
| |
Net Increase (Decrease) in Shares Outstanding | 41,663 |
|
|
| 4,847,074 |
| |||
aDuring the period ended November 30, 2016, 123,160 Class Y shares representing $2,483,907 were exchanged for 123,076 Class I shares. | |||||||||
See notes to financial statements. |
26
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements.
Year Ended November 30, | ||||||
Class A Shares | 2016 | 2015 | 2014 | 2013 | 2012 | |
Per Share Data ($): | ||||||
Net asset value, beginning of period | 22.02 | 24.89 | 26.25 | 19.62 | 18.66 | |
Investment Operations: | ||||||
Investment income—neta | .09 | .07 | .01 | .06 | .02 | |
Net realized and unrealized | 2.02 | (.02) | .84 | 7.57 | 2.56 | |
Total from Investment Operations | 2.11 | .05 | .85 | 7.63 | 2.58 | |
Distributions: | ||||||
Dividends from investment income—net | (.11) | (.00)b | (.08) | (.00)b | - | |
Dividends from net realized | (1.30) | (2.92) | (2.13) | (1.00) | (1.62) | |
Total Distributions | (1.41) | (2.92) | (2.21) | (1.00) | (1.62) | |
Net asset value, end of period | 22.72 | 22.02 | 24.89 | 26.25 | 19.62 | |
Total Return (%)c | 10.72 | .01 | 3.35 | 40.73 | 15.04 | |
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | 1.30 | 1.29 | 1.31 | 1.33 | 1.40 | |
Ratio of net expenses | 1.30 | 1.29 | 1.30 | 1.30 | 1.36 | |
Ratio of net investment income | .44 | .31 | .02 | .25 | .12 | |
Portfolio Turnover Rate | 66.57 | 65.39 | 104.22 | 68.30 | 74.74 | |
Net Assets, end of period ($ x 1,000) | 2,862 | 2,250 | 2,015 | 1,516 | 889 |
a Based on average shares outstanding.
b Amount represents less than $.01 per share.
c Exclusive of sales charge.
See notes to financial statements.
27
FINANCIAL HIGHLIGHTS (continued)
Year Ended November 30, | ||||||
Class C Shares | 2016 | 2015 | 2014 | 2013 | 2012 | |
Per Share Data ($): | ||||||
Net asset value, beginning of period | 20.68 | 23.70 | 25.19 | 19.00 | 18.25 | |
Investment Operations: | ||||||
Investment (loss)—neta | (.07) | (.09) | (.20) | (.10) | (.12) | |
Net realized and unrealized | 1.90 | (.01) | .84 | 7.29 | 2.49 | |
Total from Investment Operations | 1.83 | (.10) | .64 | 7.19 | 2.37 | |
Distributions: | ||||||
Dividends from investment income—net | (.06) | – | – | – | – | |
Dividends from net realized | (1.30) | (2.92) | (2.13) | (1.00) | (1.62) | |
Total Distributions | (1.36) | (2.92) | (2.13) | (1.00) | (1.62) | |
Net asset value, end of period | 21.15 | 20.68 | 23.70 | 25.19 | 19.00 | |
Total Return (%)b | 9.94 | (.72) | 2.60 | 39.69 | 14.16 | |
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | 2.33 | 2.42 | 2.22 | 2.16 | 2.15 | |
Ratio of net expenses | 2.05 | 2.04 | 2.05 | 2.06 | 2.12 | |
Ratio of net investment (loss) | (.39) | (.47) | (.83) | (.48) | (.64) | |
Portfolio Turnover Rate | 66.57 | 65.39 | 104.22 | 68.30 | 74.74 | |
Net Assets, end of period ($ x 1,000) | 146 | 154 | 55 | 231 | 165 |
a Based on average shares outstanding.
b Exclusive of sales charge.
See notes to financial statements.
28
Year Ended November 30, | ||||||
Class I Shares | 2016 | 2015 | 2014 | 2013 | 2012 | |
Per Share Data ($): | ||||||
Net asset value, beginning of period | 22.36 | 25.22 | 26.55 | 19.84 | 18.83 | |
Investment Operations: | ||||||
Investment income—neta | .15 | .14 | .08 | .14 | .10 | |
Net realized and unrealized | 2.06 | (.03) | .87 | 7.65 | 2.57 | |
Total from Investment Operations | 2.21 | .11 | .95 | 7.79 | 2.67 | |
Distributions: | ||||||
Dividends from investment income—net | (.18) | (.05) | (.15) | (.08) | (.04) | |
Dividends from net realized | (1.30) | (2.92) | (2.13) | (1.00) | (1.62) | |
Total Distributions | (1.48) | (2.97) | (2.28) | (1.08) | (1.66) | |
Net asset value, end of period | 23.09 | 22.36 | 25.22 | 26.55 | 19.84 | |
Total Return (%) | 11.09 | .26 | 3.72 | 41.27 | 15.45 | |
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | .99 | .97 | .95 | .95 | .99 | |
Ratio of net expenses | .99 | .97 | .95 | .95 | .99 | |
Ratio of net investment income | .75 | .62 | .31 | .60 | .52 | |
Portfolio Turnover Rate | 66.57 | 65.39 | 104.22 | 68.30 | 74.74 | |
Net Assets, end of period ($ x 1,000) | 16,478 | 20,731 | 20,403 | 706,606 | 429,732 |
a Based on average shares outstanding.
See notes to financial statements.
29
FINANCIAL HIGHLIGHTS (continued)
Year Ended November 30, | |||||
Class Y Shares | 2016 | 2015 | 2014 | 2013a | |
Per Share Data ($): | |||||
Net asset value, beginning of period | 22.35 | 25.21 | 26.54 | 22.76 | |
Investment Operations: | |||||
Investment income—netb | .16 | .15 | .12 | .02 | |
Net realized and unrealized | 2.06 | (.03) | .83 | 3.76 | |
Total from Investment Operations | 2.22 | .12 | .95 | 3.78 | |
Distributions: | |||||
Dividends from investment income—net | (.19) | (.06) | (.15) | - | |
Dividends from net realized | (1.30) | (2.92) | (2.13) | - | |
Total Distributions | (1.49) | (2.98) | (2.28) | - | |
Net asset value, end of period | 23.08 | 22.35 | 25.21 | 26.54 | |
Total Return (%) | 11.13 | .31 | 3.71 | 16.61c | |
Ratios/Supplemental Data (%): | |||||
Ratio of total expenses | .95 | .95 | .95 | 1.01d | |
Ratio of net expenses | .95 | .95 | .95 | .99d | |
Ratio of net investment income | .79 | .65 | .45 | .07d | |
Portfolio Turnover Rate | 66.57 | 65.39 | 104.22 | 68.30 | |
Net Assets, end of period ($ x 1,000) | 797,087 | 770,763 | 747,120 | 1 |
a From July 1, 2013 (commencement of initial offering) to November 30, 2013.
b Based on average shares outstanding.
c Not annualized.
d Annualized.
See notes to financial statements.
30
NOTES TO FINANCIAL STATEMENTS
NOTE 1—Significant Accounting Policies:
Dreyfus Select Managers Small Cap Value Fund (the “fund”) is a separate non-diversified series of Strategic Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering ten series, including the fund. The fund’s investment objective is to seek capital appreciation. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. EACM Advisors LLC (“EACM”), a subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s portfolio allocation manager. Thompson, Siegel and Walmsley, LLC (“TS&W”), Walthausen & Co., LLC (“Walthausen”), Neuberger Berman Investment Advisers LLC (formerly, Neuberger Berman Management LLC) (“Neuberger Berman”), Lombardia Capital Partners, LLC (“Lombardia”), Kayne Anderson Rudnick Investment Management, LLC (“Kayne”), Channing Capital Management, LLC (“Channing”) and Eastern Shore Capital Management (“Eastern Shore”) serve as the fund’s sub-investment advisers, each managing an allocated portion of the fund’s portfolio.
Effective April 30, 2016, the Company’s Board of Directors (the “Board”) voted to terminate the fund’s sub-investment advisory agreement with Iridian Asset Management LLC.
MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares. The fund is authorized to issue 100 million shares of $.001 par value Common Stock in each of the following classes of shares: Class A, Class C, Class I and Class Y. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class C shares are subject to a contingent deferred sales charge (“CDSC”) imposed on Class C shares redeemed within one year of purchase. Class I and Class Y shares are sold at net asset value per share generally to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.
The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to
31
NOTES TO FINANCIAL STATEMENTS (continued)
that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.
The Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.
(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.
Various inputs are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized in the three broad levels listed below:
Level 1—unadjusted quoted prices in active markets for identical investments.
Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).
32
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. For open short positions, asked prices are used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are generally categorized within Level 1 of the fair value hierarchy.
Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.
Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and financial futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.
When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board. Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.
33
NOTES TO FINANCIAL STATEMENTS (continued)
For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are generally categorized within Level 3 of the fair value hierarchy.
The following is a summary of the inputs used as of November 30, 2016 in valuing the fund’s investments:
Level 1 - Unadjusted Quoted Prices | Level 2 - Other Significant Observable Inputs | Level 3 -Significant Unobservable Inputs | Total | |
Assets ($) | ||||
Investments in Securities: | ||||
Equity Securities - Domestic Common Stocks† | 760,713,921 | - | - | 760,713,921 |
Equity Securities - Domestic Preferred Stocks† | 528,849 | - | - | 528,849 |
Equity Securities - Foreign | 9,030,640 | - | - | 9,030,640 |
Exchange-Traded Funds | 7,720,901 | - | - | 7,720,901 |
Master Limited Partnerships† | 4,179,015 | - | - | 4,179,015 |
Registered Investment Company | 44,491,930 | - | - | 44,491,930 |
† See Statement of Investments for additional detailed categorizations.
At November 30, 2016, there were no transfers between levels of the fair value hierarchy.
(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
34
loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by Dreyfus, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended November 30, 2016, The Bank of New York Mellon earned $92,211 from lending portfolio securities, pursuant to the securities lending agreement.
(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” under the Act. Investments in affiliated investment companies during the period ended November 30, 2016 were as follows:
Affiliated Investment Company | Value | Purchases ($) | Sales ($) | Value 11/30/2016 ($) | Net Assets (%) |
Dreyfus Institutional Cash | 40,492,353 | 210,315,555 | 250,807,908 | - | - |
Dreyfus Institutional Preferred Money Market Fund, Hamilton Shares† | - | 72,272,702 | 27,780,772 | 44,491,930 | 5.4 |
Total | 40,492,353 | 282,588,257 | 278,588,680 | 44,491,930 | 5.4 |
† During the period ended November 30, 2016, Dreyfus Institutional Cash Advantage Fund was acquired by Dreyfus Institutional Preferred Money Market Fund.
(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
35
NOTES TO FINANCIAL STATEMENTS (continued)
be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.
(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.
As of and during the period ended November 30, 2016, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended November 30, 2016, the fund did not incur any interest or penalties.
Each tax year in the four-year period ended November 30, 2016 remains subject to examination by the Internal Revenue Service and state taxing authorities.
At November 30, 2016, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $4,544,686, accumulated capital losses $3,359,440 and unrealized appreciation $131,544,134.
Under the Regulated Investment Company Modernization Act of 2010, the fund is permitted to carry forward capital losses for an unlimited period. Furthermore, capital loss carryovers retain their character as either short-term or long-term capital losses.
The accumulated capital loss carryover is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to November 30, 2016. The fund has $3,359,440 of short-term capital losses which can be carried forward for an unlimited period.
The tax character of distributions paid to shareholders during the fiscal periods ended November 30, 2016 and November 30, 2015 were as follows: ordinary income $10,935,881 and $31,930,847, and long-term capital gains $38,235,113 and $59,477,323, respectively.
During the period ended November 30, 2016, as a result of permanent book to tax differences, primarily due to dividend reclassification, the fund decreased accumulated undistributed investment income-net by $5,574 and increased accumulated net realized gain (loss) on investments by the same amount. Net assets and net asset value per share were not affected by this reclassification.
36
NOTE 2—Bank Lines of Credit:
The fund participates with other Dreyfus-managed funds in a $810 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 5, 2016, the unsecured credit facility with Citibank, N.A. was $555 million and prior to January 11, 2016, the unsecured credit facility with Citibank, N.A. was $480 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended November 30, 2016, the fund did not borrow under the Facilities.
NOTE 3—Management Fee, Sub-Investment Advisory Fee and Other Transactions with Affiliates:
(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of .90% of the value of the fund’s average daily net assets and is payable monthly. Dreyfus has contractually agreed, from December 1, 2015 through April 1, 2017, to waive receipt of its fees and/or assume the direct expenses of the fund, so that the expenses of Class A, C, I and Y shares (excluding Rule 12b- 1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.05%, 1.05%, 1.05% and .95%, of the value of the respective class’ average daily net assets. The reduction in expenses, pursuant to the undertaking, amounted to $549 during the period ended November 30, 2016.
Pursuant to a Portfolio Allocation Agreement between Dreyfus and EACM, Dreyfus pays EACM a monthly fee at an annual percentage of the value of the fund’s average daily net assets.
Pursuant to separate sub-investment advisory agreements between Dreyfus and TS&W, Walthausen, Neuberger Berman, Lombardia, Kayne, Channing and Eastern Shore, each serves as the fund’s sub-investment adviser responsible for the day-to-day management of a portion of the fund’s portfolio. Dreyfus pays each sub-investment adviser a monthly fee at an annual percentage of the value of the fund’s average daily net assets. Dreyfus has obtained an exemptive order from the SEC (the “Order”), upon which the fund may rely, to use a manager of managers approach that permits Dreyfus, subject to certain conditions and approval by the Board, to enter into and materially amend sub-investment advisory
37
NOTES TO FINANCIAL STATEMENTS (continued)
agreements with one or more sub-investment advisers who are either unaffiliated with Dreyfus or are wholly-owned subsidiaries (as defined under the Act) of Dreyfus’ ultimate parent company, BNY Mellon, without obtaining shareholder approval. The Order also allows the fund to disclose the sub-investment advisory fee paid by Dreyfus to any unaffiliated sub-investment adviser in the aggregate with other unaffiliated sub-investment advisers in documents filed with the SEC and provided to shareholders. In addition, pursuant to the Order, it is not necessary to disclose the sub-investment advisory fee payable by Dreyfus separately to a sub-investment adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to Dreyfus. Dreyfus has ultimate responsibility (subject to oversight by the Board) to supervise any sub-investment adviser and recommend the hiring, termination, and replacement of any sub-investment adviser to the Board.
During the period ended November 30, 2016, the Distributor retained $732 from commissions earned on sales of the fund’s Class A shares and $236 from CDSCs on redemptions of the fund’s Class C shares.
(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. During the period ended November 30, 2016, Class C shares were charged $1,078 pursuant to the Distribution Plan.
(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended November 30, 2016, Class A and Class C shares were charged $5,013 and $359, respectively, pursuant to the Shareholder Services Plan.
The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.
38
The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2016, the fund was charged $4,175 for transfer agency services and $184 for cash management services. These fees are included in Shareholder servicing costs in the Statement of Operations. Cash management fees were partially offset by earnings credits of $82.
The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2016, the fund was charged $104,307 pursuant to the custody agreement.
During the period ended November 30, 2016, the fund was charged $21,185 for services performed by the Chief Compliance Officer and his staff.
The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $575,119, Distribution Plan fees $74, Shareholder Services Plan fees $477, custodian fees $69,118, Chief Compliance Officer fees $14,302 and transfer agency fees $774, which are offset against an expense reimbursement currently in effect in the amount of $20.
(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.
NOTE 4—Securities Transactions:
The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended November 30, 2016, amounted to $466,760,543 and $532,131,456, respectively.
At November 30, 2016, the cost of investments for federal income tax purposes was $695,121,122; accordingly, accumulated net unrealized appreciation on investments was $131,544,134, consisting of $167,198,716 gross unrealized appreciation and $35,654,582 gross unrealized depreciation.
39
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Dreyfus Select Managers Small Cap Value Fund
We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus Select Managers Small Cap Value Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2016, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2016 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus Select Managers Small Cap Value Fund at November 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the indicated periods, in conformity with U.S. generally accepted accounting principles.
New York, New York
January 26, 2017
40
IMPORTANT TAX INFORMATION (Unaudited)
For federal tax purposes, the fund hereby reports 100% of the ordinary dividends paid during the fiscal year ended November 30, 2016 as qualifying for the corporate dividends received deduction. Also, certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $10,935,881 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2017 of the percentage applicable to the preparation of their 2016 income tax returns. Also, the fund hereby reports $.1390 per share as a short-term capital gain distribution and $1.1368 per share as a long-term capital gain distribution paid on December 31, 2015 and also reports $.0037 per share as a short-term capital gain distribution and $.0165 per share as a long-term capital gain distribution paid on March 23, 2016.
41
INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT, PORTFOLIO ALLOCATION MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)
At a meeting of the fund’s Board of Directors held on November 7-8, 2016, the Board considered the renewal of (a) the fund’s Management Agreement, pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Management Agreement”); (b) Dreyfus’ Portfolio Allocation Management Agreement (the “Allocation Agreement”) with EACM Advisors LLC (“EACM”), pursuant to which EACM is responsible for evaluating and recommending subadvisers to provide the fund with day-to-day portfolio management services, recommending the percentage of fund assets to be allocated to each subadviser, monitoring and evaluating the performance of the subadvisers, and recommending whether a subadviser should be terminated; and (c) Dreyfus’ separate Sub-Investment Advisory Agreements (collectively with the Management Agreement and the Allocation Agreement, the “Agreements”) with each of Channing Capital Management, LLC, Eastern Shore Capital Management, Kayne Anderson Rudnick Investment Management, LLC, Lombardia Capital Partners, LLC, Neuberger Berman Investment Advisers LLC, Thompson, Siegel & Walmsley LLC and Walthausen & Co., LLC (collectively, the “Subadvisers”), pursuant to which each Subadviser serves as a sub-investment adviser and provides day-to-day management of the fund’s investments. The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus, EACM and the Subadvisers. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.
Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information provided to them at the meeting and in previous presentations from Dreyfus representatives regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or Dreyfus) and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.
The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures, as well as Dreyfus’ supervisory activities over EACM and the
42
Subadvisers, and EACM’s evaluations and recommendations to Dreyfus regarding the Subadvisers and EACM’s supervisory activities over the Subadvisers. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.
Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended September 30, 2016, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. The Board discussed the results of the comparisons and noted that the fund’s total return performance was below the Performance Group and Performance Universe medians for all periods. The Board noted the relative proximity to the median during certain periods when the fund’s total return performance was below the median of the Performance Group and/or Performance Universe, and further noted that the fund had produced favorable absolute returns in each of the periods shown. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index and noted that the fund’s performance was above the benchmark for four of the seven calendar years shown.
The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board noted that the fund’s contractual management fee was above the Expense Group median, the fund’s actual management fee was above the Expense Group and Expense Universe medians and the fund’s total expenses were above the Expense Group median and below the Expense Universe median.
Dreyfus representatives noted that Dreyfus has contractually agreed to waive receipt of its fees and/or assume the expenses of the fund, until April 1, 2017, so that the expenses of Class A, Class C, Class I and Class Y shares of the fund (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.05%, 1.05%, 1.05% and 0.95%, respectively.
43
INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT, PORTFOLIO ALLOCATION MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)
Dreyfus representatives reviewed with the Board the management or investment advisory fees (1) paid by funds advised or administered by Dreyfus that are in the same Broadridge category as the fund and (2) paid to Dreyfus or the Subadviser or its affiliates for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee.
The Board considered the fee to EACM and to each Subadviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by EACM, each Subadviser and Dreyfus. The Board also noted that EACM’s and each Subadviser’s fee is paid by Dreyfus (out of its fee from the fund) and not the fund.
Analysis of Profitability and Economies of Scale. Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus and its affiliates for managing the funds in the Dreyfus fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus. The Board also had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.
The Board considered on the advice of its counsel the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by Dreyfus and the Subadviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since Dreyfus, and not the fund, pays EACM and the Subadvisers pursuant to the respective Sub-Investment Advisory Agreements, the Board did not consider EACM’s or any Subadviser’s profitability to be relevant to its deliberations. Dreyfus representatives noted that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is
44
disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus and each Subadviser from acting as investment adviser and sub-investment adviser, respectively, and noted the soft dollar arrangements in effect for trading the fund’s investments.
At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreements. Based on the discussions and considerations as described above, the Board concluded and determined as follows.
· The Board concluded that the nature, extent and quality of the services provided by Dreyfus, EACM and the Subadvisers are adequate and appropriate.
· The Board was concerned with the fund’s relative performance and agreed to closely monitor performance.
· The Board concluded that the fees paid to Dreyfus, EACM and the Subadvisers supported the renewal of the Agreements in light of the considerations described above.
· The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered by Dreyfus in connection with the fee rate charged to the fund pursuant to the Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.
In evaluating the Agreements, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with Dreyfus and its affiliates, EACM and the Subadvisers, of the fund and the services provided to the fund by Dreyfus, EACM and the Subadvisers. The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreements, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years. The Board determined to renew the Agreements.
45
BOARD MEMBERS INFORMATION (Unaudited)
INDEPENDENT BOARD MEMBERS
Chairman of the Board (1995)
Principal Occupation During Past 5 Years:
· Corporate Director and Trustee (1995-present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997-present)
No. of Portfolios for which Board Member Serves: 135
———————
Joni Evans (74)
Board Member (2006)
Principal Occupation During Past 5 Years:
· Chief Executive Officer, www.wowOwow.com, an online community dedicated to women’s conversations and publications (2007-present)
· Principal, Joni Evans Ltd. (publishing) (2006-present)
No. of Portfolios for which Board Member Serves: 24
———————
Ehud Houminer (76)
Board Member (1994)
Principal Occupation During Past 5 Years:
· Executive-in-Residence at the Columbia Business School, Columbia
University (1992-present)
Other Public Company Board Memberships During Past 5 Years:
· Avnet, Inc., an electronics distributor, Director (1993-2012)
No. of Portfolios for which Board Member Serves: 59
———————
Hans C. Mautner (79)
Board Member (1984)
Principal Occupation During Past 5 Years:
· Corporate Director and Trustee (1978-present)
No. of Portfolios for which Board Member Serves: 24
———————
46
Robin A. Melvin (53)
Board Member (1995)
Principal Occupation During Past 5 Years:
· Co-chairman, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois; (2014-present; board member since 2013)
· Director, Boisi Family Foundation, a private family foundation that supports
youth-serving organizations that promote the self sufficiency of youth from
disadvantaged circumstances (1995-2012)
No. of Portfolios for which Board Member Serves: 107
———————
Burton N. Wallack (66)
Board Member (2006)
Principal Occupation During Past 5 Years:
· President and Co-owner of Wallack Management Company, a real estate management
company (1987-present)
No. of Portfolios for which Board Member Serves: 24
———————
Benaree Pratt Wiley (70)
Board Member (2016)
Principal Occupation During Past 5 Years:
· Principal, The Wiley Group, a firm specializing in strategy and business development (2005-present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (2008-present)
No. of Portfolios for which Board Member Serves: 86
———————
47
BOARD MEMBERS INFORMATION (Unaudited) (continued)
INTERESTED BOARD MEMBER
Gordon J. Davis (75)
Board Member (2006)
Principal Occupation During Past 5 Years:
· Partner in the law firm of Venable LLP (2012-present)
· Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012)
Other Public Company Board Memberships During Past 5 Years:
· Consolidated Edison, Inc., a utility company, Director (1997-2014)
· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)
No. of Portfolios for which Board Member Serves: 58
Gordon J. Davis is deemed to be an “interested person” (as defined under the Act) of the Company as a result of his affiliation with Venable LLP, which provides legal services to the Company.
