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- 5245

 

 

 

DREYFUS STRATEGIC MUNICIPALS, INC.

 

 

(Exact name of Registrant as specified in charter)

 

 

 

 

 

 

c/o The Dreyfus Corporation

200 Park Avenue

New York, New York 10166

 

 

(Address of principal executive offices) (Zip code)

 

 

 

 

 

Janette E. Farragher, Esq.

200 Park Avenue

New York, New York 10166

 

 

(Name and address of agent for service)

 

 

Registrant's telephone number, including area code:

(212) 922-6000

 

 

Date of fiscal year end:

 

9/30

 

Date of reporting period:

09/30/12

 

             

 

 

 


 

 

FORM N-CSR

Item 1.                        Reports to Stockholders.

- 2 -  

 


 

Dreyfus Strategic  
Municipals, Inc.  

 

ANNUAL REPORT September 30, 2012




Dreyfus Strategic Municipals, Inc.

Protecting Your Privacy

Our Pledge to You

THE FUND IS COMMITTED TO YOUR PRIVACY. On this page, you will find the Fund’s policies and practices for collecting, disclosing, and safeguarding “nonpublic personal information,” which may include financial or other customer information.These policies apply to individuals who purchase Fund shares for personal, family, or household purposes, or have done so in the past. This notification replaces all previous statements of the Fund’s consumer privacy policy, and may be amended at any time. We’ll keep you informed of changes as required by law.

YOUR ACCOUNT IS PROVIDED IN A SECURE ENVIRONMENT. The Fund maintains physical, electronic and procedural safeguards that comply with federal regulations to guard nonpublic personal information. The Fund’s agents and service providers have limited access to customer information based on their role in servicing your account.

THE FUND COLLECTS INFORMATION IN ORDER TO SERVICE AND ADMINISTER YOUR ACCOUNT.

The Fund collects a variety of nonpublic personal information, which may include:

  • Information we receive from you, such as your name, address, and social security number.

  • Information about your transactions with us, such as the purchase or sale of Fund shares.

  • Information we receive from agents and service providers, such as proxy voting information.

THE FUND DOES NOT SHARE NONPUBLIC
PERSONAL INFORMATION WITH ANYONE, EXCEPT
AS PERMITTED BY LAW.

Thank you for this opportunity to serve you.

The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

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

 



 

Contents

 

THE FUND

2      

A Letter from the Chairman and CEO

3      

Discussion of Fund Performance

6      

Selected Information

7      

Statement of Investments

27      

Statement of Assets and Liabilities

28      

Statement of Operations

29      

Statement of Cash Flows

30      

Statement of Changes in Net Assets

31      

Financial Highlights

33      

Notes to Financial Statements

45      

Report of Independent Registered Public Accounting Firm

46      

Additional Information

50      

Important Tax Information

50      

Proxy Results

51      

Board Members Information

54      

Officers of the Fund

57      

Officers and Directors

 

FOR MORE INFORMATION

 

Back Cover



Dreyfus
Strategic Municipals, Inc.

The Fund

A LETTER FROM THE CHAIRMAN AND CEO


Dear Shareholder:

This annual report for Dreyfus Strategic Municipals, Inc. covers the 12-month period from October 1, 2011, through September 30, 2012. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

      The municipal bond market exhibited heightened volatility over the past year as prices rose and fell according to supply-and-demand factors and investors’ changing expectations of global and domestic economic conditions.While monthly variations in economic data have been pronounced, the longer-term pace of U.S. economic growth has been relatively consistent at about half the average rate achieved in prior recoveries. Even U.S. employment numbers, which have been volatile over short periods, averaged approximately 150,000 new jobs a month so far in 2012, roughly unchanged from the monthly average in 2011.

The sustained but subpar U.S. expansion appears likely to continue over the foreseeable future. On one hand, the economy has responded to a variety of stimulative measures, most notably an aggressively accommodative monetary policy. On the other hand, the prospect of automatic spending cuts and tax hikes scheduled for the end of 2012 has weighed on economic growth by contributing to a temporary postponement of spending decisions among consumers and businesses. Indeed, the ability of the U.S. political system to address both this “fiscal cliff” and long-term deficit reduction could go a long way toward shaping the 2013 market environment. As always, we urge you to speak regularly with your financial advisor to discuss how changing economic conditions may affect your investments.

Thank you for your continued confidence and support.


Jonathan R. Baum
Chairman and Chief Executive Officer
The Dreyfus Corporation
October 15, 2012

2



DISCUSSION OF FUND PERFORMANCE

For the period of October 1, 2011, through September 30, 2012, as provided by Daniel Barton and Steven Harvey, Portfolio Managers

Fund and Market Performance Overview

For the 12-month period ended September 30, 2012, Dreyfus Strategic Municipals, Inc. achieved a total return of 18.18% on a net-asset-value basis. 1 Over the same period, the fund provided aggregate income dividends of $0.59 per share, which reflects a distribution rate of 5.87%. 2

Falling long-term interest rates and favorable supply-and-demand dynamics supported municipal bond prices over the reporting period.The fund particularly benefited from its focus on longer-term maturities and an emphasis on revenue-backed bonds over their general obligation counterparts.

The Fund’s Investment Approach

The fund’s investment objective is to maximize current income exempt from federal income tax to the extent consistent with the preservation of capital. Under normal market conditions, the fund invests at least 80% of its net assets in municipal obligations. Generally, the fund invests at least 50% of its net assets in municipal bonds considered investment grade or the unrated equivalent as determined by Dreyfus in the case of bonds, and in the two highest-rating categories or the unrated equivalent as determined by Dreyfus in the case of short-term obligations having or deemed to have maturities of less than one year.

To this end, portfolio construction focuses on income opportunities, through analysis of each bond’s structure, including paying close attention to each bond’s yield, maturity and early redemption features.When making new investments, we focus on identifying undervalued sectors and securities, and we minimize the use of interest rate forecasting. We select municipal bonds by using fundamental credit analysis to estimate the relative value and attractiveness of various sectors and securities and to exploit pricing inefficiencies in the municipal bond market.We actively trade among various sectors, such as escrowed, general obligation and revenue, based on their apparent relative values.

The Fund   3  

 



DISCUSSION OF FUND PERFORMANCE (continued)

Supply-and-Demand Dynamics Supported Municipal Bonds

Although macroeconomic concerns in the fall of 2011 and the spring of 2012 sparked heightened volatility in most financial markets, municipal bonds generally remained strong during the reporting period, in part due to falling long-term interest rates stemming from quantitative easing and other stimulative measures by the Federal Reserve Board.

Municipal bond prices also responded positively to robust demand as investors sought competitive levels of after-tax income in a low interest-rate environment. Meanwhile, new issuance volumes remained relatively low when political pressure led to less borrowing for capital projects, and municipalities primarily issued new bonds to refinance older debt, resulting in a net decrease in the supply of tax-exempt securities. In this constructive environment, lower-rated and longer maturity municipal bonds that had been punished earlier in 2011 led the market higher, while highly rated and shorter-term securities generally lagged market averages.

From a credit-quality perspective, a number of state governments have taken the difficult steps necessary to reduce or eliminate budget deficits, and a few have achieved surpluses. Although the market encountered scattered credit defaults in some localities during the reporting period, we believe they are isolated cases in which the problems leading to insolvency are specific to each issuer.