———————
Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.
William Hodding Carter III, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member
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OFFICERS OF THE FUND (Unaudited)
BRADLEY J. SKAPYAK, President since January 2010.
Chief Operating Officer and a director of the Manager since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of the Manager and the transfer agent of the funds, since May 2011 and Executive Vice President of the Distributor since June 2007. He is an officer of 64 investment companies (comprised of 135 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since February 1988.
BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.
Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since June 2015; from June 2005 to June 2015, he served in various capacities with Deutsche Bank – Asset & Wealth Management Division, including as Director and Associate General Counsel, and Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since June 2015.
JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.
Associate General Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 53 years old and has been an employee of the Manager since February 1984.
JAMES BITETTO, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon and Secretary of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since December 1996.
JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 61 years old and has been an employee of the Manager since October 1988.
JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since June 2000.
MAUREEN E. KANE, Vice President and Assistant Secretary since April 2015.
Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel, and from May 2009 until July 2014, Chief Compliance Officer of Century Capital Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 54 years old and has been an employee of the Manager since July 2014.
SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.
Senior Counsel of BNY Mellon, since March 2013, from August 2005 to March 2013, Associate General Counsel of Third Avenue Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 41 years old and has been an employee of the Manager since March 2013.
JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.
Senior Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 1990.
JAMES WINDELS, Treasurer since November 2001.
Director – Mutual Fund Accounting of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since April 1985.
RICHARD CASSARO, Assistant Treasurer since January 2008.
Senior Accounting Manager – Money Market, Municipal Bond and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since September 1982.
49
OFFICERS OF THE FUND (Unaudited) (continued)
GAVIN C. REILLY, Assistant Treasurer since December 2005.
Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since April 1991.
ROBERT S. ROBOL, Assistant Treasurer since August 2003.
Senior Accounting Manager of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since October 1988.
ROBERT SALVIOLO, Assistant Treasurer since May 2007.
Senior Accounting Manager – Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since June 1989.
ROBERT SVAGNA, Assistant Treasurer since August 2005.
Senior Accounting Manager – Fixed Income and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since November 1990.
JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.
Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (65 investment companies, comprised of 160 portfolios). He is 59 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.
CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016
Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor and from 2007 to December 2011, Financial Processing Manager of the Distributor. She is an officer of 60 investment companies (comprised of 155 portfolios) managed by the Manager. She is 48 years old and has been an employee of the Distributor since 1997.
50
NOTES
51
NOTES
52
NOTES
53
Dreyfus Select Managers Small Cap Value Fund
200 Park Avenue
New York, NY 10166
Manager
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
Portfolio Allocation Manager
EACM Advisors LLC
200 Connecticut Avenue
Norwalk, CT 06854-1958
Sub-Investment Advisers
Thompson, Siegel and Walmsley, LLC
6806 Paragon Place, Suite 300
Richmond, VA 23230
Walthausen & Co., LLC
9 Executive Park Drive, Suite B
Clifton Park, NY 12065
Neuberger Berman Investment Advisers, LLC
605 Third Avenue
New York, NY 10158
Lombardia Capital Partners, LLC
55 South Lake Avenue, Suite 750
Pasadena, CA 91101
Kayne Anderson Rudnick Investment
Management, LLC
1800 Avenue of the Stars, Second Floor
Los Angeles, CA 90067
Channing Capital Management, LLC
10 South LaSalle Street
Suite 2401
Chicago, IL 60633
Eastern Shore Capital Management
18 Sewall Street
Marblehead, MA 01945
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Transfer Agent &
Dividend Disbursing Agent
Dreyfus Transfer, Inc.
200 Park Avenue
New York, NY 10166
Distributor
MBSC Securities Corporation
200 Park Avenue
New York, NY 10166
Ticker Symbols: ClassA: DMVAX Class C: DMECX Class I: DMVIX Class Y: DMVYX |
Telephone Call your financial representative or 1-800-DREYFUS
Mail The Dreyfus Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
E-mail Send your request to info@dreyfus.com
Internet Information can be viewed online or downloaded at www.dreyfus.com
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (phone 1-800-SEC-0330 for information).
A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.dreyfus.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.
© 2017 MBSC Securities Corporation |
Dreyfus U.S. Equity Fund
ANNUAL REPORT November 30, 2016 |
Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.dreyfus.com and sign up for Dreyfus eCommunications. It’s simple and only takes a few minutes. |
The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund. |
Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
T H E F U N D
Chief Executive Officer | |
With Those of Other Funds | |
Public Accounting Firm | |
the Fund’s Management and | |
Sub-Investment Advisory | |
Agreements | |
FOR MORE INFORMATION
Back Cover
| The Fund |
A LETTER FROM THE CHIEF EXECUTIVE OFFICER
Dear Shareholder:
We are pleased to present this annual report for Dreyfus U.S. Equity Fund, covering the 12-month period from December 1, 2015 through November 30, 2016. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.
Stocks and bonds advanced over the reporting period despite bouts of market volatility stemming from various global economic developments. In December 2015, investor sentiment deteriorated amid sluggish global economic growth, falling commodity prices and the first increase in short-term U.S. interest rates in nearly a decade. These worries sparked particularly sharp stock market declines in January 2016, but equities began to rally in February when U.S. monetary policymakers refrained from additional rate hikes, other central banks eased their monetary policies further and commodity prices began to rebound. Stocks generally continued to climb through the summer, driving several broad measures of U.S. stock market performance to record highs. Stock prices moderated in advance of U.S. elections, but markets subsequently rallied to new highs in anticipation of changes in U.S. fiscal and tax policies. In the bond market, yields of high-quality sovereign bonds moved lower over much of the reporting period due to robust investor demand for current income, but yields surged higher after the election amid expectations of rising interest rates.
The transition to a new U.S. president and ongoing global economic headwinds suggest that volatility may persist in the financial markets over the foreseeable future. Some asset classes and industry groups seem likely to benefit from a changing economic and political landscape, while others probably will face challenges. Consequently, selectivity could become a more important determinant of investment success. As always, we encourage you to discuss the implications of our observations with your financial advisor.
Thank you for your continued confidence and support.
Sincerely,
Mark D. Santero
Chief Executive Officer
The Dreyfus Corporation
December 15, 2016
2
DISCUSSION OF FUND PERFORMANCE
For the period from December 1, 2015 through November 30, 2016, as provided by Charlie Macquaker, Roy Leckie, Jane Henderson and Rodger Nisbet of Walter Scott & Partners Limited (Walter Scott), Sub-Investment Adviser
Fund and Market Performance Overview
For the 12-month period ended November 30, 2016, the Dreyfus U.S. Equity Fund’s Class A shares achieved a return of 7.85%, Class C shares returned 7.03%, Class I shares returned 8.15% and Class Y shares returned 8.18%.1 In comparison, the fund’s benchmark, the MSCI USA Index, achieved a return of 7.02% over the same period.2
U.S. stocks gained ground during the reporting period on the strength of moderate domestic economic growth and expectations of new fiscal and tax policies from the U.S. government. The fund’s relatively defensive positioning during market downturns helped the Class A, Class I and Class Y shares outperform its benchmark. The Class C shares marginally outperformed its benchmark.
The Fund’s Investment Approach
The fund seeks long-term real returns by investing in stocks of companies that are located in the United States. When selecting stocks, Walter Scott seeks companies with fundamental strengths that indicate the potential for sustainable growth. The firm focuses on individual stock selection through extensive fundamental research. The investment process begins with the screening of reported company financials. Companies that meet certain broad absolute and trend criteria are candidates for more detailed financial analysis. The fund’s Investment Team collectively reviews and selects those stocks that meet Walter Scott’s criteria and where the expected growth rate is combined with a reasonable valuation for the underlying equity. Market capitalization and sector allocations are results of, not part of, the investment process because the Investment Team’s sole focus is on the analysis of and investment in individual companies.
Economic and Political Developments Drove Equity Markets
The fund’s relative performance was enhanced early in the reporting period by its lack of exposure to financials, which helped the fund limit the impact of the market downturn at the time.
The fund’s security selection strategy also proved helpful. Three of the fund’s top five individual performers came from the industrials sector: MSC Industrial Direct and Donaldson ranked among the market leaders in the post-election market rally, and Toro advanced when it hit ambitious management targets. In other areas, oil services provider Halliburton and chemicals producer FMC Corp. benefited from rising commodity prices.
Although the fund’s defensive positioning enabled it to outperform the benchmark for the reporting period overall, this investment posture proved less effective during market rallies. Most notably, substantially underweighted exposure to financial companies proved especially counterproductive in November. In addition, some of the fund’s investments in the health care sector — including medical information technology provider Cerner and biotechnology firm Gilead Sciences — lagged market averages due to industrywide pricing and competitive pressures. In the consumer discretionary sector, U.S.-based athletic apparel company Nike struggled with slowing growth and a rich valuation, and agricultural retailer Tractor Supply encountered softness in same-store-sales growth.
3
DISCUSSION OF FUND PERFORMANCE (continued)
Defensive Positioning Bolstered Relative Results
The fund’s relative performance was enhanced early in the reporting period by its generally defensive investment posture. Underweighted exposure to some of the market’s harder hit industry groups, particularly the financial sector, helped the fund limit the impact of the market downturn at the time.
The fund’s security selection strategy also proved helpful. Three of the fund’s top five individual performers came from the industrials sector: MSC Industrial Direct and Donaldson ranked among the market leaders in the post-election market rally, and Toro advanced when it hit ambitious earnings targets. In other areas, oil services provider Halliburton and chemicals producer FMC Corp. benefited from rising commodity prices.
Although the fund’s defensive positioning enabled it to outperform the benchmark for the reporting period overall, this investment posture proved less effective during market rallies. Most notably, substantially underweighted exposure to financial companies proved especially counterproductive in November. In addition, some of the fund’s investments in the health care sector — including medical information technology provider Cerner and biotechnology firm Gilead Sciences — lagged market averages due to industrywide pricing and competitive pressures. In the consumer discretionary sector, U.S. based athletic apparel company Nike struggled with slowing growth and a rich valuation, and agricultural retailer Tractor Supply encountered softness in sales of mowing equipment. We eliminated the fund’s position in aircraft manufacturer Boeing after reports of delivery shortfalls, and the fund missed out on subsequent gains during the market rally.
Focusing on Secular Growth Opportunities
We currently expect the U.S. economy to post moderate growth over the foreseeable future, but we remain concerned about uncertainties surrounding future fiscal and trade policies and generally high equity market valuations. Therefore, we have maintained the fund’s longstanding conservative approach, including a focus on individual companies that we believe can grow independent of prevailing economic and geopolitical trends. We have identified an ample number of such opportunities in the consumer discretionary, health care, information technology and industrials sectors. The fund has no exposure to the financials, telecoms, real estate or utilities sectors.
December 15, 2016
Please note the position in any security highlighted with italicized typeface was sold during the period.
Equities are subject generally to market, market sector, market liquidity, issuer, and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.
1 Total return includes reinvestment of dividends and any capital gains paid, and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. Return figures for the fund reflect the absorption of certain fund expenses by The Dreyfus Corporation pursuant to an undertaking in effect through April 1, 2017, at which time it may be extended, terminated, or modified. Had these expenses not been absorbed, Class A and Class C returns would have been lower. Past performance is no guarantee of future results.
2 Source: Lipper Inc. — Reflects reinvestment of net dividends and, where applicable, capital gain distributions. The MSCI USA Index is an unmanaged, market capitalization-weighted index that is designed to measure the performance of publicly traded stocks issued by companies in the United States. Investors cannot invest directly in any index.
4
FUND PERFORMANCE
Comparison of change in value of $10,000 investment in Dreyfus U.S. Equity Fund Class A shares, Class C shares, Class I shares and Class Y shares and the MSCI USA Index
† Source: Lipper Inc.
†† The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in each of the Class A, Class C, Class I and Class Y shares of Dreyfus U.S. Equity Fund on 5/30/08 (inception date) to a $10,000 investment made in the MSCI USA Index (the “Index”) on that date. All dividends and capital gain distributions are reinvested.
The fund’s performance shown in the line graph above takes into account the maximum initial sales charge on Class A shares and all other applicable fees and expenses on all classes. The Index is an unmanaged, market capitalization-weighted index that is designed to measure the performance of publicly traded stocks issued by companies in the United States. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.
5
FUND PERFORMANCE (continued)
Average Annual Total Returns as of 11/30/16 | ||||
| Inception | 1 Year | 5 Years | From |
Class A shares | ||||
with maximum sales charge (5.75 %) | 5/30/08 | 1.63% | 8.60% | 6.68% |
without sales charge | 5/30/08 | 7.85% | 9.90% | 7.42% |
Class C shares | ||||
with applicable redemption charge† | 5/30/08 | 6.11% | 9.03% | 6.58% |
without redemption | 5/30/08 | 7.03% | 9.03% | 6.58% |
Class I shares | 5/30/08 | 8.15% | 10.29% | 7.78% |
Class Y shares | 7/1/13 | 8.18% | 10.24%†† | 7.62%†† |
MSCI USA Index | 5/31/08 | 7.02% | 13.64% | 7.06%††† |
Past performance is not predictive of future performance. The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.
† The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.
†† The total return performance figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
††† For comparative purposes, the value of the index as of 5/31/08 is used as the beginning value on 5/30/08.
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 U.S. Equity Fund from June 1, 2016 to November 30, 2016. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.
Expenses and Value of a $1,000 Investment | ||||||||
assuming actual returns for the six months ended November 30, 2016 | ||||||||
Class A | Class C | Class I | Class Y | |||||
Expenses paid per $1,000† |
| $5.86 |
| $9.66 |
| $4.23 |
| $4.08 |
Ending value (after expenses) |
| $1,038.60 |
| $1,034.50 |
| $1,040.20 |
| $1,040.20 |
COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)
Using the SEC’s method to compare expenses
The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.
Expenses and Value of a $1,000 Investment | ||||||||||
assuming a hypothetical 5% annualized return for the six months ended November 30, 2016 | ||||||||||
Class A | Class C | Class I | Class Y | |||||||
Expenses paid per $1,000† |
| $5.81 |
| $9.57 |
| $4.19 |
| $4.04 | ||
Ending value (after expenses) |
| $1,019.25 |
| $1,015.50 |
| $1,020.85 |
| $1,021.00 |
† Expenses are equal to the fund’s annualized expense ratio of 1.15% for Class A, 1.90% for Class C, .83% for Class I and .80% for Class Y, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).
7
STATEMENT OF INVESTMENTS
November 30, 2016
Common Stocks - 98.1% | Shares | Value ($) | |||
Capital Goods - 13.6% | |||||
Donaldson | 249,400 | a | 10,115,664 | ||
Emerson Electric | 186,900 | 10,548,636 | |||
Fastenal | 214,200 | 10,153,080 | |||
Flowserve | 210,500 | 9,988,225 | |||
MSC Industrial Direct, Cl. A | 67,800 | 6,057,252 | |||
Toro | 222,600 | 11,782,218 | |||
W.W. Grainger | 43,100 | a | 9,937,567 | ||
68,582,642 | |||||
Consumer Durables & Apparel - 1.8% | |||||
NIKE, Cl. B | 178,900 | 8,957,523 | |||
Consumer Services - 3.9% | |||||
McDonald's | 82,100 | 9,792,067 | |||
Starbucks | 167,300 | 9,698,381 | |||
19,490,448 | |||||
Energy - 8.6% | |||||
EOG Resources | 143,720 | 14,734,174 | |||
Halliburton | 103,800 | 5,510,742 | |||
Occidental Petroleum | 150,300 | 10,725,408 | |||
Schlumberger | 147,150 | 12,367,958 | |||
43,338,282 | |||||
Health Care Equipment & Services - 11.5% | |||||
C.R. Bard | 45,250 | 9,527,388 | |||
Cerner | 166,200 | b | 8,273,436 | ||
Intuitive Surgical | 14,000 | b | 9,012,360 | ||
ResMed | 184,000 | a | 11,312,320 | ||
Stryker | 89,500 | 10,172,570 | |||
Varian Medical Systems | 108,500 | a,b | 9,746,555 | ||
58,044,629 | |||||
Household & Personal Products - 3.1% | |||||
Colgate-Palmolive | 146,500 | 9,556,195 | |||
Estee Lauder, Cl. A | 79,000 | 6,138,300 | |||
15,694,495 | |||||
Materials - 10.5% | |||||
Ecolab | 88,100 | 10,283,913 | |||
FMC | 200,300 | 11,240,836 | |||
International Flavors & Fragrances | 75,900 | 9,187,695 | |||
Monsanto | 113,500 | 11,657,585 |
8
Common Stocks - 98.1% (continued) | Shares | Value ($) | |||
Materials - 10.5% (continued) | |||||
Praxair | 90,300 | 10,863,090 | |||
53,233,119 | |||||
Media - 2.0% | |||||
Walt Disney | 99,300 | 9,842,616 | |||
Pharmaceuticals, Biotechnology & Life Sciences - 9.1% | |||||
Biogen | 33,300 | b | 9,792,531 | ||
Celgene | 89,100 | b | 10,559,241 | ||
Gilead Sciences | 106,300 | 7,834,310 | |||
Johnson & Johnson | 88,400 | 9,838,920 | |||
Mettler-Toledo International | 19,200 | b | 7,910,784 | ||
45,935,786 | |||||
Retailing - 4.2% | |||||
The TJX Companies | 131,500 | 10,301,710 | |||
Tractor Supply | 146,300 | 10,982,741 | |||
21,284,451 | |||||
Software & Services - 19.0% | |||||
Adobe Systems | 94,500 | b | 9,715,545 | ||
Alphabet, Cl. C | 12,906 | b | 9,783,264 | ||
Automatic Data Processing | 129,100 | 12,396,182 | |||
Cognizant Technology Solutions, Cl. A | 176,400 | b | 9,716,112 | ||
Jack Henry & Associates | 124,700 | 10,779,068 | |||
MasterCard, Cl. A | 102,000 | 10,424,400 | |||
Microsoft | 181,400 | 10,931,164 | |||
Oracle | 273,400 | 10,987,946 | |||
Paychex | 193,500 | 11,406,825 | |||
96,140,506 | |||||
Technology Hardware & Equipment - 6.6% | |||||
Amphenol, Cl. A | 156,200 | 10,662,212 | |||
Cisco Systems | 368,500 | 10,988,670 | |||
IPG Photonics | 122,900 | a,b | 11,788,568 | ||
33,439,450 | |||||
Telecommunication Services - 2.0% | |||||
TE Connectivity | 152,000 | 10,281,280 | |||
Transportation - 2.2% | |||||
Expeditors International of Washington | 211,800 | 11,170,332 | |||
Total Common Stocks (cost $334,846,211) | 495,435,559 |
9
STATEMENT OF INVESTMENTS (continued)
Other Investment - 2.1% | Shares | Value ($) | |||
Registered Investment Company; | |||||
Dreyfus Institutional Preferred Government Plus Money Market Fund | 10,509,444 | c | 10,509,444 | ||
Investment of Cash Collateral for Securities Loaned - 3.1% | |||||
Registered Investment Company; | |||||
Dreyfus Institutional Preferred Money Market Fund, Hamilton Shares | 15,847,098 | c | 15,847,098 | ||
Total Investments (cost $361,202,753) | 103.3% | 521,792,101 | |||
Liabilities, Less Cash and Receivables | (3.3%) | (16,882,515) | |||
Net Assets | 100.0% | 504,909,586 |
aSecurity, or portion thereof, on loan. At November 30, 2016, the value of the fund’s securities on loan was $45,703,958 and the value of the collateral held by the fund was $46,696,169, consisting of cash collateral of $15,847,098 and U.S. Government & Agency securities valued at $30,849,071.
b Non-income producing security.
c Investment in affiliated money market mutual fund.
Portfolio Summary (Unaudited) † | Value (%) |
Software & Services | 19.0 |
Capital Goods | 13.6 |
Health Care Equipment & Services | 11.5 |
Materials | 10.5 |
Pharmaceuticals, Biotechnology & Life Sciences | 9.1 |
Energy | 8.6 |
Technology Hardware & Equipment | 6.6 |
Money Market Investments | 5.2 |
Retailing | 4.2 |
Consumer Services | 3.9 |
Household & Personal Products | 3.1 |
Transportation | 2.2 |
Media | 2.0 |
Telecommunication Services | 2.0 |
Consumer Durables & Apparel | 1.8 |
103.3 |
† Based on net assets.
See notes to financial statements.