Lower-Rated Municipal Bonds Buoyed Relative Performance

The fund benefited from overweighted exposure to bonds with credit ratings below investment grade, which performed better than market averages during the reporting period. Moreover, we maintained a focus on higher yielding revenue-backed municipal bonds and a corresponding de-emphasis on lower yielding general obligation bonds. The fund received especially robust contributions to relative performance from overweighted exposure to municipal bonds backed by revenues from hospitals, industrial development projects, and the states’ settlement of litigation with U.S. tobacco companies.

The fund’s performance also was helped by a relatively long duration posture as we favored long-term municipal bonds at a time when yields fell at the longer end of the market’s maturity spectrum. Finally, our leveraging strategy proved effective in the rallying market, enhancing the fund’s total return.

4



Disappointments during the reporting period were relatively limited, concentrated mainly among higher quality, lower yielding market segments, such as higher-rated securities backed by revenues from essential municipal services. In addition, municipal bonds from Puerto Rico, which are exempt from federal and all state income taxes, lost a degree of value due to intensifying concerns regarding the long-term solvency of the U.S. territory’s pension system.

Adjusting to Richer Valuations

We have been encouraged by recently improved data, but the U.S. economy remains vulnerable to unexpected shocks and uncertainty regarding future fiscal policies. In addition, higher yielding and longer-maturity bonds have become more richly valued after recent rallies. Consequently, while we have continued to favor revenue-backed municipal bonds over their general obligation counterparts, we remain watchful for opportunities to capture better relative values, and we are prepared to adjust the fund’s strategies accordingly.

October 15, 2012

Bond funds are subject generally to interest rate, credit, liquidity and market risks, to varying degrees. Generally, all other factors being equal, bond prices are inversely related to interest-rate changes, and rate increases can cause price declines.

High yield bonds are subject to increased credit risk and are considered speculative in terms of the issuer’s perceived ability to continue making interest payments on a timely basis and to repay principal upon maturity.

The use of leverage may magnify the fund’s gains or losses. For derivatives with a leveraging component, adverse changes in the value or level of the underlying asset can result in a loss that is much greater than the original investment in the derivative.

1 Total return includes reinvestment of dividends and any capital gains paid, based upon net asset value per share. Past  
performance is no guarantee of future results. Market price per share, net asset value per share and investment return  
fluctuate. Income may be subject to state and local taxes, and some income may be subject to the federal alternative  
minimum tax (AMT) for certain investors. Capital gains, if any, are fully taxable. Return figure provided reflects the  
absorption of certain fund expenses by The Dreyfus Corporation pursuant to an agreement in effect until May 31,  
2013, at which time it may be extended, modified or terminated. Had these expenses not been absorbed, the fund’s  
return would have been lower.  
2 Distribution rate per share is based upon dividends per share paid from net investment income during the period,  
divided by the market price per share at the end of the period, adjusted for any capital gain distributions.  

 

The Fund   5  

 



SELECTED INFORMATION

September 30, 2012 (Unaudited)

Market Price per share September 30, 2012   10.02  
Shares Outstanding September 30, 2012   61,677,040  
New York Stock Exchange Ticker Symbol   LEO  

 

MARKET PRICE (NEW YORK STOCK EXCHANGE)      
        Fiscal Year Ended September 30, 2012      
    Quarter     Quarter     Quarter     Quarter  
    Ended     Ended     Ended     Ended  
    December 31, 2011     March 31, 2012     June 30, 2012     September 30, 2012  
High   $ 8.90   $ 9.30   $ 9.59   $ 10.02  
Low     8.29     8.65     9.03     9.29  
Close     8.89     9.12     9.40     10.02  

 

PERCENTAGE GAIN (LOSS) based on change in Market Price*  
September 23, 1987 (commencement of operations)        
through September 30, 2012     479.65 %  
October 1, 2002 through September 30, 2012     93.40  
October 1, 2007 through September 30, 2012     61.13  
October 1, 2011 through September 30, 2012     25.98  
January 1, 2012 through September 30, 2012     18.36  
April 1, 2012 through September 30, 2012     13.47  
July 1, 2012 through September 30, 2012     8.31  
 
NET ASSET VALUE PER SHARE        
September 23, 1987 (commencement of operations)   $ 9.32  
September 30, 2011     8.41  
December 31, 2011     8.55  
March 31, 2012     8.81  
June 30, 2012     8.99  
September 30, 2012     9.31  
 
PERCENTAGE GAIN (LOSS) based on change in Net Asset Value*  
September 23, 1987 (commencement of operations)        
through September 30, 2012     477.20 %  
October 1, 2002 through September 30, 2012     93.68  
October 1, 2007 through September 30, 2012     43.47  
October 1, 2011 through September 30, 2012     18.18  
January 1, 2012 through September 30, 2012     14.23  
April 1, 2012 through September 30, 2012     9.03  
July 1, 2012 through September 30, 2012     5.11  

 

*   With dividends reinvested.  

 

6



STATEMENT OF INVESTMENTS          
September 30, 2012            
 
 
 
 
Long-Term Municipal   Coupon   Maturity   Principal      
Investments—148.1%   Rate (%)   Date   Amount ($)     Value ($)  
Alabama—.7%            
Jefferson County,            
Limited Obligation            
School Warrants   5.25   1/1/17   2,020,000     2,021,151  
Jefferson County,            
Limited Obligation            
School Warrants   5.00   1/1/24   2,000,000     1,966,900  
Alaska—1.7%            
Northern Tobacco Securitization            
Corporation of Alaska, Tobacco            
Settlement Asset-Backed Bonds   5.00   6/1/46   12,190,000     9,885,968  
Arizona—6.5%            
Apache County Industrial            
Development Authority, PCR            
(Tucson Electric Power            
Company Project)   4.50   3/1/30   4,000,000     4,200,560  
Arizona Housing Finance Authority,            
SFMR (Mortgage-Backed            
Securities Program)            
(Collateralized: FHLMC,            
FNMA and GNMA)   5.55   12/1/41   4,115,000     4,422,061  
Barclays Capital Municipal Trust            
Receipts (Salt River Project            
Agricultural Improvement and            
Power District, Salt River Project            
Electric System Revenue)   5.00   1/1/38   17,210,000   a,b   19,750,884  
Glendale Western Loop 101 Public            
Facilities Corporation, Third            
Lien Excise Tax Revenue   6.25   7/1/38   5,000,000     5,297,100  
Pima County Industrial Development            
Authority, Education Revenue            
(American Charter Schools            
Foundation Project)   5.63   7/1/38   3,410,000     3,264,529  
Salt Verde Financial Corporation,            
Senior Gas Revenue   5.00   12/1/37   500,000     550,145  
California—17.9%            
Barclays Capital Municipal Trust            
Receipts (Los Angeles            
Department of Airports,            
Senior Revenue (Los Angeles            
International Airport))   5.00   5/15/31   5,247,500   a,b   6,080,465  

 

The Fund   7  

 



STATEMENT OF INVESTMENTS (continued)