10
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2016
|
|
|
|
|
|
|
|
|
| Cost |
| Value |
|
Assets ($): |
|
|
|
| ||
Investments in securities—See Statement of Investments |
|
|
|
| ||
Unaffiliated issuers |
| 334,846,211 |
| 495,435,559 |
| |
Affiliated issuers |
| 26,356,542 |
| 26,356,542 |
| |
Cash |
|
|
|
| 138,032 |
|
Dividends and securities lending income receivable |
|
|
|
| 715,975 |
|
Receivable for shares of Common Stock subscribed |
|
|
|
| 90,798 |
|
Prepaid expenses |
|
|
|
| 24,832 |
|
|
|
|
|
| 522,761,738 |
|
Liabilities ($): |
|
|
|
| ||
Due to The Dreyfus Corporation and affiliates—Note 3(c) |
|
|
|
| 347,124 |
|
Liability for securities on loan—Note 1(b) |
|
|
|
| 15,847,098 |
|
Payable for shares of Common Stock redeemed |
|
|
|
| 1,595,134 |
|
Accrued expenses |
|
|
|
| 62,796 |
|
|
|
|
|
| 17,852,152 |
|
Net Assets ($) |
|
| 504,909,586 |
| ||
Composition of Net Assets ($): |
|
|
|
| ||
Paid-in capital |
|
|
|
| 302,579,293 |
|
Accumulated undistributed investment income—net |
|
|
|
| 4,064,813 |
|
Accumulated net realized gain (loss) on investments |
|
|
|
| 37,676,132 |
|
Accumulated net unrealized appreciation (depreciation) |
|
|
| 160,589,348 |
| |
Net Assets ($) |
|
| 504,909,586 |
|
Net Asset Value Per Share | Class A | Class C | Class I | Class Y |
|
Net Assets ($) | 1,774,875 | 266,323 | 16,823,942 | 486,044,446 |
|
Shares Outstanding | 97,047 | 15,324 | 915,799 | 26,458,164 |
|
Net Asset Value Per Share ($) | 18.29 | 17.38 | 18.37 | 18.37 |
|
See notes to financial statements. |
11
STATEMENT OF OPERATIONS
Year Ended November 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income ($): |
|
|
|
| ||
Income: |
|
|
|
| ||
Cash dividends: |
|
|
|
| ||
Unaffiliated issuers |
|
| 7,969,719 |
| ||
Affiliated issuers |
|
| 27,151 |
| ||
Income from securities lending—Note 1(b) |
|
| 77,052 |
| ||
Total Income |
|
| 8,073,922 |
| ||
Expenses: |
|
|
|
| ||
Management fee—Note 3(a) |
|
| 3,759,653 |
| ||
Registration fees |
|
| 60,633 |
| ||
Professional fees |
|
| 55,025 |
| ||
Custodian fees—Note 3(c) |
|
| 39,086 |
| ||
Directors’ fees and expenses—Note 3(d) |
|
| 31,280 |
| ||
Shareholder servicing costs—Note 3(c) |
|
| 13,880 |
| ||
Prospectus and shareholders’ reports |
|
| 10,249 |
| ||
Loan commitment fees—Note 2 |
|
| 8,501 |
| ||
Interest expense—Note 2 |
|
| 2,412 |
| ||
Distribution fees—Note 3(b) |
|
| 2,142 |
| ||
Miscellaneous |
|
| 24,434 |
| ||
Total Expenses |
|
| 4,007,295 |
| ||
Less—reduction in expenses due to undertaking—Note 3(a) |
|
| (925) |
| ||
Less—reduction in fees due to earnings credits—Note 3(c) |
|
| (65) |
| ||
Net Expenses |
|
| 4,006,305 |
| ||
Investment Income—Net |
|
| 4,067,617 |
| ||
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): |
|
| ||||
Net realized gain (loss) on investments | 37,680,493 |
| ||||
Net unrealized appreciation (depreciation) on investments |
|
| (3,553,952) |
| ||
Net Realized and Unrealized Gain (Loss) on Investments |
|
| 34,126,541 |
| ||
Net Increase in Net Assets Resulting from Operations |
| 38,194,158 |
| |||
See notes to financial statements. |
12
STATEMENT OF CHANGES IN NET ASSETS
|
|
|
| Year Ended November 30, | |||||
|
|
|
| 2016 |
|
|
| 2015 |
|
Operations ($): |
|
|
|
|
|
|
|
| |
Investment income—net |
|
| 4,067,617 |
|
|
| 5,208,033 |
| |
Net realized gain (loss) on investments |
| 37,680,493 |
|
|
| 70,822,451 |
| ||
Net unrealized appreciation (depreciation) |
| (3,553,952) |
|
|
| (70,934,387) |
| ||
Net Increase (Decrease) in Net Assets | 38,194,158 |
|
|
| 5,096,097 |
| |||
Dividends to Shareholders from ($): |
|
|
|
|
|
|
|
| |
Investment income—net: |
|
|
|
|
|
|
|
| |
Class A |
|
| (7,798) |
|
|
| (8,272) |
| |
Class I |
|
| (220,904) |
|
|
| (275,670) |
| |
Class Y |
|
| (4,980,997) |
|
|
| (6,136,956) |
| |
Net realized gain on investments: |
|
|
|
|
|
|
|
| |
Class A |
|
| (190,342) |
|
|
| (92,066) |
| |
Class C |
|
| (47,751) |
|
|
| (24,745) |
| |
Class I |
|
| (3,049,661) |
|
|
| (1,531,335) |
| |
Class Y |
|
| (67,524,458) |
|
|
| (33,499,764) |
| |
Total Dividends |
|
| (76,021,911) |
|
|
| (41,568,808) |
| |
Capital Stock Transactions ($): |
|
|
|
|
|
|
|
| |
Net proceeds from shares sold: |
|
|
|
|
|
|
|
| |
Class A |
|
| 697,049 |
|
|
| 198,991 |
| |
Class C |
|
| 26,944 |
|
|
| 31,106 |
| |
Class I |
|
| 13,494,241 |
|
|
| 9,925,632 |
| |
Class Y |
|
| 80,700,160 |
|
|
| 59,930,317 |
| |
Dividends reinvested: |
|
|
|
|
|
|
|
| |
Class A |
|
| 185,889 |
|
|
| 91,099 |
| |
Class C |
|
| 42,964 |
|
|
| 20,083 |
| |
Class I |
|
| 2,875,955 |
|
|
| 1,638,458 |
| |
Class Y |
|
| 40,176,663 |
|
|
| 21,529,033 |
| |
Cost of shares redeemed: |
|
|
|
|
|
|
|
| |
Class A |
|
| (450,852) |
|
|
| (815,168) |
| |
Class C |
|
| (121,998) |
|
|
| (198,982) |
| |
Class I |
|
| (28,404,074) |
|
|
| (13,715,998) |
| |
Class Y |
|
| (144,698,613) |
|
|
| (250,167,999) |
| |
Increase (Decrease) in Net Assets | (35,475,672) |
|
|
| (171,533,428) |
| |||
Total Increase (Decrease) in Net Assets | (73,303,425) |
|
|
| (208,006,139) |
| |||
Net Assets ($): |
|
|
|
|
|
|
|
| |
Beginning of Period |
|
| 578,213,011 |
|
|
| 786,219,150 |
| |
End of Period |
|
| 504,909,586 |
|
|
| 578,213,011 |
| |
Undistributed investment income—net | 4,064,813 |
|
|
| 5,206,895 |
|
13
STATEMENT OF CHANGES IN NET ASSETS (continued)
|
|
|
| Year Ended November 30, | |||||
|
|
|
| 2016 |
|
|
| 2015 |
|
Capital Share Transactions (Shares): |
|
|
|
|
|
|
|
| |
Class A |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 39,493 |
|
|
| 10,065 |
| |
Shares issued for dividends reinvested |
|
| 11,246 |
|
|
| 4,624 |
| |
Shares redeemed |
|
| (26,979) |
|
|
| (41,489) |
| |
Net Increase (Decrease) in Shares Outstanding | 23,760 |
|
|
| (26,800) |
| |||
Class C |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 1,634 |
|
|
| 1,601 |
| |
Shares issued for dividends reinvested |
|
| 2,716 |
|
|
| 1,057 |
| |
Shares redeemed |
|
| (7,409) |
|
|
| (10,458) |
| |
Net Increase (Decrease) in Shares Outstanding | (3,059) |
|
|
| (7,800) |
| |||
Class Ia |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 785,247 |
|
|
| 502,588 |
| |
Shares issued for dividends reinvested |
|
| 173,669 |
|
|
| 83,002 |
| |
Shares redeemed |
|
| (1,585,202) |
|
|
| (689,970) |
| |
Net Increase (Decrease) in Shares Outstanding | (626,286) |
|
|
| (104,380) |
| |||
Class Ya |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 4,703,752 |
|
|
| 3,026,656 |
| |
Shares issued for dividends reinvested |
|
| 2,427,593 |
|
|
| 1,090,630 |
| |
Shares redeemed |
|
| (8,128,733) |
|
|
| (12,657,881) |
| |
Net Increase (Decrease) in Shares Outstanding | (997,388) |
|
|
| (8,540,595) |
| |||
aDuring the period ended November 30, 2016, 130,448 Class Y shares representing $2,279,496 were exchanged for 130,526 Class I shares. | |||||||||
See notes to financial statements. |
14
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements.
Year Ended November 30, | ||||||
Class A Shares | 2016 | 2015 | 2014 | 2013 | 2012 | |
Per Share Data ($): | ||||||
Net asset value, beginning of period | 19.77 | 20.70 | 19.67 | 15.45 | 14.20 | |
Investment Operations: | ||||||
Investment income—neta | .08 | .08 | .10 | .08 | .08 | |
Net realized and unrealized | 1.18 | .01b | 1.08 | 4.25 | 1.17 | |
Total from Investment Operations | 1.26 | .09 | 1.18 | 4.33 | 1.25 | |
Distributions: | ||||||
Dividends from | (.11) | (.08) | (.07) | (.11) | - | |
Dividends from net realized | (2.63) | (.94) | (.08) | - | - | |
Total Distributions | (2.74) | (1.02) | (.15) | (.11) | - | |
Net asset value, end of period | 18.29 | 19.77 | 20.70 | 19.67 | 15.45 | |
Total Return (%)c | 7.85 | .50 | 6.02 | 28.20 | 8.80 | |
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | 1.17 | 1.16 | 1.16 | 1.15 | 1.22 | |
Ratio of net expenses | 1.15 | 1.14 | 1.14 | 1.14 | 1.22 | |
Ratio of net investment income | .46 | .41 | .48 | .48 | .57 | |
Portfolio Turnover Rate | 5.31 | 13.81 | 12.14 | 7.13 | 5.73 | |
Net Assets, end of period ($ x 1,000) | 1,775 | 1,449 | 2,071 | 2,446 | 1,810 |
a Based on average shares outstanding.
b In addition to net realized and unrealized losses on investments, this amount includes an increase in net asset value per share resulting from the timing of issuances and redemptions of shares in relation to fluctuating market values for the fund’s investments.
c Exclusive of sales charge.
See notes to financial statements.
15
FINANCIAL HIGHLIGHTS (continued)
Year Ended November 30, | ||||||
Class C Shares | 2016 | 2015 | 2014 | 2013 | 2012 | |
Per Share Data ($): | ||||||
Net asset value, beginning of period | 18.94 | 19.93 | 19.04 | 14.97 | 13.88 | |
Investment Operations: | ||||||
Investment (loss)—neta | (.05) | (.07) | (.05) | (.06) | (.05) | |
Net realized and unrealized | 1.12 | .02b | 1.03 | 4.13 | 1.14 | |
Total from Investment Operations | 1.07 | (.05) | .98 | 4.07 | 1.09 | |
Distributions: | ||||||
Dividends from | - | - | (.01) | - | - | |
Dividends from net realized | (2.63) | (.94) | (.08) | - | - | |
Total Distributions | (2.63) | (.94) | (.09) | - | - | |
Net asset value, end of period | 17.38 | 18.94 | 19.93 | 19.04 | 14.97 | |
Total Return (%)c | 7.03 | (.29) | 5.23 | 27.19 | 7.85 | |
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | 2.11 | 2.04 | 1.94 | 2.02 | 2.08 | |
Ratio of net expenses | 1.90 | 1.90 | 1.88 | 1.93 | 2.08 | |
Ratio of net investment (loss) | (.29) | (.35) | (.26) | (.34) | (.33) | |
Portfolio Turnover Rate | 5.31 | 13.81 | 12.14 | 7.13 | 5.73 | |
Net Assets, end of period ($ x 1,000) | 266 | 348 | 522 | 1,016 | 278 |
a Based on average shares outstanding.
b In addition to net realized and unrealized losses on investments, this amount includes an increase in net asset value per share resulting from the timing of issuances and redemptions of shares in relation to fluctuating market values for the fund’s investments.
c Exclusive of sales charge.
See notes to financial statements.
16
Year Ended November 30, | ||||||
Class I Shares | 2016 | 2015 | 2014 | 2013 | 2012 | |
Per Share Data ($): | ||||||
Net asset value, beginning of period | 19.88 | 20.82 | 19.77 | 15.51 | 14.27 | |
Investment Operations: | ||||||
Investment income—neta | .14 | .15 | .16 | .14 | .14 | |
Net realized and unrealized | 1.17 | .02b | 1.09 | 4.27 | 1.17 | |
Total from Investment Operations | 1.31 | .17 | 1.25 | 4.41 | 1.31 | |
Distributions: | ||||||
Dividends from | (.19) | (.17) | (.12) | (.15) | (.07) | |
Dividends from net realized | (2.63) | (.94) | (.08) | - | - | |
Total Distributions | (2.82) | (1.11) | (.20) | (.15) | (.07) | |
Net asset value, end of period | 18.37 | 19.88 | 20.82 | 19.77 | 15.51 | |
Total Return (%) | 8.15 | .88 | 6.37 | 28.75 | 9.23 | |
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | .83 | .80 | .78 | .79 | .80 | |
Ratio of net expenses | .83 | .80 | .78 | .79 | .80 | |
Ratio of net investment income | .80 | .75 | .77 | .81 | .95 | |
Portfolio Turnover Rate | 5.31 | 13.81 | 12.14 | 7.13 | 5.73 | |
Net Assets, end of period ($ x 1,000) | 16,824 | 30,654 | 34,278 | 817,867 | 535,019 |
a Based on average shares outstanding.
b In addition to net realized and unrealized losses on investments, this amount includes an increase in net asset value per share resulting from the timing of issuances and redemptions of shares in relation to fluctuating market values for the fund’s investments.
See notes to financial statements.
17
FINANCIAL HIGHLIGHTS (continued)
Year Ended November 30, | ||||||
Class Y Shares | 2016 | 2015 | 2014 | 2013a | ||
Per Share Data ($): | ||||||
Net asset value, beginning of period | 19.88 | 20.82 | 19.76 | 17.41 | ||
Investment Operations: | ||||||
Investment income—netb | .14 | .15 | .20 | .06 | ||
Net realized and unrealized | 1.17 | .02c | 1.06 | 2.29 | ||
Total from Investment Operations | 1.31 | .17 | 1.26 | 2.35 | ||
Distributions: | ||||||
Dividends from | (.19) | (.17) | (.12) | - | ||
Dividends from net realized | (2.63) | (.94) | (.08) | - | ||
Total Distributions | (2.82) | (1.11) | (.20) | - | ||
Net asset value, end of period | 18.37 | 19.88 | 20.82 | 19.76 | ||
Total Return (%) | 8.18 | .89 | 6.43 | 13.50d | ||
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | .80 | .79 | .79 | .76e | ||
Ratio of net expenses | .80 | .79 | .79 | .76e | ||
Ratio of net investment income | .81 | .76 | 1.03 | .78e | ||
Portfolio Turnover Rate | 5.31 | 13.81 | 12.14 | 7.13 | ||
Net Assets, end of period ($ x 1,000) | 486,044 | 545,762 | 749,348 | 1 |
a From July 1, 2013 (commencement of initial offering) to November 30, 2013.
b Based on average shares outstanding.
c In addition to net realized and unrealized losses on investments, this amount includes an increase in net asset value per share resulting from the timing of issuances and redemptions of shares in relation to fluctuating market values for the fund’s investments.
d Not annualized.
e Annualized.
See notes to financial statements.
18
NOTES TO FINANCIAL STATEMENTS
NOTE 1—Significant Accounting Policies:
Dreyfus U.S. Equity Fund (the “fund”) is a separate diversified series of Strategic Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering ten series, including the fund. The fund’s investment objective is to seek long-term total return. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Walter Scott & Partners Limited (“Walter Scott”), a wholly-owned subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s sub-investment adviser. The fund is closed to new investors.
MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares. The fund is authorized to issue 100 million shares of $.001 par value Common Stock in each of the following classes of shares: Class A, Class C, Class I and Class Y. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class C shares are subject to a contingent deferred sales charge (“CDSC”) imposed on Class C shares redeemed within one year of purchase. Class I and Class Y shares are sold at net asset value per share generally to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.
The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.
19
NOTES TO FINANCIAL STATEMENTS (continued)
The Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.
(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.
Various inputs are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized in the three broad levels listed below:
Level 1—unadjusted quoted prices in active markets for identical investments.
Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:
Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. For open short positions, asked prices are used for valuation purposes. Bid price is
20
used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are generally categorized within Level 1 of the fair value hierarchy.
Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.
Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and financial futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.
When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Company’s Board of Directors (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.
For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are generally categorized within Level 3 of the fair value hierarchy.
The following is a summary of the inputs used as of November 30, 2016 in valuing the fund’s investments:
21
NOTES TO FINANCIAL STATEMENTS (continued)
Level 1 - Unadjusted Quoted Prices | Level 2 - Other Significant Observable Inputs | Level 3 -Significant Unobservable Inputs | Total | |
Assets ($) | ||||
Investments in Securities: | ||||
Equity Securities - Domestic Common Stocks† | 495,435,559 | - | - | 495,435,559 |
Registered Investment Companies | 26,356,542 | - | - | 26,356,542 |
† See Statement of Investments for additional detailed categorizations.
At November 30, 2016, there were no transfers between levels of the fair value hierarchy.
(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.
Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by Dreyfus, or U.S. Government and Agency securities. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, The Bank of New York Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended November 30, 2016, The Bank of New York Mellon earned $19,368 from lending portfolio securities, pursuant to the securities lending agreement.
(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” under the Act. Investments in
22
affiliated investment companies during the period ended November 30, 2016 were as follows:
Affiliated Investment Company | Value | Purchases ($) | Sales ($) | Value | Net |
Dreyfus Institutional Cash Advantage Fund, Institutional Shares† | 6,050,969 | 90,493,818 | 96,544,787 | - | - |
Dreyfus Institutional Preferred Government Plus Money Market | 8,359,354 | 107,303,620 | 105,153,530 | 10,509,444 | 2.1 |
Dreyfus Institutional Preferred Money Market Fund, Hamilton Shares† | - | 20,527,528 | 4,680,430 | 15,847,098 | 3.1 |
Total | 14,410,323 | 218,324,966 | 206,378,747 | 26,356,542 | 5.2 |
† During the period ended November 30, 2016, Dreyfus Institutional Cash Advantage Fund was acquired by Dreyfus Institutional Preferred Money Market Fund.
†† Formerly Dreyfus Institutional Preferred Plus Money Market Fund.
(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code���). To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.
(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.
As of and during the period ended November 30, 2016, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income
23
NOTES TO FINANCIAL STATEMENTS (continued)
tax expense in the Statement of Operations. During the period ended November 30, 2016, the fund did not incur any interest or penalties.
Each tax year in the four-year period ended November 30, 2016 remains subject to examination by the Internal Revenue Service and state taxing authorities.
At November 30, 2016, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $4,079,987, undistributed capital gains $37,660,958 and unrealized appreciation $160,589,348.
The tax character of distributions paid to shareholders during the fiscal periods ended November 30, 2016 and November 30, 2015 were as follows: ordinary income $7,389,529 and $8,608,110, and long-term capital gains $68,632,382 and $32,960,698, respectively.
NOTE 2—Bank Lines of Credit:
The fund participates with other Dreyfus-managed funds in a $810 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 5, 2016, the unsecured credit facility with Citibank, N.A. was $555 million and prior to January 11, 2016, the unsecured credit facility with Citibank, N.A. was $480 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.
The average amount of borrowings outstanding under the Facilities during the period ended November 30, 2016 was approximately $179,000 with a related weighted average annualized interest rate of 1.35%.
NOTE 3—Management Fee, Sub-Investment Advisory Fee and Other Transactions with Affiliates:
(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly. Dreyfus has contractually agreed, from December 1, 2015 through April 1, 2017, to waive receipt of its fees and/or assume the direct expenses of the fund, so that the expenses of none of the classes (excluding Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed .90% of the value of the fund’s average daily net assets.
24
The reduction in expenses, pursuant to the undertaking, amounted to $925 during the period ended November 30, 2016.
Pursuant to a sub-investment advisory agreement between Dreyfus and Walter Scott, Dreyfus pays Walter Scott a monthly fee at an annual percentage of the value of the fund’s average daily net assets.
(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. During the period ended November 30, 2016, Class C shares were charged $2,142 pursuant to the Distribution Plan.
(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended November 30, 2016, Class A and Class C shares were charged $3,519 and $714, respectively, pursuant to the Shareholder Services Plan.
The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.
The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2016, the fund was charged $3,693 for transfer agency services and $145 for cash management services. These fees are included in Shareholder servicing costs in the Statement of Operations. Cash management fees were partially offset by earnings credits of $65.
The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity.
25
NOTES TO FINANCIAL STATEMENTS (continued)
During the period ended November 30, 2016, the fund was charged $39,086 pursuant to the custody agreement.
During the period ended November 30, 2016, the fund was charged $9,629 for services performed by the Chief Compliance Officer and his staff.
The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $306,435, Distribution Plan fees $161, Shareholder Services Plan fees $413, custodian fees $33,000, Chief Compliance Officer fees $6,501 and transfer agency fees $653, which are offset against an expense reimbursement currently in effect in the amount of $39.
(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.
NOTE 4—Securities Transactions:
The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended November 30, 2016, amounted to $26,341,957 and $138,225,616, respectively.
At November 30, 2016, the cost of investments for federal income tax purposes was $361,202,753; accordingly, accumulated net unrealized appreciation on investments was $160,589,348, consisting of $175,904,007 gross unrealized appreciation and $15,314,659 gross unrealized depreciation.
26
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Dreyfus U.S. Equity Fund
We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus U.S. Equity Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2016, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2016 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus U.S. Equity Fund at November 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the indicated periods, in conformity with U.S. generally accepted accounting principles.
New York, New York
January 26, 2017
27
IMPORTANT TAX INFORMATION (Unaudited)
For federal tax purposes, the fund hereby reports 100% of the ordinary dividends paid during the fiscal year ended November 30, 2016 as qualifying for the corporate dividends received deduction. Also, certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $7,389,529 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2017 of the percentage applicable to the preparation of their 2016 income tax returns. Also, the fund hereby reports $.0810 per share as a short-term capital gain distribution and $2.5503 per share as a long-term capital gain distribution paid on December 31, 2015.
28
INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)
At a meeting of the fund’s Board of Directors held on November 7-8, 2016, the Board considered the renewal of the fund’s Management Agreement, pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”), and the Sub-Investment Advisory Agreement (together, the “Agreements”), pursuant to which Walter Scott & Partners Limited (the “Subadviser”) provides day-to-day management of the fund’s investments. The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Subadviser. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.
Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information provided to them at the meeting and in previous presentations from Dreyfus representatives regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or Dreyfus) and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.
The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures, as well as Dreyfus’ supervisory activities over the Subadviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.
Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended September 30, 2016, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. Dreyfus previously had furnished the
29
INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)
Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. The Board discussed the results of the comparisons and noted that the fund’s total return performance was at or above the Performance Group median for all periods except for the four- and five-year periods when it was below the median, and was below the Performance Universe median for all periods except the one-year period when it was above the median. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.
The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board noted that the fund’s contractual management fee was below the Expense Group median and the fund’s actual management fee and total expenses were below the Expense Group and Expense Universe medians.
Dreyfus representatives noted that Dreyfus has contractually agreed to waive receipt of its fees and/or assume the expenses of the fund, until April 1, 2017, so that annual direct fund operating expenses (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed .90% of the fund’s average daily net assets.
Dreyfus representatives reviewed with the Board the management or investment advisory fees (1) paid by funds advised or administered by Dreyfus that are in the same Broadridge category as the fund and (2) paid to Dreyfus or the Subadviser or its affiliates for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee.
The Board considered the fee to the Subadviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Subadviser and Dreyfus. The Board also noted the Subadviser’s fee is paid by Dreyfus (out of its fee from the fund) and not the fund.
Analysis of Profitability and Economies of Scale. Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus and its affiliates for managing the funds in the Dreyfus fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus. The Board also had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex. The
30
consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.
The Board considered on the advice of its counsel the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by Dreyfus and the Subadviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since Dreyfus, and not the fund, pays the Subadviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Subadviser’s profitability to be relevant to its deliberations. Dreyfus representatives noted that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus and the Subadviser from acting as investment adviser and sub-investment adviser, respectively, and noted the soft dollar arrangements in effect for trading the fund’s investments.
At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreements. Based on the discussions and considerations as described above, the Board concluded and determined as follows.
· The Board concluded that the nature, extent and quality of the services provided by Dreyfus and the Subadviser are adequate and appropriate.
· The Board generally was satisfied with the fund’s improved performance.
· The Board concluded that the fees paid to Dreyfus and the Subadviser supported the renewal of the Agreements in light of the considerations described above.
· The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered by Dreyfus in connection with the fee rate charged to the fund pursuant to the Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.
In evaluating the Agreements, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with Dreyfus and its affiliates and the Subadviser, of the fund and the services provided to the fund by Dreyfus and the Subadviser. The Board also relied on information received on a
31
INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)
routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreements, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years. The Board determined to renew the Agreements.
32
BOARD MEMBERS INFORMATION (Unaudited)
INDEPENDENT BOARD MEMBERS
Joseph S. DiMartino (73)
Chairman of the Board (1995)
Principal Occupation During Past 5 Years:
· Corporate Director and Trustee (1995-present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997-present)
No. of Portfolios for which Board Member Serves: 135
———————
Joni Evans (74)
Board Member (2006)
Principal Occupation During Past 5 Years:
· Chief Executive Officer, www.wowOwow.com, an online community dedicated to women’s conversations and publications (2007-present)
· Principal, Joni Evans Ltd. (publishing) (2006-present)
No. of Portfolios for which Board Member Serves: 24
———————
Ehud Houminer (76)
Board Member (1994)
Principal Occupation During Past 5 Years:
· Executive-in-Residence at the Columbia Business School, Columbia
University (1992-present)
Other Public Company Board Memberships During Past 5 Years:
· Avnet, Inc., an electronics distributor, Director (1993-2012)
No. of Portfolios for which Board Member Serves: 59
———————
Hans C. Mautner (79)
Board Member (1984)
Principal Occupation During Past 5 Years:
· Corporate Director and Trustee (1978-present)
No. of Portfolios for which Board Member Serves: 24
———————
33
BOARD MEMBERS INFORMATION (Unaudited) (continued)
INDEPENDENT BOARD MEMBERS (continued)
Robin A. Melvin (53)
Board Member (1995)
Principal Occupation During Past 5 Years:
· Co-chairman, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois; (2014-present; board member since 2013)
· Director, Boisi Family Foundation, a private family foundation that supports
youth-serving organizations that promote the self sufficiency of youth from
disadvantaged circumstances (1995-2012)
No. of Portfolios for which Board Member Serves: 107
———————
Burton N. Wallack (66)
Board Member (2006)
Principal Occupation During Past 5 Years:
· President and Co-owner of Wallack Management Company, a real estate management
company (1987-present)
No. of Portfolios for which Board Member Serves: 24
———————
Benaree Pratt Wiley (70)
Board Member (2016)
Principal Occupation During Past 5 Years:
· Principal, The Wiley Group, a firm specializing in strategy and business development (2005-present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (2008-present)
No. of Portfolios for which Board Member Serves: 86
———————
34
INTERESTED BOARD MEMBER
Gordon J. Davis (75)
Board Member (2006)
Principal Occupation During Past 5 Years:
· Partner in the law firm of Venable LLP (2012-present)
· Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012)
Other Public Company Board Memberships During Past 5 Years:
· Consolidated Edison, Inc., a utility company, Director (1997-2014)
· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)
No. of Portfolios for which Board Member Serves: 58
Gordon J. Davis is deemed to be an “interested person” (as defined under the Act) of the Company as a result of his affiliation with Venable LLP, which provides legal services to the Company.
———————
Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.
William Hodding Carter III, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member
35
OFFICERS OF THE FUND (Unaudited)
BRADLEY J. SKAPYAK, President since January 2010.
Chief Operating Officer and a director of the Manager since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of the Manager and the transfer agent of the funds, since May 2011 and Executive Vice President of the Distributor since June 2007. He is an officer of 64 investment companies (comprised of 135 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since February 1988.
BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.
Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since June 2015; from June 2005 to June 2015, he served in various capacities with Deutsche Bank – Asset & Wealth Management Division, including as Director and Associate General Counsel, and Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since June 2015.
JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.
Associate General Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 53 years old and has been an employee of the Manager since February 1984.
JAMES BITETTO, Vice President and Assistant Secretary since Augsut 2005.
Managing Counsel of BNY Mellon and Secretary of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since December 1996.
JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 61 years old and has been an employee of the Manager since October 1988.
JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since June 2000.
MAUREEN E. KANE, Vice President and Assistant Secretary since April 2015.
Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel, and from May 2009 until July 2014, Chief Compliance Officer of Century Capital Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 54 years old and has been an employee of the Manager since July 2014.
SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.
Senior Counsel of BNY Mellon, since March 2013, from August 2005 to March 2013, Associate General Counsel of Third Avenue Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 41 years old and has been an employee of the Manager since March 2013.
JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.
Senior Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 1990.
JAMES WINDELS, Treasurer since November 2001.
Director – Mutual Fund Accounting of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since April 1985.
RICHARD CASSARO, Assistant Treasurer since January 2008.
Senior Accounting Manager – Money Market, Municipal Bond and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since September 1982.
36
GAVIN C. REILLY, Assistant Treasurer since December 2005.
Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since April 1991.
ROBERT S. ROBOL, Assistant Treasurer since August 2005.
Senior Accounting Manager of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since October 1988.
ROBERT SALVIOLO, Assistant Treasurer since July 2007.
Senior Accounting Manager – Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since June 1989.
ROBERT SVAGNA, Assistant Treasurer since September 2002.
Senior Accounting Manager – Fixed Income and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since November 1990.
JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.
Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (65 investment companies, comprised of 160 portfolios). He is 59 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.
CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016
Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor and from 2007 to December 2011, Financial Processing Manager of the Distributor. She is an officer of 60 investment companies (comprised of 155 portfolios) managed by the Manager. She is 48 years old and has been an employee of the Distributor since 1997.
37
Dreyfus U.S. Equity Fund
200 Park Avenue
New York, NY 10166
Manager
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
Sub-Investment Adviser
Walter Scott & Partners Limited
(Walter Scott)
One Charlotte Square
Edinburgh, Scotland, UK
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Transfer Agent &
Dividend Disbursing Agent
Dreyfus Transfer, Inc.
200 Park Avenue
New York, NY 10166
Distributor
MBSC Securities Corporation
200 Park Avenue
New York, NY 10166
Ticker Symbols: Class A: DPUAX Class C: DPUCX Class I: DPUIX Class Y: DPUYX |
Telephone Call your financial representative or 1-800-DREYFUS
Mail The Dreyfus Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
E-mail Send your request to info@dreyfus.com
Internet Information can be viewed online or downloaded at www.dreyfus.com
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (phone 1-800-SEC-0330 for information).
A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.dreyfus.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.
© 2017 MBSC Securities Corporation |
Global Stock Fund
ANNUAL REPORT November 30, 2016 |
Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.dreyfus.com and sign up for Dreyfus eCommunications. It’s simple and only takes a few minutes. |
The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund. |
Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
T H E F U N D
Chief Executive Officer | |
With Those of Other Funds | |
Public Accounting Firm | |
the Fund’s Management and | |
Sub-Investment | |
Advisory Agreements | |
FOR MORE INFORMATION
Back Cover
| The Fund |
A LETTER FROM THE CHIEF EXECUTIVE OFFICER
Dear Shareholder:
We are pleased to present this annual report for Global Stock Fund, covering the 12-month period from December 1, 2015 through November 30, 2016. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.
Stocks and bonds advanced over the reporting period despite bouts of market volatility stemming from various global economic developments. In December 2015, investor sentiment deteriorated amid sluggish global economic growth, falling commodity prices, and the first increase in short-term U.S. interest rates in nearly a decade. These worries sparked particularly sharp stock market declines in January 2016, but equities began to rally in February when U.S. monetary policymakers refrained from additional rate hikes, other central banks eased their monetary policies further, and commodity prices began to rebound. Stocks generally continued to climb through the summer, driving several broad measures of U.S. stock market performance to record highs. Stock prices moderated in advance of U.S. elections, but markets subsequently rallied to new highs in anticipation of changes in U.S. fiscal and tax policies. In the bond market, yields of high-quality sovereign bonds moved lower over much of the reporting period due to robust investor demand for current income, but yields surged higher after the election amid expectations of rising interest rates.
The transition to a new U.S. president and ongoing global economic headwinds suggest that volatility may persist in the financial markets over the foreseeable future. Some asset classes and industry groups seem likely to benefit from a changing economic and political landscape, while others probably will face challenges. Consequently, selectivity could become a more important determinant of investment success. As always, we encourage you to discuss the implications of our observations with your financial advisor.
Thank you for your continued confidence and support.
Sincerely,
Mark D. Santero
Chief Executive Officer
The Dreyfus Corporation
December 15, 2016
2
DISCUSSION OF FUND PERFORMANCE
For the period from December 1, 2015 through November 30, 2016, as provided by Charlie Macquaker, Roy Leckie, Jane Henderson, and Rodger Nisbet of Walter Scott & Partners Limited (Walter Scott), Sub-Investment Adviser
Fund and Market Performance Overview
For the 12-month period ended November 30, 2016, Global Stock Fund’s Class A shares achieved a total return of 3.19%, Class C shares returned 2.36%, Class I shares returned 3.50%, and Class Y shares returned 3.51%.1 For the same period, the fund’s benchmark, the MSCI World Index (the “Index”), achieved a total return of 3.15%.2
Global equities achieved moderately positive returns amid heightened market volatility over the reporting period. The fund’s relatively defensive positioning during a market downturn early in the reporting period enabled the fund’s Class A, Class I, and Class Y shares to outperform its benchmark.
The Fund’s Investment Approach
The fund seeks long-term real returns by investing in stocks. The fund normally invests primarily in foreign companies located in the world’s developed markets. The firm focuses on individual stock selection through extensive fundamental research. The investment process begins with the screening of reported company financials. Companies that meet certain broad absolute and trend criteria are candidates for more detailed financial analysis. The fund’s Investment Team collectively reviews and selects those stocks that meet Walter Scott’s criteria and where the expected growth rate is combined with a reasonable valuation for the underlying equity. Market capitalization and sector allocations are results of, not part of, the investment process because the Investment Team’s sole focus is on the analysis of and investment in individual companies.
Volatility Buffeted Global Equity Markets
Global equities drifted lower at the end of 2015 under pressure from weakening commodity prices and disappointment over recent central banking strategies in Europe. Investors also responded nervously to the first short-term interest rate hike in the United States in nearly a decade. Investor sentiment turned more sharply negative in January 2016 due to further deterioration in commodity prices, disappointing economic data in China, and worries that additional short-term U.S. rate hikes might weigh on global economic activity.
Stocks began a dramatic recovery in mid-February when investors responded positively to encouraging economic data and better-than-expected corporate earnings. The rally continued through the spring amid rebounding commodity prices, a new round of monetary easing in Europe, and indications that U.S. monetary policymakers would delay additional rate increases. Markets endured another bout of volatility in June when the United Kingdom voted to leave the European Union, but equities quickly rebounded, and the Index more than recouped its previous losses. In October, uncertainty ahead of U.S. elections caused global equity markets to lose ground, but stocks bounced back in November in anticipation of more business-friendly policies from the incoming administration. As a result, the Index ended the reporting period with a moderate gain.
Defensive Positioning Bolstered Relative Results
The fund’s performance compared to its benchmark was enhanced by its generally defensive investment posture early in the reporting period. Limited exposures to financials and banks in
3
DISCUSSION OF FUND PERFORMANCE (continued)
particular, have been a particular feature of Walter Scott portfolios for many years. This stance helped the fund limit the impact of the market downturn at the time.
The fund’s security selection strategy also proved helpful. Three of the fund’s top five individual performers came from the information technology sector, where the fund held overweighted exposure. Most notably, Taiwan Semiconductor Manufacturing gained value amid robust demand for microchips and Japanese equipment producer Keyence reported strong financial results stemming from rising demand from manufacturers for factory automation technologies. Japan-based mining equipment maker Komatsu and chemicals producer Shin-Etsu Chemical benefited from the recovery in commodity prices.
Although the fund’s defensive positioning enabled it to outperform the benchmark for the reporting period overall, this investment posture proved less effective during the market rallies over the reporting period’s second half. Indeed, the fund’s substantially underweighted exposure to financial companies proved especially counterproductive in November, when the sector helped lead the post-election rally. In addition, several of the fund’s investments in the health care sector — including U.S. biotechnology firm Gilead Sciences and Danish specialty drug developer Novo Nordisk — lagged market averages due to industrywide pricing and competitive pressures over much of the reporting period. In the consumer discretionary sector, U.S.-based athletic apparel company NIKE struggled with slowing growth and a rich valuation, and Swedish clothing chain Hennes & Mauritz reported ongoing pressure on margins due to recent investments and weather-related issues.
Focusing on Secular Growth Opportunities
We currently expect the global economy to post slow-to-moderate growth over the foreseeable future, but we remain concerned about uncertainties surrounding future U.S. fiscal and trade policies, and generally high equity market valuations. Therefore, we have maintained the fund’s longstanding conservative approach, including a focus on individual companies that we believe can grow independent of prevailing economic and geopolitical trends. We have identified an ample number of such opportunities in the information technology, consumer discretionary, and health care sectors, but relatively few in the financials and real estate sectors.
December 15, 2016
Equities are subject generally to market, market sector, market liquidity, issuer, and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.
Investing internationally involves special risks, including changes in currency exchange rates, political, economic, and social instability, a lack of comprehensive company information, differing auditing and legal standards, and less market liquidity. These risks generally are greater with emerging market countries than with more economically and politically established foreign countries.
1 Total return includes reinvestment of dividends and any capital gains paid and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price, yield, and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.
2 Source: Lipper Inc. — Reflects reinvestment of net dividends and, where applicable, capital gain distributions. The MSCI World Index is an unmanaged index of global stock market performance, including the United States, Canada, Europe, Australia, New Zealand, and the Far East. Investors cannot invest directly in any index.
4
FUND PERFORMANCE
Comparison of change in value of $10,000 investment in Global Stock Fund Class A shares, Class C shares, Class I shares and Class Y shares and the MSCI World Index
† Source: Lipper Inc.
†† The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in each of the Class A, Class C, Class I and Class Y shares of Global Stock Fund on 12/29/06 (inception date) to a $10,000 investment made in the MSCI World Index (the “Index”) on that date. All dividends and capital gain distributions are reinvested.
The fund’s performance shown in the line graph above takes into account the maximum initial sales charge on Class A shares, and all other applicable fees and expenses on all classes. The Index is an unmanaged index of global stock market performance, including the United States, Canada, Australia, New Zealand and the Far East. 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.
5
FUND PERFORMANCE (continued)
Average Annual Total Returns as of 11/30/16 | ||||
| Inception | 1 Year | 5 Years | From |
Class A shares | ||||
with maximum sales charge (5.75%) | 12/29/06 | -2.75% | 6.93% | 4.54% |
without sales charge | 12/29/06 | 3.19% | 8.19% | 5.16% |
Class C shares | ||||
with applicable redemption charge † | 12/29/06 | 1.43% | 7.36% | 4.36% |
without redemption | 12/29/06 | 2.36% | 7.36% | 4.36% |
Class I shares | 12/29/06 | 3.50% | 8.53% | 5.50% |
Class Y shares | 7/1/13 | 3.51% | 8.69%†† | 5.40%†† |
MSCI World Index | 12/31/06 | 3.15% | 9.88% | 3.61%††† |
Past performance is not predictive of future performance. The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.
† The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.
†† The total return performance figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
††† For comparative purposes, the value of the Index as of 12/31/06 is used as the beginning value on 12/29/06.
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 Global Stock Fund from June 1, 2016 to November 30, 2016. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.
Expenses and Value of a $1,000 Investment | ||||||||
assuming actual returns for the six months ended November 30, 2016 | ||||||||
Class A | Class C | Class I | Class Y | |||||
Expenses paid per $1,000† |
| $6.14 |
| $9.94 |
| $4.58 |
| $4.48 |
Ending value (after expenses) |
| $1,012.10 |
| $1,008.30 |
| $1,013.70 |
| $1,013.70 |
COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)
Using the SEC’s method to compare expenses
The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.
Expenses and Value of a $1,000 Investment | ||||||||
assuming a hypothetical 5% annualized return for the six months ended November 30, 2016 | ||||||||
Class A | Class C | Class I | Class Y | |||||
Expenses paid per $1,000† |
| $6.16 |
| $9.97 |
| $4.60 |
| $4.50 |
Ending value (after expenses) |
| $1,018.90 |
| $1,015.10 |
| $1,020.45 |
| $1,020.55 |
† Expenses are equal to the fund’s annualized expense ratio of 1.22% for Class A, 1.98% for Class C, .91% for Class I and .89% for Class Y, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).
7
STATEMENT OF INVESTMENTS
November 30, 2016
Common Stocks - 97.3% | Shares | Value ($) | |||
Australia - 1.7% | |||||
CSL | 302,800 | 21,913,025 | |||
Canada - 2.3% | |||||
Suncor Energy | 909,300 | 28,958,426 | |||
China - 2.2% | |||||
CNOOC | 21,769,000 | 27,448,053 | |||
Denmark - 1.0% | |||||
Novo Nordisk, Cl. B | 380,700 | 12,906,280 | |||
France - 5.7% | |||||
Essilor International | 208,400 | 22,109,355 | |||
L'Oreal | 131,600 | 22,462,646 | |||
LVMH Moet Hennessy Louis Vuitton | 148,463 | 27,016,732 | |||
71,588,733 | |||||
Hong Kong - 7.1% | |||||
AIA Group | 4,321,800 | 26,354,817 | |||
China Mobile | 2,255,000 | 24,609,779 | |||
CLP Holdings | 1,301,000 | 12,722,343 | |||
Hong Kong & China Gas | 14,087,263 | 26,225,756 | |||
89,912,695 | |||||
Japan - 8.9% | |||||
Denso | 512,700 | 22,317,608 | |||
FANUC | 149,100 | 25,159,525 | |||
Keyence | 36,957 | 25,271,152 | |||
Komatsu | 426,400 | 9,815,344 | |||
Shin-Etsu Chemical | 404,500 | 29,911,892 | |||
112,475,521 | |||||
Spain - 2.0% | |||||
Industria de Diseno Textil | 747,100 | 25,555,788 | |||
Sweden - 1.5% | |||||
Hennes & Mauritz, Cl. B | 636,700 | 18,494,593 | |||
Switzerland - 7.8% | |||||
Nestle | 320,400 | 21,555,385 | |||
Novartis | 363,000 | 25,081,883 | |||
Roche Holding | 107,500 | 23,969,952 | |||
SGS | 8,700 | 17,482,148 | |||
Swatch Group-BR | 1,622 | 476,852 | |||
Syngenta | 28,211 | 10,791,047 | |||
99,357,267 |
8
Common Stocks - 97.3% (continued) | Shares | Value ($) | |||
Taiwan - 2.1% | |||||
Taiwan Semiconductor Manufacturing, ADR | 914,100 | 27,139,629 | |||
United Kingdom - 3.9% | |||||
Compass Group | 1,395,000 | 23,929,845 | |||
Experian | 114,124 | 2,156,166 | |||
Reckitt Benckiser Group | 271,700 | 22,990,967 | |||
49,076,978 | |||||
United States - 51.1% | |||||
Adobe Systems | 245,600 | a | 25,250,136 | ||
Alphabet, Cl. C | 34,397 | a | 26,074,302 | ||
Amphenol, Cl. A | 405,600 | 27,686,256 | |||
Automatic Data Processing | 296,800 | 28,498,736 | |||
C.R. Bard | 106,000 | 22,318,300 | |||
Cerner | 214,000 | a | 10,652,920 | ||
Cisco Systems | 804,500 | 23,990,190 | |||
Cognizant Technology Solutions, Cl. A | 507,900 | a | 27,975,132 | ||
Colgate-Palmolive | 358,100 | 23,358,863 | |||
EOG Resources | 341,000 | 34,959,320 | |||
Fastenal | 381,900 | 18,102,060 | |||
Gilead Sciences | 262,000 | 19,309,400 | |||
Intuitive Surgical | 37,300 | a | 24,011,502 | ||
Johnson & Johnson | 221,700 | 24,675,210 | |||
Mastercard, Cl. A | 274,700 | 28,074,340 | |||
Microsoft | 445,700 | 26,857,882 | |||
NIKE, Cl. B | 497,100 | 24,889,797 | |||
Oracle | 674,400 | 27,104,136 | |||
Praxair | 217,500 | 26,165,250 | |||
Schlumberger | 351,600 | 29,551,980 | |||
Starbucks | 468,116 | 27,136,684 | |||
Stryker | 228,700 | 25,994,042 | |||
The TJX Companies | 338,400 | 26,510,256 | |||
Tractor Supply | 239,686 | 17,993,228 | |||
W.W. Grainger | 100,200 | 23,103,114 | |||
Walt Disney | 280,300 | 27,783,336 | |||
648,026,372 | |||||
Total Common Stocks (cost $885,383,172) | 1,232,853,360 |
9
STATEMENT OF INVESTMENTS (continued)
Other Investment - 2.8% | Shares | Value ($) | |||
Registered Investment Company; | |||||
Dreyfus Institutional Preferred Government Plus Money Market Fund | 36,003,242 | b | 36,003,242 | ||
Total Investments (cost $921,386,414) | 100.1% | 1,268,856,602 | |||
Liabilities, Less Cash and Receivables | (.1%) | (1,159,532) | |||
Net Assets | 100.0% | 1,267,697,070 |
ADR—American Depository Receipt
BR—Bearer Certificate
aNon-income producing security.
b Investment in affiliated money market mutual fund.