Long-Term Municipal   Coupon   Maturity   Principal    
Investments (continued)   Rate (%)   Date   Amount ($)   Value ($)  
California (continued)            
California,            
GO (Various Purpose)   5.75   4/1/31   10,800,000   12,856,860  
California,            
GO (Various Purpose)   6.50   4/1/33   10,000,000   12,501,300  
California,            
GO (Various Purpose)   6.00   11/1/35   7,500,000   9,160,575  
California State Public Works            
Board, LR (The Regents of            
the University of California)            
(Various University of            
California Projects)   5.00   4/1/34   3,495,000   3,865,225  
California Statewide Communities            
Development Authority, Revenue            
(Bentley School)   7.00   7/1/40   2,090,000   2,274,463  
California Statewide Communities            
Development Authority, Revenue            
(Bentley School)   0.00   7/1/50   5,910,000 c   255,253  
California Statewide Communities            
Development Authority, Student            
Housing Revenue (CHF-Irvine,            
LLC-UCI East Campus            
Apartments, Phase II)   5.75   5/15/32   2,000,000   2,157,020  
Golden State Tobacco            
Securitization Corporation,            
Tobacco Settlement            
Asset-Backed Bonds   4.50   6/1/27   2,000,000   1,752,500  
Golden State Tobacco            
Securitization Corporation,            
Tobacco Settlement            
Asset-Backed Bonds            
(Prerefunded)   7.80   6/1/13   7,000,000 d   7,357,280  
JPMorgan Chase Putters/Drivers            
Trust (California Educational            
Facilities Authority, Revenue            
(University of Southern California))   5.25   10/1/16   10,100,000 a,b   11,893,255  
Los Angeles Department of            
Water and Power,            
Water System Revenue   5.00   7/1/43   5,000,000   5,815,050  

 

8



Long-Term Municipal   Coupon   Maturity   Principal    
Investments (continued)   Rate (%)   Date   Amount ($)   Value ($)  
California (continued)            
Sacramento County,            
Airport System Subordinate            
and Passenger Facility            
Charges Grant Revenue   6.00   7/1/35   6,250,000   7,247,000  
San Buenaventura,            
Revenue (Community Memorial            
Health System)   7.50   12/1/41   2,000,000   2,479,100  
San Diego Public Facilities            
Financing Authority, Senior            
Sewer Revenue   5.25   5/15/34   2,500,000   2,887,025  
Sonoma-Marin Area Rail Transit            
District, Measure Q Sales            
Tax Revenue   5.00   3/1/27   4,000,000   4,818,240  
Tobacco Securitization Authority            
of Southern California, Tobacco            
Settlement Asset-Backed Bonds            
(San Diego County Tobacco Asset            
Securitization Corporation)   5.00   6/1/37   7,300,000   5,866,572  
Tuolumne Wind Project Authority,            
Revenue (Tuolumne            
Company Project)   5.88   1/1/29   3,500,000   4,194,820  
Colorado—2.8%            
Beacon Point Metropolitan            
District, GO   6.25   12/1/35   2,000,000   2,026,140  
Colorado Educational and Cultural            
Facilities Authority, Charter            
School Revenue (American            
Academy Project)   8.00   12/1/40   3,500,000   4,327,960  
Colorado Health Facilities            
Authority, Revenue (Catholic            
Health Initiatives)   5.00   2/1/41   6,000,000   6,575,460  
Colorado Housing and Finance            
Authority, Single Family            
Program Senior and Subordinate            
Bonds (Collateralized; FHA)   6.60   8/1/32   795,000   850,062  
Southlands Metropolitan District            
Number 1, GO (Prerefunded)   7.13   12/1/14   2,000,000 d   2,292,000  

 

The Fund   9  

 



STATEMENT OF INVESTMENTS (continued)

Long-Term Municipal   Coupon   Maturity   Principal    
Investments (continued)   Rate (%)   Date   Amount ($)   Value ($)  
Delaware—1.0%          
Delaware Economic Development          
Authority, Exempt Facility Revenue          
(Indian River Power LLC Project)   5.38   10/1/45   5,000,000   5,481,500  
Florida—6.5%          
Citizens Property Insurance          
Corporation, Personal Lines          
Account/Commercial          
Lines Account Senior          
Secured Revenue   5.00   6/1/22   5,465,000   6,377,710  
Clearwater,          
Water and Sewer Revenue   5.25   12/1/39   5,000,000   5,726,350  
Greater Orlando Aviation          
Authority, Airport          
Facilities Revenue   6.25   10/1/20   8,000,000   9,968,320  
Mid-Bay Bridge Authority,          
Springing Lien Revenue   7.25   10/1/34   6,000,000   7,664,160  
Saint Johns County Industrial          
Development Authority, Revenue          
(Presbyterian Retirement          
Communities Project)   6.00   8/1/45   6,500,000   7,281,300  
Georgia—7.1%          
Atlanta,          
Airport General Revenue   5.00   1/1/26   5,000,000   5,650,300  
Atlanta,          
Water and Wastewater Revenue   6.00   11/1/27   6,000,000   7,424,940  
Atlanta,          
Water and Wastewater Revenue          
(Insured; Assured Guaranty          
Municipal Corp.)   5.25   11/1/34   4,000,000   4,591,600  
Brooks County Development          
Authority, Senior Health and          
Housing Facilities Revenue          
(Presbyterian Home, Quitman,          
Inc.) (Collateralized; GNMA)   5.70   1/20/39   4,445,000   4,688,897  
DeKalb County Hospital Authority,          
RAC (DeKalb Medical          
Center, Inc. Project)   6.13   9/1/40   7,765,000   9,027,667  

 

10



Long-Term Municipal   Coupon   Maturity   Principal    
Investments (continued)   Rate (%)   Date   Amount ($)   Value ($)  
Georgia (continued)          
Fulton County Development          
Authority, Revenue          
(Georgia Tech North          
Avenue Apartments          
Project) (Insured; XLCA)   5.00   6/1/32   2,300,000   2,479,883  
Georgia Higher Education          
Facilities Authority, Revenue          
(USG Real Estate Foundation I,          
LLC Project) (Insured; Assured          
Guaranty Municipal Corp.)   5.63   6/15/38   6,000,000   6,663,000  
Hawaii—.9%          
Hawaii Department of Budget and          
Finance, Special Purpose          
Revenue (Hawai’i Pacific          
Health Obligated Group)   5.75   7/1/40   4,415,000   4,961,710  
Idaho—.9%          
Power County Industrial          
Development Corporation, SWDR          
(FMC Corporation Project)   6.45   8/1/32   5,000,000   5,008,850  
Illinois—4.1%          
Chicago,          
General Airport Third Lien          
Revenue (Chicago O’Hare          
International Airport)   5.63   1/1/35   5,000,000   5,895,450  
Chicago,          
Sales Tax Revenue   5.25   1/1/38   3,500,000   4,057,130  
Greater Chicago Metropolitan Water          
Reclamation District, GO          
Capital Improvement          
Limited Tax Bonds   5.00   12/1/32   7,500,000   8,836,575  
Railsplitter Tobacco Settlement          
Authority, Tobacco          
Settlement Revenue   6.00   6/1/28   4,000,000   4,721,080  
Indiana—2.4%          
Indiana Finance Authority,          
Educational Facilities Revenue          
(Butler University Project)   5.00   2/1/32   2,110,000   2,278,990  

 

The Fund   11  

 



STATEMENT OF INVESTMENTS (continued)