Portfolio Summary (Unaudited) † | Value (%) |
Information Technology | 23.2 |
Consumer Discretionary | 19.1 |
Health Care | 18.4 |
Energy | 9.5 |
Industrials | 7.6 |
Consumer Staples | 7.1 |
Materials | 5.3 |
Utilities | 3.1 |
Money Market Investment | 2.8 |
Financials | 2.1 |
Telecommunication Services | 1.9 |
100.1 |
† Based on net assets.
See notes to financial statements.
10
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2016
|
|
|
|
|
|
|
|
|
| Cost |
| Value |
|
Assets ($): |
|
|
|
| ||
Investments in securities—See Statement of Investments: |
|
|
|
| ||
Unaffiliated issuers |
| 885,383,172 |
| 1,232,853,360 |
| |
Affiliated issuers |
| 36,003,242 |
| 36,003,242 |
| |
Cash |
|
|
|
| 579,377 |
|
Cash denominated in foreign currency |
|
| 462,019 |
| 462,742 |
|
Dividends receivable |
|
|
|
| 2,581,207 |
|
Receivable for investment securities sold |
|
|
|
| 639,241 |
|
Receivable for shares of Common Stock subscribed |
|
|
|
| 33,303 |
|
Unrealized appreciation on forward foreign |
|
|
|
| 15,689 |
|
Prepaid expenses |
|
|
|
| 76,191 |
|
|
|
|
|
| 1,273,244,352 |
|
Liabilities ($): |
|
|
|
| ||
Due to The Dreyfus Corporation and affiliates—Note 3(c) |
|
|
|
| 1,088,380 |
|
Payable for investment securities purchased |
|
|
|
| 2,675,956 |
|
Payable for shares of Common Stock redeemed |
|
|
|
| 1,656,419 |
|
Accrued expenses |
|
|
|
| 126,527 |
|
|
|
|
|
| 5,547,282 |
|
Net Assets ($) |
|
| 1,267,697,070 |
| ||
Composition of Net Assets ($): |
|
|
|
| ||
Paid-in capital |
|
|
|
| 910,740,489 |
|
Accumulated undistributed investment income—net |
|
|
|
| 10,363,185 |
|
Accumulated net realized gain (loss) on investments |
|
|
|
| (759,170) |
|
Accumulated net unrealized appreciation (depreciation) |
|
|
| 347,352,566 |
| |
Net Assets ($) |
|
| 1,267,697,070 |
|
Net Asset Value Per Share | Class A | Class C | Class I | Class Y |
|
Net Assets ($) | 34,843,731 | 13,257,712 | 915,048,807 | 304,546,820 |
|
Shares Outstanding | 1,990,446 | 778,489 | 51,515,124 | 17,166,688 |
|
Net Asset Value Per Share ($) | 17.51 | 17.03 | 17.76 | 17.74 |
|
See notes to financial statements. |
11
STATEMENT OF OPERATIONS
Year Ended November 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income ($): |
|
|
|
| ||
Income: |
|
|
|
| ||
Cash dividends (net of $1,700,163 foreign taxes withheld at source): |
|
|
|
| ||
Unaffiliated issuers |
|
| 22,087,449 |
| ||
Affiliated issuers |
|
| 83,775 |
| ||
Total Income |
|
| 22,171,224 |
| ||
Expenses: |
|
|
|
| ||
Management fee—Note 3(a) |
|
| 10,246,130 |
| ||
Shareholder servicing costs—Note 3(c) |
|
| 290,663 |
| ||
Custodian fees—Note 3(c) |
|
| 194,189 |
| ||
Distribution fees—Note 3(b) |
|
| 111,227 |
| ||
Directors’ fees and expenses—Note 3(d) |
|
| 88,097 |
| ||
Professional fees |
|
| 85,429 |
| ||
Registration fees |
|
| 61,188 |
| ||
Prospectus and shareholders’ reports |
|
| 25,811 |
| ||
Loan commitment fees—Note 2 |
|
| 20,196 |
| ||
Interest expense—Note 2 |
|
| 115 |
| ||
Miscellaneous |
|
| 53,069 |
| ||
Total Expenses |
|
| 11,176,114 |
| ||
Less—reduction in fees due to earnings credits—Note 3(c) |
|
| (258) |
| ||
Net Expenses |
|
| 11,175,856 |
| ||
Investment Income—Net |
|
| 10,995,368 |
| ||
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): |
|
| ||||
Net realized gain (loss) on investments and foreign currency transactions | (1,162,170) |
| ||||
Net realized gain (loss) on forward foreign currency exchange contracts | 403,065 |
| ||||
Net Realized Gain (Loss) |
|
| (759,105) |
| ||
Net unrealized appreciation (depreciation) on investments |
|
| 28,537,320 |
| ||
Net unrealized appreciation (depreciation) on |
|
| 15,814 |
| ||
Net Unrealized Appreciation (Depreciation) |
|
| 28,553,134 |
| ||
Net Realized and Unrealized Gain (Loss) on Investments |
|
| 27,794,029 |
| ||
Net Increase in Net Assets Resulting from Operations |
| 38,789,397 |
| |||
See notes to financial statements. |
12
STATEMENT OF CHANGES IN NET ASSETS
|
|
|
| Year Ended November 30, | |||||
|
|
|
| 2016 |
|
|
| 2015 |
|
Operations ($): |
|
|
|
|
|
|
|
| |
Investment income—net |
|
| 10,995,368 |
|
|
| 18,564,816 |
| |
Net realized gain (loss) on investments |
| (759,105) |
|
|
| 96,374,259 |
| ||
Net unrealized appreciation (depreciation) |
| 28,553,134 |
|
|
| (117,034,732) |
| ||
Net Increase (Decrease) in Net Assets | 38,789,397 |
|
|
| (2,095,657) |
| |||
Dividends to Shareholders from ($): |
|
|
|
|
|
|
|
| |
Investment income—net: |
|
|
|
|
|
|
|
| |
Class A |
|
| (438,302) |
|
|
| (363,489) |
| |
Class C |
|
| (36,094) |
|
|
| - |
| |
Class I |
|
| (10,906,960) |
|
|
| (15,456,826) |
| |
Class Y |
|
| (4,669,733) |
|
|
| (5,037,940) |
| |
Net realized gain on investments: |
|
|
|
|
|
|
|
| |
Class A |
|
| (3,430,412) |
|
|
| (252,406) |
| |
Class C |
|
| (1,311,795) |
|
|
| (99,330) |
| |
Class I |
|
| (65,367,007) |
|
|
| (6,528,723) |
| |
Class Y |
|
| (26,983,433) |
|
|
| (2,107,437) |
| |
Total Dividends |
|
| (113,143,736) |
|
|
| (29,846,151) |
| |
Capital Stock Transactions ($): |
|
|
|
|
|
|
|
| |
Net proceeds from shares sold: |
|
|
|
|
|
|
|
| |
Class A |
|
| 2,864,385 |
|
|
| 3,042,493 |
| |
Class C |
|
| 903,677 |
|
|
| 529,851 |
| |
Class I |
|
| 202,288,744 |
|
|
| 129,886,552 |
| |
Class Y |
|
| 20,153,093 |
|
|
| 23,210,988 |
| |
Dividends reinvested: |
|
|
|
|
|
|
|
| |
Class A |
|
| 3,728,958 |
|
|
| 593,048 |
| |
Class C |
|
| 1,047,099 |
|
|
| 73,742 |
| |
Class I |
|
| 73,816,805 |
|
|
| 21,539,427 |
| |
Class Y |
|
| 16,949,728 |
|
|
| 3,565,667 |
| |
Cost of shares redeemed: |
|
|
|
|
|
|
|
| |
Class A |
|
| (12,712,398) |
|
|
| (14,834,842) |
| |
Class C |
|
| (3,978,852) |
|
|
| (5,220,553) |
| |
Class I |
|
| (121,125,045) |
|
|
| (789,917,460) |
| |
Class Y |
|
| (53,141,419) |
|
|
| (146,142,788) |
| |
Increase (Decrease) in Net Assets | 130,794,775 |
|
|
| (773,673,875) |
| |||
Total Increase (Decrease) in Net Assets | 56,440,436 |
|
|
| (805,615,683) |
| |||
Net Assets ($): |
|
|
|
|
|
|
|
| |
Beginning of Period |
|
| 1,211,256,634 |
|
|
| 2,016,872,317 |
| |
End of Period |
|
| 1,267,697,070 |
|
|
| 1,211,256,634 |
| |
Undistributed investment income—net | 10,363,185 |
|
|
| 15,686,051 |
|
13
STATEMENT OF CHANGES IN NET ASSETS (continued)
|
|
|
| Year Ended November 30, | |||||
|
|
|
| 2016 |
|
|
| 2015 |
|
Capital Share Transactions (Shares): |
|
|
|
|
|
|
|
| |
Class A |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 164,424 |
|
|
| 164,050 |
| |
Shares issued for dividends reinvested |
|
| 216,561 |
|
|
| 32,284 |
| |
Shares redeemed |
|
| (732,178) |
|
|
| (801,721) |
| |
Net Increase (Decrease) in Shares Outstanding | (351,193) |
|
|
| (605,387) |
| |||
Class Ca |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 53,568 |
|
|
| 28,867 |
| |
Shares issued for dividends reinvested |
|
| 62,131 |
|
|
| 4,092 |
| |
Shares redeemed |
|
| (234,083) |
|
|
| (287,961) |
| |
Net Increase (Decrease) in Shares Outstanding | (118,384) |
|
|
| (255,002) |
| |||
Class Ia |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 11,347,506 |
|
|
| 6,814,978 |
| |
Shares issued for dividends reinvested |
|
| 4,238,752 |
|
|
| 1,159,280 |
| |
Shares redeemed |
|
| (6,841,938) |
|
|
| (41,863,430) |
| |
Net Increase (Decrease) in Shares Outstanding | 8,744,320 |
|
|
| (33,889,172) |
| |||
Class Ya |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 1,145,132 |
|
|
| 1,240,691 |
| |
Shares issued for dividends reinvested |
|
| 974,599 |
|
|
| 192,219 |
| |
Shares redeemed |
|
| (3,034,846) |
|
|
| (7,873,294) |
| |
Net Increase (Decrease) in Shares Outstanding | (915,115) |
|
|
| (6,440,384) |
| |||
aDuring the period ended November 30, 2016, 144,378 Class Y shares representing $2,524,208 were exchanged for 144,197 Class I shares and 613 Class C shares representing $10,975 were exchanged for 589 Class I shares. | |||||||||
See notes to financial statements. |
14
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements.
Year Ended November 30, | ||||||
Class A Shares | 2016 | 2015 | 2014 | 2013 | 2012 | |
Per Share Data ($): | ||||||
Net asset value, beginning of period | 18.66 | 18.89 | 18.02 | 15.02 | 13.51 | |
Investment Operations: | ||||||
Investment income—neta | .11 | .13 | .14 | .13 | .11 | |
Net realized and unrealized | .42 | (.14) | .83 | 2.95 | 1.62 | |
Total from Investment Operations | .53 | (.01) | .97 | 3.08 | 1.73 | |
Distributions: | ||||||
Dividends from | (.19) | (.13) | (.10) | (.08) | (.10) | |
Dividends from net realized | (1.49) | (.09) | - | - | (.12) | |
Total Distributions | (1.68) | (.22) | (.10) | (.08) | (.22) | |
Net asset value, end of period | 17.51 | 18.66 | 18.89 | 18.02 | 15.02 | |
Total Return (%)b | 3.19 | (.13) | 5.49 | 20.60 | 13.08 | |
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | 1.22 | 1.23 | 1.23 | 1.24 | 1.28 | |
Ratio of net expenses | 1.22 | 1.23 | 1.23 | 1.24 | 1.28 | |
Ratio of net investment income | .63 | .71 | .76 | .76 | .80 | |
Portfolio Turnover Rate | 11.79 | 10.82 | 7.05 | 6.39 | 6.05 | |
Net Assets, end of period ($ x 1,000) | 34,844 | 43,698 | 55,682 | 89,024 | 61,806 |
a Based on average shares outstanding.
b Exclusive of sales charge.
See notes to financial statements.
15
FINANCIAL HIGHLIGHTS (continued)
Year Ended November 30, | ||||||
Class C Shares | 2016 | 2015 | 2014 | 2013 | 2012 | |
Per Share Data ($): | ||||||
Net asset value, beginning of period | 18.18 | 18.42 | 17.61 | 14.71 | 13.24 | |
Investment Operations: | ||||||
Investment income (loss)—neta | (.02) | (.01) | (.01) | .00b | .01 | |
Net realized and unrealized | .40 | (.14) | .82 | 2.90 | 1.59 | |
Total from Investment Operations | .38 | (.15) | .81 | 2.90 | 1.60 | |
Distributions: | ||||||
Dividends from | (.04) | - | - | - | (.01) | |
Dividends from net realized | (1.49) | (.09) | - | - | (.12) | |
Total Distributions | (1.53) | (.09) | - | - | (.13) | |
Net asset value, end of period | 17.03 | 18.18 | 18.42 | 17.61 | 14.71 | |
Total Return (%)c | 2.36 | (.83) | 4.60 | 19.72 | 12.21 | |
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | 1.99 | 1.99 | 2.00 | 2.01 | 2.05 | |
Ratio of net expenses | 1.99 | 1.99 | 2.00 | 2.01 | 2.05 | |
Ratio of net investment income | (.13) | (.07) | (.05) | .00d | .05 | |
Portfolio Turnover Rate | 11.79 | 10.82 | 7.05 | 6.39 | 6.05 | |
Net Assets, end of period ($ x 1,000) | 13,258 | 16,303 | 21,221 | 23,543 | 15,883 |
a Based on average shares outstanding.
b Amount represents less than $.01 per share.
c Exclusive of sales charge.
d Amount represents less than .01%.
See notes to financial statements.
16
Year Ended November 30, | ||||||
Class I Shares | 2016 | 2015 | 2014 | 2013 | 2012 | |
Per Share Data ($): | ||||||
Net asset value, beginning of period | 18.92 | 19.18 | 18.28 | 15.24 | 13.70 | |
Investment Operations: | ||||||
Investment income—neta | .16 | .20 | .20 | .19 | .16 | |
Net realized and unrealized | .43 | (.16) | .85 | 2.98 | 1.64 | |
Total from Investment Operations | .59 | .04 | 1.05 | 3.17 | 1.80 | |
Distributions: | ||||||
Dividends from | (.26) | (.21) | (.15) | (.13) | (.14) | |
Dividends from net realized | (1.49) | (.09) | - | - | (.12) | |
Total Distributions | (1.75) | (.30) | (.15) | (.13) | (.26) | |
Net asset value, end of period | 17.76 | 18.92 | 19.18 | 18.28 | 15.24 | |
Total Return (%) | 3.50 | .20 | 5.80 | 20.93 | 13.49 | |
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | .91 | .91 | .91 | .91 | .93 | |
Ratio of net expenses | .91 | .91 | .91 | .91 | .93 | |
Ratio of net investment income | .93 | 1.05 | 1.06 | 1.12 | 1.14 | |
Portfolio Turnover Rate | 11.79 | 10.82 | 7.05 | 6.39 | 6.05 | |
Net Assets, end of period ($ x 1,000) | 915,049 | 809,432 | 1,470,169 | 1,567,608 | 668,063 |
a Based on average shares outstanding.
See notes to financial statements.
17
FINANCIAL HIGHLIGHTS (continued)
Year Ended November 30, | ||||||
Class Y Shares | 2016 | 2015 | 2014 | 2013a | ||
Per Share Data ($): | ||||||
Net asset value, beginning of period | 18.90 | 19.16 | 18.27 | 16.40 | ||
Investment Operations: | ||||||
Investment income—netb | .17 | .19 | .14 | .01 | ||
Net realized and unrealized | .42 | (.15) | .90 | 1.86 | ||
Total from Investment Operations | .59 | .04 | 1.04 | 1.87 | ||
Distributions: | ||||||
Dividends from | (.26) | (.21) | (.15) | - | ||
Dividends from net realized | (1.49) | (.09) | - | - | ||
Total Distributions | (1.75) | (.30) | (.15) | - | ||
Net asset value, end of period | 17.74 | 18.90 | 19.16 | 18.27 | ||
Total Return (%) | 3.51 | .21 | 5.75 | 11.40c | ||
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | .89 | .90 | .90 | .90d | ||
Ratio of net expenses | .89 | .90 | .90 | .90d | ||
Ratio of net investment income | .95 | 1.03 | .74 | .83d | ||
Portfolio Turnover Rate | 11.79 | 10.82 | 7.05 | 6.39 | ||
Net Assets, end of period ($ x 1,000) | 304,547 | 341,823 | 469,801 | 23,149 |
a From July 1, 2013 (commencement of initial offering) to November 30, 2013.
b Based on average shares outstanding.
c Not annualized.
d Annualized.
See notes to financial statements.
18
NOTES TO FINANCIAL STATEMENTS
NOTE 1—Significant Accounting Policies:
Global Stock Fund (the “fund”) is a separate diversified series of Strategic Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering ten series, including the fund. The fund’s investment objective is to seek long-term total return. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Walter Scott & Partners Limited (“Walter Scott”), a wholly-owned subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s sub-investment adviser.
MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares. The fund is authorized to issue 500 million shares of $.001 par value Common Stock. The fund currently offers four classes of shares: Class A (100 million shares authorized), Class C (100 million shares authorized), Class I (200 million shares authorized) and Class Y (100 million shares authorized). Class A shares generally are subject to a sales charge imposed at the time of purchase. Class C shares are subject to a contingent deferred sales charge (“CDSC”) imposed on Class C shares redeemed within one year of purchase. Class I and Class Y shares are sold at net asset value per share generally to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.
The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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
19
NOTES TO FINANCIAL STATEMENTS (continued)
GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.
The Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.
(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.
Various inputs are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized in the three broad levels listed below:
Level 1—unadjusted quoted prices in active markets for identical investments.
Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:
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
20
there is no official closing price that day, at the last sales price. For open short positions, asked prices are used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are generally categorized within Level 1 of the fair value hierarchy.
Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.
Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and financial futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.
When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Company’s Board of Directors (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.
For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are generally categorized within Level 3 of the fair value hierarchy.
Investments denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange.
Forward foreign currency exchange contracts (“forward contracts”) are valued at the forward rate and are generally categorized within Level 2 of the fair value hierarchy.
The following is a summary of the inputs used as of November 30, 2016 in valuing the fund’s investments:
21
NOTES TO FINANCIAL STATEMENTS (continued)
Level 1- Unadjusted Quoted Prices | Level 2 - Other Significant Observable Inputs | Level 3- Significant Unobservable Inputs | Total | |
Assets ($) | ||||
Investments in Securities: | ||||
Equity Securities - Domestic Common Stocks† | 648,026,372 | - | - | 648,026,372 |
Equity Securities - Foreign Common Stocks† | 584,826,988 | - | - | 584,826,988 |
Registered Investment Company | 36,003,242 | - | - | 36,003,242 |
Other Financial Instruments: | ||||
Forward Foreign Currency Exchange Contracts†† | - | 15,689 | - | 15,689 |
† See Statement of Investments for additional detailed categorizations.
†† Amount shown represents unrealized appreciation at period end.
At November 30, 2016, there were no transfers between levels of the fair value hierarchy.
(b) Foreign currency transactions: The fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized on securities transactions between trade and settlement date, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments resulting from changes in exchange rates. Foreign currency gains and losses on foreign currency transactions are also included with net realized and unrealized gain or loss on investments.
(c) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.
(d) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” under the Act. Investments
22
in affiliated investment companies during the period ended November 30, 2016 were as follows:
Affiliated Investment Company | Value | Purchases ($) | Sales ($) | Value | Net |
Dreyfus Institutional Preferred Government Plus Money Market Fund† | 34,331,934 | 254,977,721 | 253,306,413 | 36,003,242 | 2.8 |
† Formerly Dreyfus Institutional Preferred Plus Money Market Fund.
(e) Risk: Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls and delayed settlements, and their prices may be more volatile than those of comparable securities in the U.S.
(f) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.
(g) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.
As of and during the period ended November 30, 2016, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended November 30, 2016, the fund did not incur any interest or penalties.
Each tax year in the four-year period ended November 30, 2016 remains subject to examination by the Internal Revenue Service and state taxing authorities.
23
NOTES TO FINANCIAL STATEMENTS (continued)
At November 30, 2016, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $10,373,665, undistributed capital gains $4,391,431 and unrealized appreciation $347,293,875. In addition, the fund had $5,102,390 of capital losses realized after October 31, 2016, which were deferred for tax purposes to the first day of the following fiscal year.
The tax character of distributions paid to shareholders during the fiscal periods ended November 30, 2016 and November 30, 2015 were as follows: ordinary income $23,707,021 and $24,906,950, and long-term capital gains $89,436,715 and $4,939,201, respectively.
During the period ended November 30, 2016, as a result of permanent book to tax differences, primarily due to the tax treatment for foreign currency gains and losses and dividend reclassification, the fund decreased accumulated undistributed investment income-net by $267,145 and increased accumulated net realized gain (loss) on investments by the same amount. Net assets and net asset value per share were not affected by this reclassification.
NOTE 2—Bank Lines of Credit:
The fund participates with other Dreyfus-managed funds in a $810 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 5, 2016, the unsecured credit facility with Citibank, N.A. was $555 million and prior to January 11, 2016, the unsecured credit facility with Citibank, N.A. was $480 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended November 30, 2016, the fund did not borrow under the Facilities.
NOTE 3—Management Fee, Sub-Investment Advisory Fee and Other Transactions with Affiliates:
(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of .85% of the value of the fund’s average daily net assets and is payable monthly.
Pursuant to a sub-investment advisory agreement between Dreyfus and Walter Scott, Dreyfus pays Walter Scott a monthly fee at an annual percentage of the value of the fund’s average daily net assets.
24
During the period ended November 30, 2016, the Distributor retained $487 from commissions earned on sales of the fund’s Class A shares and $83 from CDSCs on redemptions of the fund’s Class C shares.
(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. During the period ended November 30, 2016, Class C shares were charged $111,227 pursuant to the Distribution Plan.
(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended November 30, 2016, Class A and Class C shares were charged $97,264 and $37,076, respectively, pursuant to the Shareholder Services Plan.
The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.