Long-Term Municipal   Coupon   Maturity   Principal      
Investments (continued)   Rate (%)   Date   Amount ($)     Value ($)  
Indiana (continued)            
Indiana Finance Authority,            
Midwestern Disaster Relief            
Revenue (Ohio Valley Electric            
Corporation Project)   5.00   6/1/39   5,000,000     5,238,000  
Indiana Finance Authority,            
Revenue (Marquette Project)   5.00   3/1/39   1,400,000     1,441,846  
Indianapolis Local Public            
Improvement Bond Bank, Revenue            
(Indianapolis Airport Authority            
Project) (Insured; AMBAC)   5.00   1/1/36   4,500,000     4,710,510  
Iowa—.3%            
Tobacco Settlement Authority of            
Iowa, Tobacco Settlement            
Asset-Backed Bonds   5.60   6/1/34   2,000,000     1,866,800  
Kansas—.2%            
Sedgwick and Shawnee Counties,            
SFMR (Mortgage-Backed Securities            
Program) (Collateralized:            
FNMA and GNMA)   5.70   12/1/35   1,040,000     1,097,418  
Kentucky—.5%            
Louisville/Jefferson County Metro            
Government, Health Facilities            
Revenue (Jewish Hospital and            
Saint Mary’s HealthCare, Inc.            
Project) (Prerefunded)   6.13   2/1/18   2,300,000   d   2,934,593  
Louisiana—2.2%            
Jefferson Parish Hospital Service            
District Number 2, HR (East            
Jefferson General Hospital)   6.25   7/1/31   3,000,000     3,556,530  
Lakeshore Villages Master            
Community Development            
District, Special            
Assessment Revenue   5.25   7/1/17   2,979,000   e   1,192,107  
Louisiana Local Government            
Environmental Facilities and            
Community Development            
Authority, Revenue (Westlake            
Chemical Corporation Projects)   6.75   11/1/32   7,000,000     7,902,580  

 

12



Long-Term Municipal   Coupon   Maturity   Principal      
Investments (continued)   Rate (%)   Date   Amount ($)     Value ($)  
Maine—.7%            
Maine Health and Higher            
Educational Facilities Authority,            
Revenue (MaineGeneral            
Medical Center Issue)   7.50   7/1/32   3,000,000     3,757,770  
Maryland—1.2%            
Maryland Economic Development            
Corporation, Senior Student            
Housing Revenue (University of            
Maryland, Baltimore Project)   5.75   10/1/33   4,590,000     3,570,561  
Maryland Economic Development            
Corporation, Student Housing            
Revenue (University of            
Maryland, College Park            
Project) (Prerefunded)   6.50   6/1/13   3,000,000   d   3,127,530  
Massachusetts—9.7%            
Barclays Capital Municipal Trust            
Receipts (Massachusetts Health            
and Educational Facilities            
Authority, Revenue            
(Massachusetts Institute of            
Technology Issue))   5.00   7/1/38   13,110,000   a,b   15,255,320  
JPMorgan Chase Putters/Drivers            
Trust (Massachusetts,            
Consolidated Loan)   5.00   4/1/19   8,600,000   a,b   10,431,714  
JPMorgan Chase Putters/Drivers            
Trust (Massachusetts Development            
Finance Agency, Revenue            
(Harvard University Issue))   5.25   2/1/34   10,000,000   a,b   12,214,500  
Massachusetts Development Finance            
Agency, Revenue (Partners            
HealthCare System Issue)   5.00   7/1/36   5,000,000     5,660,000  
Massachusetts Health and            
Educational Facilities            
Authority, Revenue (Suffolk            
University Issue)   6.25   7/1/30   5,500,000     6,440,830  
Massachusetts Industrial Finance            
Agency, RRR (Ogden            
Haverhill Project)   5.60   12/1/19   6,000,000     6,029,400  

 

The Fund   13  

 



STATEMENT OF INVESTMENTS (continued)

Long-Term Municipal   Coupon   Maturity   Principal    
Investments (continued)   Rate (%)   Date   Amount ($)   Value ($)  
Michigan—9.5%            
Charyl Stockwell Academy,            
COP   5.90   10/1/35   2,580,000   2,382,062  
Detroit,            
Sewage Disposal System Senior            
Lien Revenue (Insured; Assured            
Guaranty Municipal Corp.)   7.00   7/1/27   2,500,000   3,006,550  
Detroit,            
Sewage Disposal System Senior            
Lien Revenue (Insured; Assured            
Guaranty Municipal Corp.)   7.50   7/1/33   5,700,000   7,192,431  
Detroit,            
Water Supply System Senior            
Lien Revenue   5.00   7/1/31   3,000,000   3,186,600  
Detroit School District,            
School Building and Site            
Improvement Bonds            
(GO—Unlimited Tax) (Insured;            
FGIC) (Prerefunded)   5.00   5/1/13   3,930,000 d   4,041,140  
Detroit Water and Sewerage            
Department, Senior Lien Sewage            
Disposal System Revenue   5.25   7/1/39   2,000,000   2,144,220  
Kent Hospital Finance Authority,            
Revenue (Metropolitan            
Hospital Project)   6.00   7/1/35   2,930,000   3,072,808  
Michigan Hospital Finance            
Authority, HR (Henry Ford            
Health System)   5.63   11/15/29   5,000,000   5,772,550  
Michigan Strategic Fund,            
LOR (The Detroit Edison            
Company Exempt Facilities            
Project) (Insured; XLCA)   5.25   12/15/32   3,000,000   3,010,590  
Michigan Strategic Fund,            
SWDR (Genesee Power            
Station Project)   7.50   1/1/21   10,400,000   10,399,584  
Royal Oak Hospital            
Finance Authority, HR            
(William Beaumont Hospital            
Obligated Group)   8.25   9/1/39   5,500,000   7,106,715  

 

14



Long-Term Municipal   Coupon   Maturity   Principal    
Investments (continued)   Rate (%)   Date   Amount ($)   Value ($)  
Michigan (continued)          
Wayne County Airport Authority,          
Airport Revenue (Detroit          
Metropolitan Wayne County          
Airport) (Insured; National          
Public Finance Guarantee Corp.)   5.00   12/1/34   3,435,000   3,519,295  
Minnesota—2.1%          
Dakota County Community          
Development Agency, SFMR          
(Mortgage-Backed Securities          
Program) (Collateralized:          
FHLMC, FNMA and GNMA)   5.15   12/1/38   1,006,041   1,042,027  
Dakota County Community          
Development Agency, SFMR          
(Mortgage-Backed Securities          
Program) (Collateralized:          
FHLMC, FNMA and GNMA)   5.30   12/1/39   1,095,040   1,167,138  
Minneapolis,          
Health Care System Revenue          
(Fairview Health Services)          
(Insured; Assured Guaranty          
Municipal Corp.)   6.50   11/15/38   5,000,000   6,212,950  
Saint Paul Housing and          
Redevelopment Authority,          
Hospital Facility Revenue          
(HealthEast Project)   5.15   11/15/20   3,310,000   3,480,498  
Mississippi—2.7%          
Mississippi Business Finance          
Corporation, PCR (System          
Energy Resources, Inc. Project)   5.88   4/1/22   9,310,000   9,338,861  
Mississippi Development Bank,          
Special Obligation Revenue          
(Magnolia Regional Health          
Center Project)   6.50   10/1/31   5,000,000   5,981,600  
Missouri—.4%          
Missouri Development Finance          
Board, Infrastructure Facilities          
Revenue (Independence,          
Crackerneck Creek Project)   5.00   3/1/28   2,000,000   2,058,520  

 

The Fund   15  

 



STATEMENT OF INVESTMENTS (continued)

Long-Term Municipal   Coupon   Maturity   Principal      
Investments (continued)   Rate (%)   Date   Amount ($)     Value ($)  
Nevada—1.0%            
Clark County,            
Passenger Facility Charge            
Revenue (Las Vegas-McCarran            
International Airport)   5.00   7/1/30   5,000,000     5,628,550  
New Hampshire—.9%            
New Hampshire Industrial            
Development Authority, PCR            
(Connecticut Light and Power            
Company Project)   5.90   11/1/16   5,000,000     5,002,100  
New Jersey—4.3%            
New Jersey Economic Development            
Authority, Cigarette Tax            
Revenue (Prerefunded)   5.75   6/15/14   5,500,000   d   6,014,910  
New Jersey Economic Development            
Authority, Special Facility            
Revenue (Continental            
Airlines, Inc. Project)   5.13   9/15/23   3,000,000     3,058,980  
New Jersey Higher Education            
Student Assistance Authority,            
Student Loan Revenue (Insured;            
Assured Guaranty Municipal Corp.)   6.13   6/1/30   5,000,000     5,600,300  
Tobacco Settlement Financing            
Corporation of New Jersey,            
Tobacco Settlement            
Asset-Backed Bonds   4.50   6/1/23   2,455,000     2,370,008  
Tobacco Settlement Financing            
Corporation of New Jersey,            
Tobacco Settlement            
Asset-Backed Bonds   5.00   6/1/41   5,500,000     4,594,260  
Tobacco Settlement Financing            
Corporation of New Jersey,            
Tobacco Settlement Asset-Backed            
Bonds (Prerefunded)   7.00   6/1/13   3,140,000   d   3,284,220  
New Mexico—1.5%            
Farmington,            
PCR (Public Service Company of            
New Mexico San Juan Project)   5.90   6/1/40   7,000,000     7,831,810  

 

16



Long-Term Municipal   Coupon   Maturity   Principal      
Investments (continued)   Rate (%)   Date   Amount ($)     Value ($)  
New Mexico (continued)            
New Mexico Mortgage Finance            
Authority, Single Family            
Mortgage Program Revenue            
(Collateralized: FHLMC,            
FNMA and GNMA)   6.15   7/1/35   570,000     608,361  
New York—11.4%            
Barclays Capital Municipal Trust            
Receipts (New York City Municipal            
Water Finance Authority, Water            
and Sewer System General            
Resolution Revenue)   5.00   6/15/39   20,000,000   a,b   22,694,800  
Barclays Capital Municipal Trust            
Receipts (New York City            
Transitional Finance Authority,            
Future Tax Secured            
Subordinate Revenue)   5.50   11/1/27   5,000,000   a,b   6,307,700  
JPMorgan Chase Putters/Drivers            
Trust (New York City            
Transitional Finance Authority,            
Future Tax Secured            
Subordinate Revenue)   5.25   11/1/18   5,000,000   a,b   6,125,900  
Metropolitan Transportation            
Authority, Transportation Revenue   5.00   11/1/28   2,500,000     2,962,425  
New York City Educational            
Construction Fund, Revenue   6.50   4/1/27   4,490,000     5,781,234  
New York City Industrial            
Development Agency, PILOT            
Revenue (Yankee Stadium            
Project) (Insured; Assured            
Guaranty Municipal Corp.)   7.00   3/1/49   5,000,000     6,146,600  
New York City Transitional Finance            
Authority, Future Tax Secured            
Subordinate Revenue   5.00   11/1/38   10,000,000     11,568,000  
New York State Dormitory            
Authority, Revenue (Orange            
Regional Medical Center            
Obligated Group)   6.13   12/1/29   1,625,000     1,799,070  

 

The Fund   17  

 



STATEMENT OF INVESTMENTS (continued)

Long-Term Municipal   Coupon   Maturity   Principal      
Investments (continued)   Rate (%)   Date   Amount ($)     Value ($)  
New York (continued)            
Port Authority of New York and            
New Jersey, Special Project            
Bonds (JFK International Air            
Terminal LLC Project)   6.00   12/1/36   2,000,000     2,348,340  
Ohio—4.1%            
Buckeye Tobacco Settlement            
Financing Authority, Tobacco            
Settlement Asset-Backed Bonds   5.88   6/1/30   3,000,000     2,486,940  
Buckeye Tobacco Settlement            
Financing Authority, Tobacco            
Settlement Asset-Backed Bonds   5.88   6/1/47   2,300,000     1,861,482  
Butler County,            
Hospital Facilities Revenue            
(UC Health)   5.50   11/1/40   3,500,000     3,894,275  
Canal Winchester Local School District,            
School Facilities Construction            
and Improvement and Advance            
Refunding Bonds (GO—Unlimited Tax)            
(Insured; National Public Finance            
Guarantee Corp.)   0.00   12/1/29   3,955,000   c   2,052,764  
Canal Winchester Local School District,            
School Facilities Construction and            
Improvement and Advance Refunding            
Bonds (GO—Unlimited Tax) (Insured;            
National Public Finance            
Guarantee Corp.)   0.00   12/1/31   3,955,000   c   1,852,403  
Ohio Air Quality Development            
Authority, Air Quality Revenue            
(Ohio Valley Electric            
Corporation Project)   5.63   10/1/19   1,900,000     2,214,431  
Port of Greater Cincinnati            
Development Authority, Tax            
Increment Development Revenue            
(Fairfax Village Red Bank            
Infrastructure Project)   5.63   2/1/36   3,000,000   b   2,546,880  
Toledo-Lucas County Port            
Authority, Airport Revenue            
(Baxter Global Project)   6.25   11/1/13   1,500,000     1,505,385  

 

18



Long-Term Municipal   Coupon   Maturity   Principal      
Investments (continued)   Rate (%)   Date   Amount ($)     Value ($)  
Ohio (continued)            
Toledo-Lucas County Port            
Authority, Special Assessment            
Revenue (Crocker Park Public            
Improvement Project)   5.38   12/1/35   5,000,000     5,132,250  
Oregon—.6%            
Warm Springs Reservation            
Confederated Tribes,            
Hydroelectric Revenue (Pelton            
Round Butte Project)   6.38   11/1/33   3,300,000     3,494,469  
Pennsylvania—1.3%            
JPMorgan Chase Putters/Drivers            
Trust (Geisinger Authority,            
Health System Revenue            
(Geisinger Health System))   5.13   6/1/35   3,000,000   a,b   3,382,230  
Philadelphia,            
GO   6.50   8/1/41   3,550,000     4,349,709  
Rhode Island—1.1%            
Rhode Island Health and            
Educational Building            
Corporation, Hospital            
Financing Revenue (Lifespan            
Obligated Group Issue)            
(Insured; Assured Guaranty            
Municipal Corp.)   7.00   5/15/39   5,000,000     6,073,800  
South Carolina—4.1%            
Barclays Capital Municipal Trust            
Receipts (Columbia, Waterworks            
and Sewer System Revenue)   5.00   2/1/40   10,000,000   a,b   11,525,700  
South Carolina Public Service            
Authority, Revenue Obligations   5.50   1/1/38   10,000,000     11,905,000  
Tennessee—3.4%            
Barclays Capital Municipal Trust            
Receipts (Rutherford County            
Health and Educational            
Facilities Board, Revenue            
(Ascension Health Senior            
Credit Group))   5.00   11/15/40   10,000,000   a,b   11,108,800  

 

The Fund   19  

 



STATEMENT OF INVESTMENTS (continued)