The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2016, the fund was charged $9,982 for transfer agency services and $577 for cash management services. These fees are included in Shareholder servicing costs in the Statement of Operations. Cash management fees were partially offset by earnings credits of $258.
The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2016, the fund was charged $194,189 pursuant to the custody agreement.
25
NOTES TO FINANCIAL STATEMENTS (continued)
During the period ended November 30, 2016, the fund was charged $9,629 for services performed by the Chief Compliance Officer and his staff.
The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $885,077, Distribution Plan fees $8,220, Shareholder Services Plan fees $10,112, custodian fees $176,465, Chief Compliance Officer fees $6,501 and transfer agency fees $2,005.
(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.
NOTE 4—Securities Transactions:
The aggregate amount of purchases and sales of investment securities, excluding short-term securities and forward contracts, during the period ended November 30, 2016, amounted to $169,872,430 and $139,534,419, respectively.
Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. The fund enters into International Swaps and Derivatives Association, Inc. Master Agreements or similar agreements (collectively, “Master Agreements”) with its over-the-counter (“OTC”) derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under a Master Agreement, the fund may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment in the event of default or termination.
Each type of derivative instrument that was held by the fund during the period ended November 30, 2016 is discussed below.
Forward Foreign Currency Exchange Contracts: The fund enters into forward contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to settle foreign currency transactions or as a part of its investment strategy. When executing forward contracts, the fund is obligated to buy or sell a foreign currency at a specified rate on a certain date in the future. With respect to sales of forward contracts, the fund incurs a loss if the value of the contract increases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract decreases between those dates. With respect to purchases of forward contracts, the fund incurs a loss if the value of the contract
26
decreases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract increases between those dates. Any realized or unrealized gains or losses which occurred during the period are reflected in the Statement of Operations. The fund is exposed to foreign currency risk as a result of changes in value of underlying financial instruments. The fund is also exposed to credit risk associated with counterparty nonperformance on these forward contracts, which is generally limited to the unrealized gain on each open contract. This risk may be mitigated by Master Agreements, if any, between the fund and the counterparty and the posting of collateral, if any, by the counterparty to the fund to cover the fund’s exposure to the counterparty. The following summarizes open forward contracts at November 30, 2016:
Forward Foreign Currency Exchange Contracts | Foreign Currency | Cost/ | Value ($) | Unrealized Appreciation ($) |
Purchases: | ||||
National Australia Bank | ||||
British Pound, | ||||
Expiring | ||||
12/1/2016 | 786,511 | 978,877 | 984,086 | 5,209 |
Sales: | ||||
National Australia Bank | ||||
Japanese Yen, | ||||
Expiring | ||||
12/1/2016 | 73,132,448 | 649,722 | 639,242 | 10,480 |
Gross Unrealized Appreciation | 15,689 |
The provisions of ASC Topic 210 “Disclosures about Offsetting Assets and Liabilities” require disclosure on the offsetting of financial assets and liabilities. These disclosures are required for certain investments, including derivative financial instruments subject to Master Agreements which are eligible for offsetting in the Statement of Assets and Liabilities and require the fund to disclose both gross and net information with respect to such investments. For financial reporting purposes, the fund does not offset derivative assets and derivative liabilities that are subject to Master Agreements in the Statement of Assets and Liabilities.
27
NOTES TO FINANCIAL STATEMENTS (continued)
At November 30, 2016, derivative assets and liabilities (by type) on a gross basis are as follows:
Derivative Financial Instruments: |
| Assets ($) |
| Liabilities ($) |
|
Forward contracts | 15,689 | - | |||
Total gross amount of derivative | |||||
assets and liabilities in the | |||||
Statement of Assets and Liabilities | 15,689 | - | |||
Derivatives not subject to | |||||
Master Agreements | - | - | |||
Total gross amount of assets | |||||
and liabilities subject to | |||||
Master Agreements | 15,689 | - |
The following table presents derivative assets net of amounts available for offsetting under Master Agreements and net of related collateral received or pledged, if any, as of November 30, 2016:
Financial | ||||||
Instruments | ||||||
and Derivatives | ||||||
Gross Amount of | Available | Collateral | Net Amount of | |||
Counterparty | Assets ($) | 1 | for Offset ($) | Received ($) |
| Assets ($) |
National | 15,689 | - | - | 15,689 | ||
1 Absent a default event or early termination, OTC derivative assets and liabilities are presented at gross amounts |
The following summarizes the average market value of derivatives outstanding during the period ended November 30, 2016:
|
| Average Market Value ($) |
Forward contracts | 1,339,241 | |
At November 30, 2016, the cost of investments for federal income tax purposes was $921,434,625; accordingly, accumulated net unrealized appreciation on investments was $347,421,977, consisting of $372,843,135 gross unrealized appreciation and $25,421,158 gross unrealized depreciation.
28
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Global Stock Fund
We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Global Stock Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2016, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2016 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Global Stock Fund at November 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the indicated periods, in conformity with U.S. generally accepted accounting principles.
New York, New York
January 26, 2017
29
IMPORTANT TAX INFORMATION (Unaudited)
In accordance with federal tax law, the fund elects to provide each shareholder with their portion of the fund’s foreign taxes paid and the income sourced from foreign countries. Accordingly, the fund hereby reports the following information regarding its fiscal year ended November 30, 2016:
- the total amount of taxes paid to foreign countries was $1,700,163.
- the total amount of income sourced from foreign countries was $15,399,956.
Where required by federal tax law rules, shareholders will receive notification of their proportionate share of foreign taxes paid and foreign sourced income for the 2016 calendar year with Form 1099-DIV which will be mailed in early 2017. For the fiscal year ended November 30, 2016, 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, $23,707,021 represents the maximum amount that may be considered qualified dividend income. Also, the fund hereby reports $.1167 per share as a short-term capital gain distribution and $.7554 per share as a long-term capital gain distribution paid on December 31, 2015 and also reports $.0037 per share as a short-term capital gain distribution and $.6126 per share as a long-term capital gain distribution paid on March 31, 2016.
30
INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)
At a meeting of the fund’s Board of Directors held on November 7-8, 2016, the Board considered the renewal of the fund’s Management Agreement, pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”), and the Sub-Investment Advisory Agreement (together, the “Agreements”), pursuant to which Walter Scott & Partners Limited (the “Subadviser”) provides day-to-day management of the fund’s investments. The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Subadviser. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.
Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information provided to them at the meeting and in previous presentations from Dreyfus representatives regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or Dreyfus) and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.
The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures, as well as Dreyfus’ supervisory activities over the Subadviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.
Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended September 30, 2016, and (2) the fund’s actual and contractual management fees and total expenses with those of a group
31
INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)
of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. The Board discussed the results of the comparisons and noted that the fund’s total return performance was below the Performance Group and Performance Universe medians for all periods, except for the one-year period when the fund’s performance was above the Performance Group and Performance Universe medians and the two-year period when it was above the Performance Universe median. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index and noted that the fund’s performance was above the benchmark for six of the nine calendar years shown.
The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board noted that the fund’s contractual management fee was above the Expense Group median and the fund’s actual management fee and total expenses (lowest in the Expense Group) were below the Expense Group and Expense Universe medians.
Dreyfus representatives reviewed with the Board the management or investment advisory fees (1) paid by funds advised or administered by Dreyfus that are in the same Broadridge category as the fund and (2) paid to Dreyfus or the Subadviser or its affiliates for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee.
The Board considered the fee to the Subadviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Subadviser and Dreyfus. The Board also noted the Subadviser’s fee is paid by Dreyfus (out of its fee from the fund) and not the fund.
Analysis of Profitability and Economies of Scale. Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage
32
to Dreyfus and its affiliates for managing the funds in the Dreyfus fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus. The Board also had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.
The Board considered on the advice of its counsel the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by Dreyfus and the Subadviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since Dreyfus, and not the fund, pays the Subadviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Subadviser’s profitability to be relevant to its deliberations. Dreyfus representatives noted that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus and the Subadviser from acting as investment adviser and sub-investment adviser, respectively, and noted the soft dollar arrangements in effect for trading the fund’s investments.
At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreements. Based on the discussions and considerations as described above, the Board concluded and determined as follows.
· The Board concluded that the nature, extent and quality of the services provided by Dreyfus and the Subadviser are adequate and appropriate.
· The Board was satisfied with the fund’s improved performance in recent periods.
· The Board concluded that the fees paid to Dreyfus and the Subadviser supported the renewal of the Agreements in light of the considerations described above.
33
INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)
· The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered by Dreyfus in connection with the fee rate charged to the fund pursuant to the Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.
In evaluating the Agreements, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with Dreyfus and its affiliates and the Subadviser, of the fund and the services provided to the fund by Dreyfus and the Subadviser. The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreements, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years. The Board determined to renew the Agreements.
34
BOARD MEMBERS INFORMATION (Unaudited)
INDEPENDENT BOARD MEMBERS
Joseph S. DiMartino (73)
Chairman of the Board (1995)
Principal Occupation During Past 5 Years:
· Corporate Director and Trustee (1995-present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997-present)
No. of Portfolios for which Board Member Serves: 135
———————
Joni Evans (74)
Board Member (2006)
Principal Occupation During Past 5 Years:
· Chief Executive Officer, www.wowOwow.com, an online community dedicated to women’s conversations and publications (2007-present)
· Principal, Joni Evans Ltd. (publishing) (2006-present)
No. of Portfolios for which Board Member Serves: 24
———————
Ehud Houminer (76)
Board Member (1994)
Principal Occupation During Past 5 Years:
· Executive-in-Residence at the Columbia Business School, Columbia
University (1992-present)
Other Public Company Board Memberships During Past 5 Years:
· Avnet, Inc., an electronics distributor, Director (1993-2012)
No. of Portfolios for which Board Member Serves: 59
———————
Hans C. Mautner (79)
Board Member (1984)
Principal Occupation During Past 5 Years:
· Corporate Director and Trustee (1978-present)
No. of Portfolios for which Board Member Serves: 24
———————
35
BOARD MEMBERS INFORMATION (Unaudited) (continued)
INDEPENDENT BOARD MEMBERS (continued)
Robin A. Melvin (53)
Board Member (1995)
Principal Occupation During Past 5 Years:
· Co-chairman, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois; (2014-present; board member since 2013)
· Director, Boisi Family Foundation, a private family foundation that supports
youth-serving organizations that promote the self sufficiency of youth from
disadvantaged circumstances (1995-2012)
No. of Portfolios for which Board Member Serves: 107
———————
Burton N. Wallack (66)
Board Member (2006)
Principal Occupation During Past 5 Years:
· President and Co-owner of Wallack Management Company, a real estate management
company (1987-present)
No. of Portfolios for which Board Member Serves: 24
———————
Benaree Pratt Wiley (70)
Board Member (2016)
Principal Occupation During Past 5 Years:
· Principal, The Wiley Group, a firm specializing in strategy and business development (2005-present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (2008-present)
No. of Portfolios for which Board Member Serves: 86
———————
36
INTERESTED BOARD MEMBER
Gordon J. Davis (75)
Board Member (2006)
Principal Occupation During Past 5 Years:
· Partner in the law firm of Venable LLP (2012-present)
· Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012)
Other Public Company Board Memberships During Past 5 Years:
· Consolidated Edison, Inc., a utility company, Director (1997-2014)
· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)
No. of Portfolios for which Board Member Serves: 58
Gordon J. Davis is deemed to be an “interested person” (as defined under the Act) of the Company as a result of his affiliation with Venable LLP, which provides legal services to the Company.
———————
Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.
William Hodding Carter III, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member
37
OFFICERS OF THE FUND (Unaudited)
BRADLEY J. SKAPYAK, President since January 2010.
Chief Operating Officer and a director of the Manager since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of the Manager and the transfer agent of the funds, since May 2011 and Executive Vice President of the Distributor since June 2007. He is an officer of 64 investment companies (comprised of 135 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since February 1988.
BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.
Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since June 2015; from June 2005 to June 2015, he served in various capacities with Deutsche Bank – Asset & Wealth Management Division, including as Director and Associate General Counsel, and Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since June 2015.
JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.
Associate General Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 53 years old and has been an employee of the Manager since February 1984.
JAMES BITETTO, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon and Secretary of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since December 1996.
JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 61 years old and has been an employee of the Manager since October 1988.
JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since June 2000.
MAUREEN E. KANE, Vice President and Assistant Secretary since April 2015.
Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel, and from May 2009 until July 2014, Chief Compliance Officer of Century Capital Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 54 years old and has been an employee of the Manager since July 2014.
SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.
Senior Counsel of BNY Mellon, since March 2013, from August 2005 to March 2013, Associate General Counsel of Third Avenue Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 41 years old and has been an employee of the Manager since March 2013.
JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.
Senior Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 1990.
JAMES WINDELS, Treasurer since November 2001.
Director – Mutual Fund Accounting of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since April 1985.
RICHARD CASSARO, Assistant Treasurer since January 2008.
Senior Accounting Manager – Money Market, Municipal Bond and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since September 1982.
38
GAVIN C. REILLY, Assistant Treasurer since December 2005.
Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since April 1991.
ROBERT S. ROBOL, Assistant Treasurer since December 2002.
Senior Accounting Manager of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since October 1988.
ROBERT SALVIOLO, Assistant Treasurer since July 2007.
Senior Accounting Manager – Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since June 1989.
ROBERT SVAGNA, Assistant Treasurer since December 2002.
Senior Accounting Manager – Fixed Income and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since November 1990.
JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.
Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (65 investment companies, comprised of 160 portfolios). He is 59 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.
CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016
Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor and from 2007 to December 2011, Financial Processing Manager of the Distributor. She is an officer of 60 investment companies (comprised of 155 portfolios) managed by the Manager. She is 48 years old and has been an employee of the Distributor since 1997.
39
NOTES
40
NOTES
41
Global Stock Fund
200 Park Avenue
New York, NY 10166
Manager
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
Sub-Investment Adviser
Walter Scott & Partners Limited
(Walter Scott)
One Charlotte Square
Edinburgh, Scotland, UK
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Transfer Agent &
Dividend Disbursing Agent
Dreyfus Transfer, Inc.
200 Park Avenue
New York, NY 10166
Distributor
MBSC Securities Corporation
200 Park Avenue
New York, NY 10166
Ticker Symbols: Class A: DGLAX Class C: DGLCX Class I: DGLRX Class Y: DGLYX |
Telephone Call your financial representative or 1-800-DREYFUS
Mail The Dreyfus Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
E-mail Send your request to info@dreyfus.com
Internet Information can be viewed online or downloaded at www.dreyfus.com
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (phone 1-800-SEC-0330 for information).
A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.dreyfus.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.
© 2017 MBSC Securities Corporation |
International Stock Fund
ANNUAL REPORT November 30, 2016 |
Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.dreyfus.com and sign up for Dreyfus eCommunications. It’s simple and only takes a few minutes. |
The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund. |
Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
T H E F U N D
Chief Executive Officer | |
With Those of Other Funds | |
Public Accounting Firm | |
the Fund’s Management and | |
Sub-Investment Advisory Agreements | |
FOR MORE INFORMATION
Back Cover
| The Fund |
A LETTER FROM THE CHIEF EXECUTIVE OFFICER
Dear Shareholder:
We are pleased to present this annual report for International Stock Fund, covering the 12-month period from December 1, 2015 through November 30, 2016. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.
Stocks and bonds advanced over the reporting period despite bouts of market volatility stemming from various global economic developments. In December 2015, investor sentiment deteriorated amid sluggish global economic growth, falling commodity prices and the first increase in short-term U.S. interest rates in nearly a decade. These worries sparked particularly sharp stock market declines in January 2016, but equities began to rally in February when U.S. monetary policymakers refrained from additional rate hikes, other central banks eased their monetary policies further and commodity prices began to rebound. Stocks generally continued to climb through the summer, driving several broad measures of U.S. stock market performance to record highs. Stock prices moderated in advance of U.S. elections, but markets subsequently rallied to new highs in anticipation of changes in U.S. fiscal and tax policies. In the bond market, yields of high-quality sovereign bonds moved lower over much of the reporting period due to robust investor demand for current income, but yields surged higher after the election amid expectations of rising interest rates.
The transition to a new U.S. president and ongoing global economic headwinds suggest that volatility may persist in the financial markets over the foreseeable future. Some asset classes and industry groups seem likely to benefit from a changing economic and political landscape, while others probably will face challenges. Consequently, selectivity could become a more important determinant of investment success. As always, we encourage you to discuss the implications of our observations with your financial advisor.
Thank you for your continued confidence and support.
Sincerely,
Mark D. Santero
Chief Executive Officer
The Dreyfus Corporation
December 15, 2016
2
DISCUSSION OF FUND PERFORMANCE
For the period from December 1, 2015 through November 30, 2016, as provided by Charlie Macquaker, Roy Leckie, Jane Henderson and Rodger Nisbet of Walter Scott & Partners Limited (Walter Scott), Sub-Investment Adviser
Fund and Market Performance Overview
For the 12-month period ended November 30, 2016, International Stock Fund’s Class A shares achieved a total return of 1.62%, Class C shares returned 0.83%, Class I shares returned 1.92% and Class Y shares returned 1.97%.1 In comparison, the fund’s benchmark index, the MSCI EAFE Index, achieved a return of -3.66% for the same period.2
International equities lost a degree of value amid heightened market volatility over the reporting period. The fund’s defensive positioning during periodic market downturns enabled it to produce a positive absolute return and outperform its benchmark.
The Fund’s Investment Approach
The fund seeks long-term real return by investing in stocks. The fund normally invests primarily in foreign companies located in the world’s developed markets outside of the United States. The firm focuses on individual stock selection through extensive fundamental research. The investment process begins with the screening of reported company financials. Companies that meet certain broad absolute and trend criteria are candidates for more detailed financial analysis. The fund’s Investment Team collectively reviews and selects those stocks that meet Walter Scott’s criteria and where the expected growth rate is combined with a reasonable valuation for the underlying equity. Market capitalization and sector allocations are results of, not part of, the investment process because the Investment Team’s sole focus is on the analysis of and investment in individual companies.
Volatility Buffeted Global Equity Markets
International equities drifted lower at the end of 2015 under pressure from weakening commodity prices and disappointment over recent central banking strategies in Europe. International investors also responded nervously to the first short-term interest rate hike in the United States in nearly a decade. Market sentiment turned more sharply negative in January 2016 due to further deterioration in commodity prices, disappointing economic data in China and worries that additional short-term U.S. rate hikes might weigh on global economic activity.
Stocks began a dramatic recovery in mid-February when investors responded positively to encouraging economic data and better-than-expected corporate earnings. The rally continued through the spring amid rebounding commodity prices, a new round of monetary easing in Europe and indications that U.S. monetary policymakers would delay additional rate increases. Markets endured another bout of volatility in June when the United Kingdom voted to leave the European Union, but equities quickly rebounded, and the MSCI EAFE Index more than recouped its previous losses. In October and November, uncertainty surrounding the U.S. elections caused international equity markets to lose ground, and the MSCI EAFE Index ended the reporting period with a moderate loss.
3
DISCUSSION OF FUND PERFORMANCE (continued)
Defensive Positioning Bolstered Relative Results
The fund’s performance compared to its benchmark was enhanced early in the reporting period by its limited exposure to financials, and banks in particular. This stance has been a particular feature of Walter Scott portfolios for many years and helped the fund limit the impact of the market downturn at the time.
The fund’s security selection strategy also proved helpful. Three of the fund’s top five individual performers came from Japan. Real estate company Daito Trust Construction reported better-than-expected financial results, while mining equipment maker Komatsu and chemicals producer Shin-Etsu Chemical benefited from the recovery in commodity prices. Among information technology companies, Taiwan Semiconductor Manufacturing gained value amid robust demand for microchips. In the consumer discretionary sector, German athletic apparel company adidas continued its turnaround, reporting strong results, most notably in the U.S.
Although the fund’s defensive positioning enabled it to outperform the benchmark for the reporting period overall, its investment posture proved less effective during the market rallies over the spring and summer. In addition, several of the fund’s investments in the health care sector — including Danish specialty drug developer Novo Nordisk — lagged market averages due to industrywide pricing and competitive pressures. In the consumer discretionary sector, Swedish clothing retailer Hennes & Mauritz saw continued pressure on margins due to recent investments and weather-related issues, Japan-based e-commerce company Rakuten was hurt by weak results while UK lodging and restaurant operator Whitbread was negatively impacted by the result of the UK’s EU referendum.
Focusing on Secular Growth Opportunities
We currently expect the global economy to post slow-to-moderate growth over the foreseeable future, but we remain concerned about uncertainties surrounding future U.S. fiscal and trade policies and generally high equity market valuations. Therefore, we have maintained the fund’s longstanding conservative approach, including a focus on individual companies that we believe can grow independent of prevailing economic and geopolitical trends. We have identified an ample number of such opportunities in the consumer discretionary, information technology and energy sectors, but relatively few in the financials sector.
December 15, 2016
Equities are subject generally to market, market sector, market liquidity, issuer, and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.
Investing internationally involves special risks, including changes in currency exchange rates, political, economic and social instability, a lack of comprehensive company information, differing auditing and legal standards and less market liquidity.
1 Total return includes reinvestment of dividends and any capital gains paid, and does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Had these charges been reflected, returns would have been lower. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.
2 Source: Lipper Inc. — Reflects reinvestment of net dividends and, where applicable, capital gain distributions. The MSCI EAFE Index is an unmanaged index composed of a sample of companies representative of the market structure of European and Pacific Basin countries. Returns are calculated on a month-end basis. Investors cannot invest directly in any index.
4
FUND PERFORMANCE
Comparison of change in value of $10,000 investment in International Stock Fund Class A shares, Class C shares, Class I shares and Class Y shares and the MSCI EAFE Index
† Source: Lipper Inc.
†† The total return figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in each of the Class A, Class C, Class I and Class Y shares of International Stock Fund on 12/29/06 (inception date) to a $10,000 investment made in the MSCI EAFE Index (the “Index) on that date. All dividends and capital gain distributions are reinvested.
The fund’s performance shown in the line graph above takes into account the maximum initial sales charge on Class A shares and all other applicable fees and expenses on all classes. The Index is an unmanaged index composed of a sample of companies representative of the market structure of European and Pacific Basin countries. 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.
5
FUND PERFORMANCE (continued)
Average Annual Total Returns as of 11/30/16 | ||||
Inception | From | |||
| Date | 1 Year | 5 Years | Inception |
Class A shares | ||||
with maximum sales charge (5.75%) | 12/29/06 | -4.19% | 3.13% | 1.95% |
without sales charge | 12/29/06 | 1.62% | 4.36% | 2.56% |
Class C shares | ||||
with applicable redemption charge† | 12/29/06 | -0.17% | 3.58% | 1.79% |
without redemption | 12/29/06 | 0.83% | 3.58% | 1.79% |
Class I shares | 12/29/06 | 1.92% | 4.72% | 2.93% |
Class Y shares | 7/1/13 | 1.97% | 4.58%†† | 2.67%†† |
MSCI EAFE Index | 12/31/06 | -3.66% | 5.62% | 0.41%††† |
Past performance is not predictive of future performance. The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.
† The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.
†† The total return performance figures presented for Class Y shares of the fund reflect the performance of the fund’s Class A shares for the period prior to 7/1/13 (the inception date for Class Y shares), not reflecting the applicable sales charges for Class A shares.
††† For comparative purposes, the value of the Index as of 12/31/06 is used as the beginning value on 12/29/06.
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 International Stock Fund from June 1, 2016 to November 30, 2016. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.
Expenses and Value of a $1,000 Investment | ||||||||||
assuming actual returns for the six months ended November 30, 2016 | ||||||||||
Class A | Class C | Class I | Class Y | |||||||
Expenses paid per $1,000† |
| $6.31 |
| $10.19 |
| $4.66 |
| $4.51 | ||
Ending value (after expenses) |
| $1,002.00 |
| $998.60 |
| $1,003.40 |
| $1,004.10 |
COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)
Using the SEC’s method to compare expenses
The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.
Expenses and Value of a $1,000 Investment | ||||||||
assuming a hypothetical 5% annualized return for the six months ended November 30, 2016 | ||||||||
Class A | Class C | Class I | Class Y | |||||
Expenses paid per $1,000† |
| $6.36 |
| $10.28 |
| $4.70 |
| $4.55 |
Ending value (after expenses) |
| $1,018.70 |
| $1,014.80 |
| $1,020.35 |
| $1,020.50 |
† Expenses are equal to the fund’s annualized expense ratio of 1.26% for Class A, 2.04% for Class C, .93% for Class I and .90% for Class Y, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).
7
STATEMENT OF INVESTMENTS
November 30, 2016
Common Stocks - 96.8% | Shares | Value ($) | |||
Australia - 3.2% | |||||
Cochlear | 356,600 | 31,257,371 | |||
CSL | 999,000 | 72,295,616 | |||
103,552,987 | |||||
Canada - 2.4% | |||||
Suncor Energy | 2,388,500 | 76,066,426 | |||
China - 2.1% | |||||
CNOOC | 53,621,000 | 67,609,538 | |||
Denmark - 3.0% | |||||
Coloplast, Cl. B | 465,832 | 29,587,483 | |||
Novo Nordisk, Cl. B | 1,167,300 | 39,573,155 | |||
Novozymes, Cl. B | 780,400 | 26,434,454 | |||
95,595,092 | |||||
Finland - 2.1% | |||||
Kone, Cl. B | 1,552,000 | 68,361,493 | |||
France - 12.6% | |||||
Air Liquide | 735,637 | 74,910,181 | |||
Danone | 989,232 | 62,235,235 | |||
Essilor International | 513,205 | 54,446,409 | |||
L'Oreal | 391,900 | 66,892,939 | |||
LVMH Moet Hennessy Louis Vuitton | 412,759 | 75,112,312 | |||
Total | 1,500,215 | 71,478,559 | |||
405,075,635 | |||||
Germany - 4.5% | |||||
adidas | 471,500 | 69,460,960 | |||
SAP | 902,200 | 75,424,773 | |||
144,885,733 | |||||
Hong Kong - 10.0% | |||||
AIA Group | 12,082,000 | 73,677,380 | |||
China Mobile | 5,939,000 | 64,814,846 | |||
CLP Holdings | 6,249,000 | 61,108,316 | |||
Hang Lung Properties | 25,615,000 | 57,725,804 | |||
Hong Kong & China Gas | 35,419,274 | 65,938,802 | |||
323,265,148 | |||||
Japan - 24.4% | |||||
Daito Trust Construction | 554,500 | 86,152,157 | |||
Denso | 1,474,600 | 64,188,698 | |||
FANUC | 409,400 | 69,083,231 |
8
Common Stocks - 96.8% (continued) | Shares | Value ($) | |||
Japan - 24.4% (continued) | |||||
INPEX | 5,109,600 | 48,458,686 | |||
Keyence | 140,020 | 95,745,506 | |||
Komatsu | 1,159,400 | 26,688,343 | |||
Murata Manufacturing | 266,100 | 35,877,737 | |||
Rakuten | 5,147,100 | 50,748,908 | |||
Shimano | 433,500 | 71,198,505 | |||
Shin-Etsu Chemical | 1,192,400 | 88,175,377 | |||
SMC | 264,200 | 75,099,725 | |||
Tokio Marine Holdings | 1,759,700 | 75,353,090 | |||
786,769,963 | |||||
Spain - 2.5% | |||||
Industria de Diseno Textil | 2,385,000 | 81,582,859 | |||
Sweden - 1.6% | |||||
Hennes & Mauritz, Cl. B | 1,718,000 | 49,903,739 | |||
Switzerland - 11.8% | |||||
Givaudan | 37,900 | 67,546,769 | |||
Kuehne + Nagel International | 352,000 | 45,977,771 | |||
Nestle | 879,000 | 59,136,028 | |||
Novartis | 890,400 | 61,523,163 | |||
Roche Holding | 268,000 | 59,757,647 | |||
SGS | 26,500 | 53,250,221 | |||
Swatch Group-BR | 5,679 | 1,669,571 | |||
Syngenta | 78,659 | 30,088,015 | |||
378,949,185 | |||||
Taiwan - 2.7% | |||||
Taiwan Semiconductor Manufacturing, ADR | 2,982,300 | 88,544,487 | |||
United Kingdom - 13.9% | |||||
Burberry Group | 3,355,800 | 60,000,728 | |||
Compass Group | 4,067,800 | 69,779,085 | |||
Diageo | 2,429,000 | 60,935,463 | |||
Experian | 3,928,700 | 74,225,655 | |||
Intertek Group | 678,100 | 27,905,245 | |||
Reckitt Benckiser Group | 895,900 | 75,810,113 | |||
Smith & Nephew | 2,099,513 | 29,605,385 | |||
Whitbread | 1,153,800 | 50,007,672 | |||
448,269,346 | |||||
Total Common Stocks (cost $2,751,177,550) | 3,118,431,631 |
9
STATEMENT OF INVESTMENTS (continued)
Other Investment - 3.0% | Shares | Value ($) | |||
Registered Investment Company; | |||||
Dreyfus Institutional Preferred Government Plus Money Market Fund | 96,392,295 | a | 96,392,295 | ||
Total Investments (cost $2,847,569,845) | 99.8% | 3,214,823,926 | |||
Cash and Receivables (Net) | .2% | 5,605,605 | |||
Net Assets | 100.0% | 3,220,429,531 |
ADR—American Depository Receipt
BR—Bearer Certificate
a Investment in affiliated money market mutual fund.
Portfolio Summary (Unaudited) † | Value (%) |
Consumer Discretionary | 20.0 |
Industrials | 13.7 |
Health Care | 11.7 |
Consumer Staples | 10.1 |
Information Technology | 9.2 |
Materials | 8.9 |
Energy | 8.2 |
Financials | 4.6 |
Real Estate | 4.5 |
Utilities | 3.9 |
Money Market Investment | 3.0 |
Telecommunication Services | 2.0 |
99.8 |
† Based on net assets.
See notes to financial statements.
10
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2016
|
|
|
|
|
|
|
|
|
| Cost |
| Value |
|
Assets ($): |
|
|
|
| ||
Investments in securities—See Statement of Investments: |
|
|
|
| ||
Unaffiliated issuers |
| 2,751,177,550 |
| 3,118,431,631 |
| |
Affiliated issuers |
| 96,392,295 |
| 96,392,295 |
| |
Cash |
|
|
|
| 2,026,136 |
|
Cash denominated in foreign currency |
|
| 1,596,531 |
| 1,589,413 |
|
Dividends receivable |
|
|
|
| 9,127,188 |
|
Receivable for shares of Common Stock subscribed |
|
|
|
| 2,891,376 |
|
Receivable for investment securities sold |
|
|
|
| 1,734,762 |
|
Unrealized appreciation on forward foreign |
|
|
|
| 28,441 |
|
Prepaid expenses |
|
|
|
| 88,549 |
|
|
|
|
|
| 3,232,309,791 |
|
Liabilities ($): |
|
|
|
| ||
Due to The Dreyfus Corporation and affiliates—Note 3(c) |
|
|
|
| 3,007,526 |
|
Payable for investment securities purchased |
|
|
|
| 6,735,477 |
|
Payable for shares of Common Stock redeemed |
|
|
|
| 1,937,413 |
|
Unrealized depreciation on forward foreign |
|
|
|
| 20,873 |
|
Accrued expenses |
|
|
|
| 178,971 |
|
|
|
|
|
| 11,880,260 |
|
Net Assets ($) |
|
| 3,220,429,531 |
| ||
Composition of Net Assets ($): |
|
|
|
| ||
Paid-in capital |
|
|
|
| 2,907,201,062 |
|
Accumulated undistributed investment income—net |
|
|
|
| 38,623,405 |
|
Accumulated net realized gain (loss) on investments |
|
|
|
| (91,891,278) |
|
Accumulated net unrealized appreciation (depreciation) |
|
|
| 366,496,342 |
| |
Net Assets ($) |
|
| 3,220,429,531 |
|
Net Asset Value Per Share | Class A | Class C | Class I | Class Y |
|
Net Assets ($) | 59,018,945 | 13,464,531 | 1,520,360,454 | 1,627,585,601 |
|
Shares Outstanding | 3,995,068 | 929,343 | 102,141,490 | 110,550,722 |
|
Net Asset Value Per Share ($) | 14.77 | 14.49 | 14.88 | 14.72 |
|
See notes to financial statements. |
11
STATEMENT OF OPERATIONS
Year Ended November 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income ($): |
|
|
|
| ||
Income: |
|
|
|
| ||
Cash dividends (net of $7,935,288 foreign taxes withheld at source): |
|
|
|
| ||
Unaffiliated issuers |
|
| 70,723,350 |
| ||
Affiliated issuers |
|
| 234,066 |
| ||
Interest |
|
| 1,603 |
| ||
Total Income |
|
| 70,959,019 |
| ||
Expenses: |
|
|
|
| ||
Management fee—Note 3(a) |
|
| 27,922,264 |
| ||
Custodian fees—Note 3(c) |
|
| 974,443 |
| ||
Shareholder servicing costs—Note 3(c) |
|
| 796,210 |
| ||
Directors’ fees and expenses—Note 3(d) |
|
| 230,469 |
| ||
Prospectus and shareholders’ reports |
|
| 185,635 |
| ||
Registration fees |
|
| 158,744 |
| ||
Distribution fees—Note 3(b) |
|
| 113,552 |
| ||
Professional fees |
|
| 111,878 |
| ||
Loan commitment fees—Note 2 |
|
| 54,841 |
| ||
Miscellaneous |
|
| 137,819 |
| ||
Total Expenses |
|
| 30,685,855 |
| ||
Less—reduction in fees due to earnings credits—Note 3(c) |
|
| (443) |
| ||
Net Expenses |
|
| 30,685,412 |
| ||
Investment Income—Net |
|
| 40,273,607 |
| ||
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): |
|
| ||||
Net realized gain (loss) on investments and foreign currency transactions | 1,579,192 |
| ||||
Net realized gain (loss) on forward foreign currency exchange contracts | 1,256,334 |
| ||||
Net Realized Gain (Loss) |
|
| 2,835,526 |
| ||
Net unrealized appreciation (depreciation) on investments |
|
| 26,072,518 |
| ||
Net unrealized appreciation (depreciation) on |
|
| 7,849 |
| ||
Net Unrealized Appreciation (Depreciation) |
|
| 26,080,367 |
| ||
Net Realized and Unrealized Gain (Loss) on Investments |
|
| 28,915,893 |
| ||
Net Increase in Net Assets Resulting from Operations |
| 69,189,500 |
| |||
See notes to financial statements. |
12
STATEMENT OF CHANGES IN NET ASSETS
|
|
|
| Year Ended November 30, | |||||
|
|
|
| 2016 |
|
|
| 2015 |
|
Operations ($): |
|
|
|
|
|
|
|
| |
Investment income—net |
|
| 40,273,607 |
|
|
| 45,541,525 |
| |
Net realized gain (loss) on investments |
| 2,835,526 |
|
|
| (10,063,119) |
| ||
Net unrealized appreciation (depreciation) |
| 26,080,367 |
|
|
| (102,763,513) |
| ||
Net Increase (Decrease) in Net Assets | 69,189,500 |
|
|
| (67,285,107) |
| |||
Dividends to Shareholders from ($): |
|
|
|
|
|
|
|
| |
Investment income—net: |
|
|
|
|
|
|
|
| |
Class A |
|
| (699,673) |
|
|
| (1,342,362) |
| |
Class C |
|
| - |
|
|
| (48,785) |
| |
Class I |
|
| (19,615,394) |
|
|
| (31,334,683) |
| |
Class Y |
|
| (21,187,977) |
|
|
| (16,487,075) |
| |
Total Dividends |
|
| (41,503,044) |
|
|
| (49,212,905) |
| |
Capital Stock Transactions ($): |
|
|
|
|
|
|
|
| |
Net proceeds from shares sold: |
|
|
|
|
|
|
|
| |
Class A |
|
| 6,657,480 |
|
|
| 11,834,019 |
| |
Class C |
|
| 517,554 |
|
|
| 521,771 |
| |
Class I |
|
| 182,798,227 |
|
|
| 290,412,640 |
| |
Class Y |
|
| 339,669,932 |
|
|
| 827,013,807 |
| |
Dividends reinvested: |
|
|
|
|
|
|
|
| |
Class A |
|
| 668,483 |
|
|
| 1,292,513 |
| |
Class C |
|
| - |
|
|
| 34,177 |
| |
Class I |
|
| 18,219,300 |
|
|
| 29,033,887 |
| |
Class Y |
|
| 12,543,986 |
|
|
| 5,616,660 |
| |
Cost of shares redeemed: |
|
|
|
|
|
|
|
| |
Class A |
|
| (34,242,607) |
|
|
| (66,804,240) |
| |
Class C |
|
| (4,113,606) |
|
|
| (7,776,562) |
| |
Class I |
|
| (251,919,455) |
|
|
| (821,883,274) |
| |
Class Y |
|
| (366,336,080) |
|
|
| (269,514,620) |
| |
Increase (Decrease) in Net Assets | (95,536,786) |
|
|
| (219,222) |
| |||
Total Increase (Decrease) in Net Assets | (67,850,330) |
|
|
| (116,717,234) |
| |||
Net Assets ($): |
|
|
|
|
|
|
|
| |
Beginning of Period |
|
| 3,288,279,861 |
|
|
| 3,404,997,095 |
| |
End of Period |
|
| 3,220,429,531 |
|
|
| 3,288,279,861 |
| |
Undistributed investment income—net | 38,623,405 |
|
|
| 41,050,051 |
|
13
STATEMENT OF CHANGES IN NET ASSETS (continued)
|
|
|
| Year Ended November 30, | |||||
|
|
|
| 2016 |
|
|
| 2015 |
|
Capital Share Transactions (Shares): |
|
|
|
|
|
|
|
| |
Class A |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 456,769 |
|
|
| 793,174 |
| |
Shares issued for dividends reinvested |
|
| 46,649 |
|
|
| 88,589 |
| |
Shares redeemed |
|
| (2,347,285) |
|
|
| (4,433,469) |
| |
Net Increase (Decrease) in Shares Outstanding | (1,843,867) |
|
|
| (3,551,706) |
| |||
Class C |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 35,046 |
|
|
| 34,780 |
| |
Shares issued for dividends reinvested |
|
| - |
|
|
| 2,375 |
| |
Shares redeemed |
|
| (285,560) |
|
|
| (528,688) |
| |
Net Increase (Decrease) in Shares Outstanding | (250,514) |
|
|
| (491,533) |
| |||
Class Ia |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 12,405,061 |
|
|
| 19,238,867 |
| |
Shares issued for dividends reinvested |
|
| 1,266,109 |
|
|
| 1,979,134 |
| |
Shares redeemed |
|
| (17,013,739) |
|
|
| (54,999,916) |
| |
Net Increase (Decrease) in Shares Outstanding | (3,342,569) |
|
|
| (33,781,915) |
| |||
Class Ya |
|
|
|
|
|
|
|
| |
Shares sold |
|
| 23,628,278 |
|
|
| 55,842,301 |
| |
Shares issued for dividends reinvested |
|
| 881,517 |
|
|
| 387,089 |
| |
Shares redeemed |
|
| (25,070,242) |
|
|
| (18,091,265) |
| |
Net Increase (Decrease) in Shares Outstanding | (560,447) |
|
|
| 38,138,125 |
| |||
aDuring the period ended November 30, 2016, 81,448 Class Y shares representing $1,046,054 were exchanged for 80,219 Class I shares. | |||||||||
See notes to financial statements. |
14
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements.
Year Ended November 30, | ||||||
Class A Shares | 2016 | 2015 | 2014 | 2013 | 2012 | |
Per Share Data ($): | ||||||
Net asset value, beginning of period | 14.66 | 15.15 | 15.57 | 14.13 | 12.58 | |
Investment Operations: | ||||||
Investment income—neta | .13 | .16 | .19 | .17 | .21 | |
Net realized and unrealized | .10 | (.50) | (.43) | 1.46 | 1.46 | |
Total from Investment Operations | .23 | (.34) | (.24) | 1.63 | 1.67 | |
Distributions: | ||||||
Dividends from | (.12) | (.15) | (.18) | (.19) | (.12) | |
Net asset value, end of period | 14.77 | 14.66 | 15.15 | 15.57 | 14.13 | |
Total Return (%)b | 1.62 | (2.27) | (1.57) | 11.65 | 13.40 | |
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | 1.27 | 1.26 | 1.29 | 1.30 | 1.31 | |
Ratio of net expenses | 1.27 | 1.26 | 1.29 | 1.30 | 1.31 | |
Ratio of net | .89 | 1.08 | 1.26 | 1.14 | 1.62 | |
Portfolio Turnover Rate | 10.65 | 16.52 | 12.49 | 2.58 | 5.47 | |
Net Assets, end of period ($ x 1,000) | 59,019 | 85,618 | 142,259 | 284,575 | 174,825 |
a Based on average shares outstanding.
b Exclusive of sales charge.
See notes to financial statements.
15
FINANCIAL HIGHLIGHTS (continued)
Year Ended November 30, | ||||||
Class C Shares | 2016 | 2015 | 2014 | 2013 | 2012 | |
Per Share Data ($): | ||||||
Net asset value, beginning of period | 14.37 | 14.84 | 15.26 | 13.86 | 12.33 | |
Investment Operations: | ||||||
Investment income—neta | .02 | .04 | .07 | .06 | .12 | |
Net realized and unrealized | .10 | (.48) | (.42) | 1.43 | 1.43 | |
Total from Investment Operations | .12 | (.44) | (.35) | 1.49 | 1.55 | |
Distributions: | ||||||
Dividends from | - | (.03) | (.07) | (.09) | (.02) | |
Net asset value, end of period | 14.49 | 14.37 | 14.84 | 15.26 | 13.86 | |
Total Return (%)b | .83 | (2.97) | (2.28) | 10.78 | 12.58 | |
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | 2.04 | 2.03 | 2.03 | 2.04 | 2.06 | |
Ratio of net expenses | 2.04 | 2.03 | 2.03 | 2.04 | 2.06 | |
Ratio of net | .12 | .30 | .50 | .42 | .90 | |
Portfolio Turnover Rate | 10.65 | 16.52 | 12.49 | 2.58 | 5.47 | |
Net Assets, end of period ($ x 1,000) | 13,465 | 16,952 | 24,805 | 35,905 | 23,962 |
a Based on average shares outstanding.
b Exclusive of sales charge.
See notes to financial statements.
16
Year Ended November 30, | ||||||
Class I Shares | 2016 | 2015 | 2014 | 2013 | 2012 | |
Per Share Data ($): | ||||||
Net asset value, beginning of period | 14.79 | 15.31 | 15.73 | 14.26 | 12.70 | |
Investment Operations: | ||||||
Investment income—neta | .18 | .20 | .26 | .23 | .26 | |
Net realized and unrealized | .10 | (.49) | (.45) | 1.48 | 1.46 | |
Total from Investment Operations | .28 | (.29) | (.19) | 1.71 | 1.72 | |
Distributions: | ||||||
Dividends from | (.19) | (.23) | (.23) | (.24) | (.16) | |
Net asset value, end of period | 14.88 | 14.79 | 15.31 | 15.73 | 14.26 | |
Total Return (%) | 1.92 | (1.90) | (1.24) | 12.13 | 13.74 | |
Ratios/Supplemental Data (%): | ||||||
Ratio of total expenses | .94 | .94 | .93 | .92 | .93 | |
Ratio of net expenses | .94 | .94 | .93 | .92 | .93 | |
Ratio of net | 1.21 | 1.33 | 1.70 | 1.54 | 1.96 | |
Portfolio Turnover Rate | 10.65 | 16.52 | 12.49 | 2.58 | 5.47 | |
Net Assets, end of period ($ x 1,000) | 1,520,360 | 1,560,084 | 2,132,444 | 2,930,169 | 1,935,074 |
a Based on average shares outstanding.
See notes to financial statements.
17
FINANCIAL HIGHLIGHTS (continued)
Year Ended November 30, | |||||
Class Y Shares | 2016 | 2015 | 2014 | 2013a | |
Per Share Data ($): | |||||
Net asset value, beginning of period | 14.63 | 15.15 | 15.72 | 14.49 | |
Investment Operations: | |||||
Investment income—netb | .19 | .22 | .14 | .06 | |
Net realized and unrealized | .09 | (.51) | (.48) | 1.17 | |
Total from Investment Operations | .28 | (.29) | (.34) | 1.23 | |
Distributions: | |||||
Dividends from | (.19) | (.23) | (.23) | - | |
Net asset value, end of period | 14.72 | 14.63 | 15.15 | 15.72 | |
Total Return (%) | 1.97 | (1.89) | (2.20) | 8.49c | |
Ratios/Supplemental Data (%): | |||||
Ratio of total expenses | .91 | .91 | .91 | .91d | |
Ratio of net expenses | .91 | .91 | .91 | .91d | |
Ratio of net | 1.27 | 1.44 | .90 | .93d | |
Portfolio Turnover Rate | 10.65 | 16.52 | 12.49 | 2.58 | |
Net Assets, end of period ($ x 1,000) | 1,627,586 | 1,625,626 | 1,105,489 | 1 |
a From July 1, 2013 (commencement of initial offering) to November 30, 2013.
b Based on average shares outstanding.
c Not annualized.
d Annualized.