Long-Term Municipal   Coupon   Maturity   Principal    
Investments (continued)   Rate (%)   Date   Amount ($)   Value ($)  
Tennessee (continued)            
Metropolitan Government of            
Nashville and Davidson County            
Health and Educational            
Facilities Board, Revenue            
(The Vanderbilt University)   5.50   10/1/34   7,000,000   8,364,720  
Texas—12.8%            
Barclays Capital Municipal Trust            
Receipts (Leander Independent            
School District, Unlimited Tax            
School Building Bonds            
(Permanent School Fund            
Guarantee Program))   5.00   8/15/40   8,510,000 a,b   9,552,007  
Clifton Higher Education Finance            
Corporation, Education Revenue            
(Uplift Education)   6.00   12/1/30   2,500,000   2,885,125  
Dallas and Fort Worth,            
Joint Improvement Revenue            
(Dallas/Fort Worth            
International Airport)   5.00   11/1/42   3,500,000   3,785,250  
Dallas and Fort Worth,            
Joint Revenue (Dallas/Fort            
Worth International Airport)            
(Insured; National Public            
Finance Guarantee Corp.)   6.25   11/1/28   1,240,000   1,240,521  
Dallas Area Rapid Transit,            
Senior Lien Sales Tax Revenue   5.25   12/1/48   10,000,000   11,603,200  
Gulf Coast Industrial Development            
Authority, SWDR (CITGO            
Petroleum Corporation Project)   4.88   5/1/25   1,000,000   1,007,170  
Harris County Health Facilities            
Development Corporation, HR            
(Memorial Hermann            
Healthcare System)   7.25   12/1/35   2,000,000   2,511,040  
Houston,            
Combined Utility System First            
Lien Revenue (Insured; Assured            
Guaranty Municipal Corp.)   6.00   11/15/36   5,000,000   6,081,750  
North Texas Tollway Authority,            
First Tier System Revenue            
(Insured; Assured Guaranty            
Municipal Corp.)   5.75   1/1/40   10,300,000   11,898,251  

 

20



Long-Term Municipal   Coupon   Maturity   Principal      
Investments (continued)   Rate (%)   Date   Amount ($)     Value ($)  
Texas (continued)            
North Texas Tollway Authority,            
Second Tier System Revenue   5.75   1/1/38   5,500,000     6,076,785  
Pasadena Independent School            
District, Unlimited Tax            
School Building Bonds            
(Permanent School Fund            
Guarantee Program)   5.00   2/15/31   3,175,000     3,860,165  
Sam Rayburn Municipal Power            
Agency, Power Supply            
System Revenue   5.75   10/1/21   6,000,000     6,002,760  
Texas Department of Housing            
and Community Affairs,            
Home Mortgage Revenue            
(Collateralized: FHLMC,            
FNMA and GNMA)   13.30   7/2/24   450,000   f   473,202  
Texas Turnpike Authority,            
Central Texas Turnpike System            
Revenue (Insured; AMBAC)   5.75   8/15/38   7,100,000     7,158,433  
Virginia—4.7%            
Barclays Capital Municipal Trust            
Receipts (Virginia Small            
Business Financing Authority,            
Health Care Facilities Revenue            
(Sentara Healthcare))   5.00   11/1/40   10,000,000   a,b   11,087,100  
Virginia Commonwealth            
Transportation Board,            
Transportation Capital            
Projects Revenue   5.00   5/15/21   8,565,000     10,881,490  
Virginia Commonwealth            
Transportation Board,            
Transportation Capital            
Projects Revenue   5.00   5/15/22   3,840,000     4,917,658  
Washington—4.7%            
Barclays Capital Municipal Trust            
Receipts (King County,            
Limited Tax GO (Payable            
from Sewer Revenues))   5.13   1/1/33   10,000,000   a,b   11,809,400  
Barclays Capital Municipal Trust            
Receipts (King County,            
Sewer Revenue)   5.00   1/1/29   3,998,716   a,b   4,738,676  

 

The Fund   21  

 



STATEMENT OF INVESTMENTS (continued)

Long-Term Municipal   Coupon   Maturity   Principal    
Investments (continued)   Rate (%)   Date   Amount ($)   Value ($)  
Washington (continued)          
Washington Health Care Facilities          
Authority, Mortgage Revenue          
(Highline Medical Center)          
(Collateralized; FHA)   6.25   8/1/36   5,975,000   7,009,930  
Washington Higher Education          
Facilities Authority, Revenue          
(Seattle University Project)          
(Insured; AMBAC)   5.25   11/1/37   3,000,000   3,261,030  
West Virginia—.8%          
The County Commission of Harrison          
County, SWDR (Allegheny Energy          
Supply Company, LLC Harrison          
Station Project)   5.50   10/15/37   2,000,000   2,106,880  
West Virginia Water Development          
Authority, Water Development          
Revenue (Insured; AMBAC)   6.38   7/1/39   2,250,000   2,282,153  
Wisconsin—1.1%          
Public Finance Agency,          
Senior Airport Facilities          
Revenue (Transportation          
Infrastructure Properties, LLC          
Obligated Group)   5.00   7/1/42   4,000,000   4,030,440  
Wisconsin Health and Educational          
Facilities Authority, Revenue          
(Aurora Health Care, Inc.)   6.40   4/15/33   2,000,000   2,033,360  
Wyoming—1.0%          
Wyoming Municipal Power          
Agency, Power Supply          
System Revenue   5.50   1/1/33   2,360,000   2,646,740  
Wyoming Municipal Power          
Agency, Power Supply          
System Revenue   5.38   1/1/42   2,750,000   3,021,150  

 

22



Long-Term Municipal   Coupon   Maturity   Principal    
Investments (continued)   Rate (%)   Date   Amount ($)   Value ($)  
U.S. Related—7.3%          
Guam,          
LOR (Section 30)   5.75   12/1/34   2,000,000   2,252,820  
Guam Housing Corporation,          
SFMR (Guaranteed          
Mortgage-Backed          
Securities Program)          
(Collateralized; FHLMC)   5.75   9/1/31   965,000   1,212,030  
Guam Waterworks Authority,          
Water and Wastewater          
System Revenue   5.63   7/1/40   2,000,000   2,113,620  
Puerto Rico Aqueduct and Sewer          
Authority, Senior Lien Revenue   5.13   7/1/37   7,500,000   7,447,350  
Puerto Rico Commonwealth,          
Public Improvement GO   5.50   7/1/32   2,000,000   2,107,060  
Puerto Rico Commonwealth,          
Public Improvement GO   6.00   7/1/39   1,610,000   1,702,639  
Puerto Rico Commonwealth,          
Public Improvement GO   6.50   7/1/40   2,390,000   2,707,679  
Puerto Rico Electric Power          
Authority, Power Revenue   5.25   7/1/40   2,500,000   2,519,600  
Puerto Rico Sales Tax Financing          
Corporation, Sales Tax Revenue          
(First Subordinate Series)   5.38   8/1/38   5,000,000   5,349,150  
Puerto Rico Sales Tax Financing          
Corporation, Sales Tax Revenue          
(First Subordinate Series)   5.38   8/1/39   2,500,000   2,661,850  
Puerto Rico Sales Tax Financing          
Corporation, Sales Tax Revenue          
(First Subordinate Series)   6.00   8/1/42   11,000,000   12,217,920  
Total Long-Term Municipal Investments        
(cost $763,286,528)         849,954,673  

 

The Fund   23  

 



STATEMENT OF INVESTMENTS (continued)

Short-Term Municipal   Coupon   Maturity   Principal        
Investments—.7%   Rate (%)   Date   Amount ($)     Value ($)  
New York;                
New York City,                
GO Notes (LOC; JPMorgan                
Chase Bank)   0.17   10/1/12   700,000   g   700,000  
New York City,                
GO Notes (LOC; JPMorgan                
Chase Bank)   0.19   10/1/12   500,000   g   500,000  
New York City,                
GO Notes (LOC; JPMorgan                
Chase Bank)   0.19   10/1/12   100,000   g   100,000  
New York City,                
GO Notes (LOC; JPMorgan                
Chase Bank)   0.19   10/1/12   2,500,000   g   2,500,000  
Total Short-Term Municipal Investments              
(cost $3,800,000)             3,800,000  
 
Total Investments (cost $767,086,528)       148.8 %     853,754,673  
Liabilities, Less Cash and Receivables       (11.5 %)     (66,095,749 )  
Preferred Stock, at redemption value       (37.3 %)     (213,750,000 )  
 
Net Assets Applicable to Common Shareholders     100.0 %     573,908,924  

 

a Collateral for floating rate borrowings.  
b Securities exempt from registration pursuant to Rule 144A under the Securities Act of 1933.These securities may be  
resold in transactions exempt from registration, normally to qualified institutional buyers.At September 30, 2012,  
these securities were valued at $176,505,331 or 30.8% of net assets applicable to Common Shareholders.  
c Security issued with a zero coupon. Income is recognized through the accretion of discount.  
d These securities are prerefunded; the date shown represents the prerefunded date. Bonds which are prerefunded are  
collateralized by U.S. Government securities which are held in escrow and are used to pay principal and interest on  
the municipal issue and to retire the bonds in full at the earliest refunding date.  
e Non-income producing security; interest payments in default.  
f Inverse floater security—the interest rate is subject to change periodically. Rate shown is the interest rate in effect at  
September 30, 2012.  
g Variable rate demand note—rate shown is the interest rate in effect at September 30, 2012. Maturity date represents  
the next demand date, or the ultimate maturity date if earlier.  

 

24



Summary of Abbreviations      
 
ABAG   Association of Bay Area   ACA   American Capital Access  
  Governments      
AGC   ACE Guaranty Corporation   AGIC   Asset Guaranty Insurance Company  
AMBAC   American Municipal Bond   ARRN   Adjustable Rate  
  Assurance Corporation     Receipt Notes  
BAN   Bond Anticipation Notes   BPA   Bond Purchase Agreement  
CIFG   CDC Ixis Financial Guaranty   COP   Certificate of Participation  
CP   Commercial Paper   DRIVERS   Derivative Inverse  
      Tax-Exempt Receipts  
EDR   Economic Development   EIR   Environmental Improvement  
  Revenue     Revenue  
FGIC   Financial Guaranty   FHA   Federal Housing  
  Insurance Company     Administration  
FHLB   Federal Home   FHLMC   Federal Home Loan Mortgage  
  Loan Bank     Corporation  
FNMA   Federal National   GAN   Grant Anticipation Notes  
  Mortgage Association      
GIC   Guaranteed Investment   GNMA   Government National Mortgage  
  Contract     Association  
GO   General Obligation   HR   Hospital Revenue  
IDB   Industrial Development Board   IDC   Industrial Development Corporation  
IDR   Industrial Development   LIFERS   Long Inverse Floating  
  Revenue     Exempt Receipts  
LOC   Letter of Credit   LOR   Limited Obligation Revenue  
LR   Lease Revenue   MERLOTS   Municipal Exempt Receipt  
      Liquidity Option Tender  
MFHR   Multi-Family Housing Revenue   MFMR   Multi-Family Mortgage Revenue  
PCR   Pollution Control Revenue   PILOT   Payment in Lieu of Taxes  
P-FLOATS   Puttable Floating Option   PUTTERS   Puttable Tax-Exempt Receipts  
  Tax-Exempt Receipts      
RAC   Revenue Anticipation Certificates   RAN   Revenue Anticipation Notes  
RAW   Revenue Anticipation Warrants   ROCS   Reset Options Certificates  
RRR   Resources Recovery Revenue   SAAN   State Aid Anticipation Notes  
SBPA   Standby Bond Purchase Agreement   SFHR   Single Family Housing Revenue  
SFMR   Single Family Mortgage Revenue   SONYMA   State of New York Mortgage Agency  
SPEARS   Short Puttable Exempt   SWDR   Solid Waste Disposal Revenue  
  Adjustable Receipts      
TAN   Tax Anticipation Notes   TAW   Tax Anticipation Warrants  
TRAN   Tax and Revenue Anticipation Notes   XLCA   XL Capital Assurance  

 

The Fund   25  

 



STATEMENT OF INVESTMENTS (continued)

Summary of Combined Ratings (Unaudited)    
 
Fitch   or   Moody’s   or   Standard & Poor’s   Value (%)  
AAA     Aaa     AAA   11.3  
AA     Aa     AA   31.2  
A     A     A   26.6  
BBB     Baa     BBB   20.1  
BB     Ba     BB   3.2  
B     B     B   2.8  
F1     MIG1/P1     SP1/A1   .1  
Not Rated h     Not Rated h     Not Rated h   4.7  
          100.0  

 

† Based on total investments.  
h Securities which, while not rated by Fitch, Moody’s and Standard & Poor’s, have been determined by the Manager to  
be of comparable quality to those rated securities in which the fund may invest.  

 

See notes to financial statements.

26



STATEMENT OF ASSETS AND LIABILITIES  
September 30, 2012  

 

  Cost   Value  
Assets ($):        
Investments in securities—See Statement of Investments   767,086,528   853,754,673  
Interest receivable     13,173,920  
Prepaid expenses     45,680  
    866,974,273  
Liabilities ($):        
Due to The Dreyfus Corporation and affiliates—Note 2(b)     427,849  
Cash overdraft due to Custodian     2,666,508  
Payable for floating rate notes issued—Note 3     74,886,216  
Payable for investment securities purchased     1,000,000  
Interest and expense payable related to        
floating rate notes issued—Note 3     180,802  
Commissions payable—Note 1     28,637  
Dividends payable to Preferred Shareholders     8,000  
Accrued expenses     117,337  
    79,315,349  
Auction Preferred Stock, Series M,T,W,Th and F, par value $.001      
per share (8,550 shares issued and outstanding at $25,000        
per share liquidation preference)—Note 1     213,750,000  
Net Assets applicable to Common Shareholders ($)     573,908,924  
Composition of Net Assets ($):        
Common Stock, par value, $.001 per share        
(61,677,040 shares issued and outstanding)     61,677  
Paid-in capital     534,305,463  
Accumulated undistributed investment income—net     8,181,431  
Accumulated net realized gain (loss) on investments     (55,307,792 )  
Accumulated net unrealized appreciation        
(depreciation) on investments     86,668,145  
Net Assets applicable to Common Shareholders ($)     573,908,924  
Shares Outstanding        
(500 million shares authorized)     61,677,040  
Net Asset Value, per share of Common Stock ($)     9.31  
 
See notes to financial statements.        