See notes to financial statements.
18
NOTES TO FINANCIAL STATEMENTS
NOTE 1—Significant Accounting Policies:
International Stock Fund (the “fund”) is a separate diversified series of Strategic Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering ten series, including the fund. The fund’s investment objective is to seek long-term total return. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Walter Scott & Partners Limited (“Walter Scott”), a wholly-owned subsidiary of BNY Mellon and an affiliate of Dreyfus, serves as the fund’s sub-investment adviser. Effective June 3, 2016, the fund was reopened to new investors.
MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares. The fund is authorized to issue 600 million shares of $.001 par value Common Stock. The fund currently offers four classes of shares: Class A (100 million shares authorized), Class C (100 million shares authorized), Class I (200 million shares authorized) and Class Y (200 million shares authorized). Class A shares generally are subject to a sales charge imposed at the time of purchase. Class C shares are subject to a contingent deferred sales charge (“CDSC”) imposed on Class C shares redeemed within one year of purchase. Class I and Class Y shares are sold at net asset value per share generally to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.
The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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
19
NOTES TO FINANCIAL STATEMENTS (continued)
registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.
The Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.
(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.
Various inputs are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized in the three broad levels listed below:
Level 1—unadjusted quoted prices in active markets for identical investments.
Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:
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
20
market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. For open short positions, asked prices are used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are generally categorized within Level 1 of the fair value hierarchy.
Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.
Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and financial futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.
When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Company’s Board of Directors (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.
For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are generally categorized within Level 3 of the fair value hierarchy.
Investments denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange.
Forward foreign currency exchange contracts (“forward contracts”) are valued at the forward rate and are generally categorized within Level 2 of the fair value hierarchy.
21
NOTES TO FINANCIAL STATEMENTS (continued)
The following is a summary of the inputs used as of November 30, 2016 in valuing the fund’s investments:
Level 1- | Level 2 - | Level 3- | Total | |
Assets ($) | ||||
Investments in Securities: | ||||
Equity Securities - | 3,118,431,631 | - | - | 3,118,431,631 |
Registered Investment Company | 96,392,295 | - | - | 96,392,295 |
Other Financial Instruments: | ||||
Forward Foreign Currency | - | 28,441 | - | 28,441 |
Liabilities ($) | ||||
Other Financial Instruments: | ||||
Forward Foreign Currency | - | (20,873) | - | (20,873) |
† See Statement of Investments for additional detailed categorizations.
†† Amount shown represents unrealized appreciation (depreciation) at period end.
At November 30, 2016, there were no transfers between levels of the fair value hierarchy.
(b) Foreign currency transactions: The fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized on securities transactions between trade and settlement date, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments resulting from changes in exchange rates. Foreign currency gains and losses on foreign currency transactions are also included with net realized and unrealized gain or loss on investments.
(c) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest
22
income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.
(d) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” under the Act. Investments in affiliated investment companies during the period ended November 30, 2016 were as follows:
Affiliated | Value | Purchases ($) | Sales ($) | Value | Net |
Dreyfus | 127,479,153 | 437,941,412 | 469,028,270 | 96,392,295 | 3.0 |
† Formerly Dreyfus Institutional Preferred Plus Money Market Fund.
(e) Risk: Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls and delayed settlements, and their prices may be more volatile than those of comparable securities in the U.S.
(f) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.
(g) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.
As of and during the period ended November 30, 2016, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes
23
NOTES TO FINANCIAL STATEMENTS (continued)
interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended November 30, 2016, the fund did not incur any interest or penalties.
Each tax year in the four-year period ended November 30, 2016 remains subject to examination by the Internal Revenue Service and state taxing authorities.
At November 30, 2016, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $38,651,846, accumulated capital losses $90,457,547 and unrealized appreciation $365,034,170.
Under the Regulated Investment Company Modernization Act of 2010 (the “2010 Act”), the fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 (“post-enactment losses”) for an unlimited period. Furthermore, post-enactment capital loss carryovers retain their character as either short-term or long-term capital losses rather than short-term as they were under previous statute. The 2010 Act requires post-enactment losses to be utilized before the utilization of losses incurred in taxable years prior to the effective date of the 2010 Act (“pre-enactment losses”). As a result of this ordering rule, pre-enactment losses may be more likely to expire unused.
The accumulated capital loss carryover is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to November 30, 2016. If not applied, $15,114,500 of the carryover expires in fiscal year 2017 and $16,297,830 expires in fiscal year 2019. The fund has $8,066,540 of post-enactment short-term capital losses and $50,978,677 of post-enactment long-term capital losses which can be carried forward for an unlimited period.
The tax character of distributions paid to shareholders during the fiscal periods ended November 30, 2016 and November 30, 2015 were as follows: ordinary income $41,503,044 and $49,212,905, respectively.
During the period ended November 30, 2016, as a result of permanent book to tax differences, primarily due to the tax treatment for foreign currency gains and losses and capital loss carryover expiration, the fund decreased accumulated undistributed investment income-net by $1,197,209, increased accumulated net realized gain (loss) on investments by $1,796,015 and decreased paid-in capital by $598,806. Net assets and net asset value per share were not affected by this reclassification.
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NOTE 2—Bank Lines of Credit:
The fund participates with other Dreyfus-managed funds in a $810 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 5, 2016, the unsecured credit facility with Citibank, N.A. was $555 million and prior to January 11, 2016, the unsecured credit facility with Citibank, N.A. was $480 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended November 30, 2016, the fund did not borrow under the Facilities.
NOTE 3—Management Fee, Sub-Investment Advisory Fee and Other Transactions with Affiliates:
(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of .85% of the value of the fund’s average daily net assets and is payable monthly.
Pursuant to a sub-investment advisory agreement between Dreyfus and Walter Scott, Dreyfus pays Walter Scott a monthly fee at an annual percentage of the value of the fund’s average daily net assets.
During the period ended November 30, 2016, the Distributor retained $341 from commissions earned on sales of the fund’s Class A shares and $77 from CDSCs on redemptions of the fund’s Class C shares.
(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. During the period ended November 30, 2016, Class C shares were charged $113,552 pursuant to the Distribution Plan.
(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines
25
NOTES TO FINANCIAL STATEMENTS (continued)
the amounts to be paid to Service Agents. During the period ended November 30, 2016, Class A and Class C shares were charged $175,731 and $37,851, respectively, pursuant to the Shareholder Services Plan.
The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.
The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2016, the fund was charged $15,801 for transfer agency services and $991 for cash management services. These fees are included in Shareholder servicing costs in the Statement of Operations. Cash management fees were partially offset by earnings credits of $443.
The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2016, the fund was charged $974,443 pursuant to the custody agreement.
During the period ended November 30, 2016, the fund was charged $9,629 for services performed by the Chief Compliance Officer and his staff.
The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $2,253,496, Distribution Plan fees $8,431, Shareholder Services Plan fees $15,085, custodian fees $720,512, Chief Compliance Officer fees $6,501 and transfer agency fees $3,501.
(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.
NOTE 4—Securities Transactions:
The aggregate amount of purchases and sales of investment securities, excluding short-term securities and forward contracts, during the period ended November 30, 2016, amounted to $341,702,711 and $404,724,809, respectively.
26
Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. The fund enters into International Swaps and Derivatives Association, Inc. Master Agreements or similar agreements (collectively, “Master Agreements”) with its over-the-counter (“OTC”) derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under a Master Agreement, the fund may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment in the event of default or termination.
Each type of derivative instrument that was held by the fund during the period ended November 30, 2016 is discussed below.
Forward Foreign Currency Exchange Contracts: The fund enters into forward contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to settle foreign currency transactions or as a part of its investment strategy. When executing forward contracts, the fund is obligated to buy or sell a foreign currency at a specified rate on a certain date in the future. With respect to sales of forward contracts, the fund incurs a loss if the value of the contract increases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract decreases between those dates. With respect to purchases of forward contracts, the fund incurs a loss if the value of the contract decreases between the date the forward contract is opened and the date the forward contract is closed. The fund realizes a gain if the value of the contract increases between those dates. Any realized or unrealized gains or losses which occurred during the period are reflected in the Statement of Operations. The fund is exposed to foreign currency risk as a result of changes in value of underlying financial instruments. The fund is also exposed to credit risk associated with counterparty nonperformance on these forward contracts, which is generally limited to the unrealized gain on each open contract. This risk may be mitigated by Master Agreements, if any, between the fund and the counterparty and the posting of collateral, if any, by the counterparty to the fund to cover the fund’s exposure to the counterparty. The following summarizes open forward contracts at November 30, 2016:
27
NOTES TO FINANCIAL STATEMENTS (continued)
Forward Foreign Currency Exchange Contracts | Foreign Currency Amounts | Cost/ | Value ($) | Unrealized Appreciation |
Purchases: | ||||
National Australia Bank | ||||
Danish Krone, | ||||
Expiring | ||||
12/1/2016 | 36,127,169 | 5,166,937 | 5,146,064 | (20,873) |
Sales: | ||||
National Australia Bank | ||||
Japanese Yen, | ||||
Expiring | ||||
12/1/2016 | 198,465,440 | 1,763,203 | 1,734,762 | 28,441 |
Gross Unrealized Appreciation | 28,441 | |||
Gross Unrealized Depreciation | (20,873) |
The provisions of ASC Topic 210 “Disclosures about Offsetting Assets and Liabilities” require disclosure on the offsetting of financial assets and liabilities. These disclosures are required for certain investments, including derivative financial instruments subject to Master Agreements which are eligible for offsetting in the Statement of Assets and Liabilities and require the fund to disclose both gross and net information with respect to such investments. For financial reporting purposes, the fund does not offset derivative assets and derivative liabilities that are subject to Master Agreements in the Statement of Assets and Liabilities.
At November 30, 2016, derivative assets and liabilities (by type) on a gross basis are as follows:
Derivative Financial Instruments: |
| Assets ($) |
| Liabilities ($) |
|
Forward contracts | 28,441 | (20,873) | |||
Total gross amount of derivative | |||||
assets and liabilities in the | |||||
Statement of Assets and Liabilities | 28,441 | (20,873) | |||
Derivatives not subject to | |||||
Master Agreements | - | - | |||
Total gross amount of assets | |||||
and liabilities subject to | |||||
Master Agreements | 28,441 | (20,873) |
28
The following tables present derivative assets and liabilities net of amounts available for offsetting under Master Agreements and net of related collateral received or pledged, if any, as of November 30, 2016:
Financial | ||||||
Instruments | ||||||
and Derivatives | ||||||
Gross Amount of | Available | Collateral | Net Amount of | |||
Counterparty | Assets ($) | 1 | for Offset ($) | Received ($) |
| Assets ($) |
National | 28,441 | (20,873) | - | 7,568 | ||
Financial | ||||||
Instruments | ||||||
and Derivatives | ||||||
Gross Amount of | Available | Collateral | Net Amount of | |||
Counterparty | Liabilities ($) | 1 | for Offset ($) | Pledged ($) |
| Liabilities ($) |
National | (20,873) | 20,873 | - | - | ||
1 Absent a default event or early termination, OTC derivative assets and liabilities are presented at gross amounts |
The following summarizes the average market value of derivatives outstanding during the period ended November 30, 2016:
|
| Average Market Value ($) |
Forward contracts | 10,163,301 | |
At November 30, 2016, the cost of investments for federal income tax purposes was $2,849,003,576; accordingly, accumulated net unrealized appreciation on investments was $365,820,350, consisting of $541,278,871 gross unrealized appreciation and $175,458,521 gross unrealized depreciation.
29
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
International Stock Fund
We have audited the accompanying statement of assets and liabilities, including the statement of investments, of International Stock Fund (one of the series comprising Strategic Funds, Inc.) as of November 30, 2016, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2016 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of International Stock Fund at November 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the indicated periods, in conformity with U.S. generally accepted accounting principles.
New York, New York
January 26, 2017
30
IMPORTANT TAX INFORMATION (Unaudited)
In accordance with federal tax law, the fund elects to provide each shareholder with their portion of the fund’s foreign taxes paid and the income sourced from foreign countries. Accordingly, the fund hereby reports the following information regarding its fiscal year ended November 30, 2016:
- the total amount of taxes paid to foreign countries was $7,935,288
- the total amount of income sourced from foreign countries was $78,658,639.
Where required by federal tax law rules, shareholders will receive notification of their proportionate share of foreign taxes paid and foreign sourced income for the 2016 calendar year with Form 1099-DIV which will be mailed in early 2017. For the fiscal year ended November 30, 2016, 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, $41,503,044 represents the maximum amount that may be considered qualified dividend income.
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INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)
At a meeting of the fund’s Board of Directors held on November 7-8, 2016, the Board considered the renewal of the fund’s Management Agreement, pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”), and the Sub-Investment Advisory Agreement (together, the “Agreements”), pursuant to which Walter Scott & Partners Limited (the “Subadviser”) provides day-to-day management of the fund’s investments. The Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Subadviser. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.
Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information provided to them at the meeting and in previous presentations from Dreyfus representatives regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or Dreyfus) and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.
The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board also considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures, as well as Dreyfus’ supervisory activities over the Subadviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.
Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended September 30, 2016, and (2) the fund’s actual and contractual management fees and total expenses with those of a group
32
of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Broadridge used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. The Board discussed the results of the comparisons and noted that the fund’s total return performance was at or above the Performance Group median for all periods except for the three- and five-year periods when it was below the median, and above the Performance Universe median for all periods except for the four- and five-year periods when it was below the median. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index and noted that the fund’s performance was above the benchmark for six of the nine calendar years shown.
The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board noted that the fund’s contractual management fee was the lowest in the Expense Group, the fund’s actual management fee was below the Expense Group median and slightly above the Expense Universe median and the fund’s total expenses were below the Expense Group and Expense Universe medians (lowest in the Expense Group).
Dreyfus representatives reviewed with the Board the management or investment advisory fees (1) paid by funds advised or administered by Dreyfus that are in the same Broadridge category as the fund and (2) paid to Dreyfus or the Subadviser or its affiliates for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients. They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness of the fund’s management fee.
The Board considered the fee to the Subadviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Subadviser and Dreyfus. The Board also noted the Subadviser’s fee is paid by Dreyfus (out of its fee from the fund) and not the fund.
Analysis of Profitability and Economies of Scale. Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability percentage
33
INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued)
to Dreyfus and its affiliates for managing the funds in the Dreyfus fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus. The Board also had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.
The Board considered on the advice of its counsel the profitability analysis (1) as part of its evaluation of whether the fees under the Agreements, considered in relation to the mix of services provided by Dreyfus and the Subadviser, including the nature, extent and quality of such services, supported the renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since Dreyfus, and not the fund, pays the Subadviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Subadviser’s profitability to be relevant to its deliberations. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus and the Subadviser from acting as investment adviser and sub-investment adviser, respectively, and noted the soft dollar arrangements in effect for trading the fund’s investments.
At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreements. Based on the discussions and considerations as described above, the Board concluded and determined as follows.
· The Board concluded that the nature, extent and quality of the services provided by Dreyfus and the Subadviser are adequate and appropriate.
· The Board was satisfied with the fund’s performance.
· The Board concluded that the fees paid to Dreyfus and the Subadviser supported the renewal of the Agreements in light of the considerations described above.
34
· The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered by Dreyfus in connection with the fee rate charged to the fund pursuant to the Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.
In evaluating the Agreements, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with Dreyfus and its affiliates and the Subadviser, of the fund and the services provided to the fund by Dreyfus and the Subadviser. The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreements, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years. The Board determined to renew the Agreements.
35
BOARD MEMBERS INFORMATION (Unaudited)
INDEPENDENT BOARD MEMBERS
Joseph S. DiMartino (73)
Chairman of the Board (1995)
Principal Occupation During Past 5 Years:
· Corporate Director and Trustee (1995-present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997-present)
No. of Portfolios for which Board Member Serves: 135
———————
Joni Evans (74)
Board Member (2006)
Principal Occupation During Past 5 Years:
· Chief Executive Officer, www.wowOwow.com, an online community dedicated to women’s conversations and publications (2007-present)
· Principal, Joni Evans Ltd. (publishing) (2006-present)
No. of Portfolios for which Board Member Serves: 24
———————
Ehud Houminer (76)
Board Member (1994)
Principal Occupation During Past 5 Years:
· Executive-in-Residence at the Columbia Business School, Columbia
University (1992-present)
Other Public Company Board Memberships During Past 5 Years:
· Avnet, Inc., an electronics distributor, Director (1993-2012)
No. of Portfolios for which Board Member Serves: 59
———————
Hans C. Mautner (79)
Board Member (1984)
Principal Occupation During Past 5 Years:
· Corporate Director and Trustee (1978-present)
No. of Portfolios for which Board Member Serves: 24
———————
36
Robin A. Melvin (53)
Board Member (1995)
Principal Occupation During Past 5 Years:
· Co-chairman, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois; (2014-present; board member since 2013)
· Director, Boisi Family Foundation, a private family foundation that supports
youth-serving organizations that promote the self sufficiency of youth from
disadvantaged circumstances (1995-2012)
No. of Portfolios for which Board Member Serves: 107
———————
Burton N. Wallack (66)
Board Member (2006)
Principal Occupation During Past 5 Years:
· President and Co-owner of Wallack Management Company, a real estate management
company (1987-present)
No. of Portfolios for which Board Member Serves: 24
———————
Benaree Pratt Wiley (70)
Board Member (2016)
Principal Occupation During Past 5 Years:
· Principal, The Wiley Group, a firm specializing in strategy and business development (2005-present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (2008-present)
No. of Portfolios for which Board Member Serves: 86
———————
37
BOARD MEMBERS INFORMATION (Unaudited) (continued)
INTERESTED BOARD MEMBER
Gordon J. Davis (75)
Board Member (2006)
Principal Occupation During Past 5 Years:
· Partner in the law firm of Venable LLP (2012-present)
· Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012)
Other Public Company Board Memberships During Past 5 Years:
· Consolidated Edison, Inc., a utility company, Director (1997-2014)
· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)
No. of Portfolios for which Board Member Serves: 58
Gordon J. Davis is deemed to be an “interested person” (as defined under the Act) of the Company as a result of his affiliation with Venable LLP, which provides legal services to the Company.
———————
Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.
William Hodding Carter III, Emeritus Board Member
Arnold S. Hiatt, Emeritus Board Member
38
OFFICERS OF THE FUND (Unaudited)
BRADLEY J. SKAPYAK, President since January 2010.
Chief Operating Officer and a director of the Manager since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of the Manager and the transfer agent of the funds, since May 2011 and Executive Vice President of the Distributor since June 2007. He is an officer of 64 investment companies (comprised of 135 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since February 1988.
BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.
Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since June 2015; from June 2005 to June 2015, he served in various capacities with Deutsche Bank – Asset & Wealth Management Division, including as Director and Associate General Counsel, and Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since June 2015.
JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.
Associate General Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 53 years old and has been an employee of the Manager since February 1984.
JAMES BITETTO, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon and Secretary of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since December 1996.
JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 61 years old and has been an employee of the Manager since October 1988.
JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since June 2000.
MAUREEN E. KANE, Vice President and Assistant Secretary since April 2015.
Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel, and from May 2009 until July 2014, Chief Compliance Officer of Century Capital Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 54 years old and has been an employee of the Manager since July 2014.
SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.
Senior Counsel of BNY Mellon, since March 2013, from August 2005 to March 2013, Associate General Counsel of Third Avenue Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 41 years old and has been an employee of the Manager since March 2013.
JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.
Senior Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 1990.
JAMES WINDELS, Treasurer since November 2001.
Director – Mutual Fund Accounting of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since April 1985.
RICHARD CASSARO, Assistant Treasurer since January 2008.
Senior Accounting Manager – Money Market, Municipal Bond and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Manager since September 1982.
39
OFFICERS OF THE FUND (Unaudited) (continued)
GAVIN C. REILLY, Assistant Treasurer since December 2005.
Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since April 1991.
ROBERT S. ROBOL, Assistant Treasurer since December 2002.
Senior Accounting Manager of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since October 1988.
ROBERT SALVIOLO, Assistant Treasurer since July 2007.
Senior Accounting Manager – Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since June 1989.
ROBERT SVAGNA, Assistant Treasurer since December 2002.
Senior Accounting Manager – Fixed Income and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since November 1990.
JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.
Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (65 investment companies, comprised of 160 portfolios). He is 59 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.
CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016
Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor and from 2007 to December 2011, Financial Processing Manager of the Distributor. She is an officer of 60 investment companies (comprised of 155 portfolios) managed by the Manager. She is 48 years old and has been an employee of the Distributor since 1997.
40
NOTES
41
International Stock Fund
200 Park Avenue
New York, NY 10166
Manager
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
Sub-Investment Adviser
Walter Scott & Partners Limited
(Walter Scott)
One Charlotte Square
Edinburgh, Scotland, UK
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Transfer Agent &
Dividend Disbursing Agent
Dreyfus Transfer, Inc.
200 Park Avenue
New York, NY 10166
Distributor
MBSC Securities Corporation
200 Park Avenue
New York, NY 10166
Ticker Symbols: Class A: DISAX Class C: DISCX Class I: DISRX Class Y: DISYX |
Telephone Call your financial representative or 1-800-DREYFUS
Mail The Dreyfus Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
E-mail Send your request to info@dreyfus.com
Internet Information can be viewed online or downloaded at www.dreyfus.com
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (phone 1-800-SEC-0330 for information).
A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.dreyfus.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.
© 2017 MBSC Securities Corporation |
Item 2. Code of Ethics.
The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.
Item 3. Audit Committee Financial Expert.
The Registrant's Board has determined that Ehud Houminer, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC”). Ehud Houminer is “independent" as defined by the SEC for purposes of audit committee financial expert determinations.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $222,506 in 2015 and $228,065 in 2016.
(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 $31,365 in 2015 and $32,150 in 2016. 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 2015 and $0 in 2016.
(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 $16,764 in 2015 and $24,129 in 2016. 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 2015 and $0 in 2016.
(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 $261 in 2015 and $312 in 2016. 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 2015 and $0 in 2016.
(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 $19,802,219 in 2015 and $21,065,758 in 2016.
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.
Item 6. Investments.
(a) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures applicable to Item 10.
Item 11. Controls and Procedures.
(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Code of ethics referred to in Item 2.
(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.
(a)(3) Not applicable.
(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Strategic Funds, Inc.
By: /s/ Bradley J. Skapyak
Bradley J. Skapyak
President
Date: January 26, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: /s/ Bradley J. Skapyak
Bradley J. Skapyak
President
Date: January 26, 2017
By: /s/ James Windels
James Windels
Treasurer
Date: January 26, 2017
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)