 

The Fund   27  

 



STATEMENT OF OPERATIONS  
Year Ended September 30, 2012  

 

Investment Income ($):      
Interest Income   42,094,759  
Expenses:      
Management fee—Note 2(a)   5,676,353  
Interest and expense related to floating rate notes issued—Note 3   541,347  
Commission fees—Note 1   359,520  
Directors’ fees and expenses—Note 2(c)   96,156  
Shareholders’ reports   91,314  
Professional fees   77,413  
Shareholder servicing costs—Note 2(b)   66,787  
Custodian fees—Note 2(b)   56,194  
Registration fees   46,079  
Miscellaneous   69,895  
Total Expenses   7,081,058  
Less—reduction in expenses due to undertaking—Note 2(a)   (756,847 )  
Net Expenses   6,324,211  
Investment Income—Net   35,770,548  
Realized and Unrealized Gain (Loss) on Investments—Note 3 ($):      
Net realized gain (loss) on investments   5,151,322  
Net realized gain (loss) on swap transactions   42,976  
Net Realized Gain (Loss)   5,194,298  
Net unrealized appreciation (depreciation) on investments   50,706,581  
Net Realized and Unrealized Gain (Loss) on Investments   55,900,879  
Dividends to Preferred Shareholders   (517,363 )  
Net Increase in Net Assets Resulting from Operations   91,154,064  
 
See notes to financial statements.      

 

28



STATEMENT OF CASH FLOWS  
Year Ended September 30, 2012  

 

Cash Flows from Operating Activities ($):          
Interest received   43,841,427      
Operating expenses paid   (5,846,335 )      
Dividends paid to Preferred Shareholders   (513,736 )      
Purchases of portfolio securities   (147,875,234 )      
Net sales of short-term portfolio securities   735,000      
Proceeds from sales of portfolio securities   143,126,941      
Net proceeds from swap transactions   42,976      
      33,511,039  
Cash Flows from Financing Activities ($):          
Dividends paid to Common Shareholders   (32,643,983 )      
Interest and expense related to          
floating rate notes issued   (540,660 )   (33,184,643 )  
Increase in cash       326,396  
Cash overdraft at beginning of period       (2,992,904 )  
Cash overdraft at end of period       (2,666,508 )  
Reconciliation of Net Increase in Net Assets Applicable to          
Common Shareholders Resulting from Operations to          
Net Cash Provided by Operating Activities ($):          
Net Increase in Net Assets Applicable to Common          
Shareholders Resulting From Operations       91,154,064  
Adjustments to reconcile net increase in net assets applicable to      
Common Shareholders resulting from operations to          
net cash provided by operating activities ($):          
Increase in investments in securities, at cost       (8,219,316 )  
Decrease in receivable for investment securities sold       506,101  
Decrease in payable for investment securities purchased       (1,451,400 )  
Decrease in interest receivable       589,774  
Decrease in commissions payable and accrued expenses       (44,178 )  
Increase in prepaid expenses       (8,037 )  
Decrease in Due to The Dreyfus Corporation and affiliates       (11,256 )  
Increase in dividends payable to Preferred Shareholders       3,627  
Interest and expenses related to floating rate notes issued       541,347  
Net unrealized appreciation on investments       (50,706,581 )  
Net amortization of premiums on investments       1,156,894  
Net Cash Provided by Operating Activities       33,511,039  
Supplemental disclosure of cash flow information ($):          
Non-cash financing activities:          
Reinvestment of dividends       3,502,182  
 
See notes to financial statements.          

 

The Fund   29  

 



STATEMENT OF CHANGES IN NET ASSETS

  Year Ended September 30,  
  2012   2011  
Operations ($):          
Investment income—net   35,770,548   36,731,618  
Net realized gain (loss) on investments   5,194,298   (10,313,792 )  
Net unrealized appreciation          
(depreciation) on investments   50,706,581   (4,208,833 )  
Dividends to Preferred Shareholders   (517,363 )   (751,790 )  
Net Increase (Decrease) in Net Assets          
Resulting from Operations   91,154,064   21,457,203  
Dividends to Common Shareholders from ($):          
Investment income—net   (36,146,165 )   (35,988,735 )  
Capital Stock Transactions ($):          
Dividends reinvested   3,502,182   1,323,153  
Total Increase (Decrease) in Net Assets   58,510,081   (13,208,379 )  
Net Assets ($):          
Beginning of Period   515,398,843   528,607,222  
End of Period   573,908,924   515,398,843  
Undistributed investment income—net   8,181,431   9,261,419  
Capital Share Transactions (Shares):          
Increase in Shares Outstanding as          
a Result of Dividends Reinvested   398,049   167,099  
 
See notes to financial statements.          

 

30



FINANCIAL HIGHLIGHTS

The following table describes the performance for the fiscal periods indicated.Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements and, with respect to common stock, market price data for the fund’s common shares.

      Year Ended September 30,      
  2012   2011   2010   2009   2008  
Per Share Data ($):                      
Net asset value, beginning of period   8.41   8.65   8.47   7.88   9.12  
Investment Operations:                      
Investment income—net a   .58   .60   .62   .67   .68  
Net realized and unrealized                      
gain (loss) on investments   .92   (.24 )   .15   .48   (1.25 )  
Dividends to Preferred Shareholders                      
from investment income—net   (.01 )   (.01 )   (.02 )   (.06 )   (.17 )  
Total from Investment Operations   1.49   .35   .75   1.09   (.74 )  
Distributions to Common Shareholders:                      
Dividends from investment income—net   (.59 )   (.59 )   (.57 )   (.50 )   (.50 )  
Net asset value, end of period   9.31   8.41   8.65   8.47   7.88  
Market value, end of period   10.02   8.50   9.02   7.91   6.75  
Total Return (%) b   25.98   1.32   22.13   26.05   (18.00 )  

 

The Fund   31  

 



FINANCIAL HIGHLIGHTS (continued)

    Year Ended September 30,    
  2012   2011   2010   2009   2008  
Ratios/Supplemental Data (%):            
Ratio of total expenses to average            
net assets applicable to            
Common Stock c   1.30   1.40   1.40   1.50   1.58  
Ratio of net expenses to average            
net assets applicable to            
Common Stock c   1.16   1.26   1.24   1.34   1.42  
Ratio of interest and expense related            
to floating rate notes issued            
to average net assets applicable            
to Common Stock c   .10   .10   .05     .17  
Ratio of net investment income            
to average net assets applicable            
to Common Stock c   6.59   7.51   7.43   9.09   7.79  
Ratio of total expenses            
to total average net assets   .94   .96   .92   .92   1.03  
Ratio of net expenses            
to total average net assets   .84   .86   .82   .82   .92  
Ratio of interest and expense related            
to floating rate notes issued            
to total average net assets   .07   .07   .03     .11  
Ratio of net investment income            
to total average net assets   4.73   5.18   4.89   5.57   5.07  
Portfolio Turnover Rate   19.16   17.81   24.41   28.72   48.60  
Asset coverage of Preferred Stock,            
end of period   368   341   324   281   268  
Net Assets, net of Preferred Stock,            
end of period ($ x 1,000)   573,909   515,399   528,607   514,786   478,586  
Preferred Stock outstanding,            
end of period ($ x 1,000)   213,750   213,750   235,750   285,000   285,000  

 

a   Based on average common shares outstanding at each month end.  
b   Calculated based on market value.  
c   Does not reflect the effect of dividends to Preferred Shareholders.  

 

See notes to financial statements.

32



NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Strategic Municipals, Inc. (the “fund”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified closed-end management investment company.The fund’s investment objective is to maximize current income exempt from federal income tax to the extent consistent with the preservation of capital.The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser.The fund’s Common Stock trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol LEO.

The fund has outstanding 1,710 shares of Series M, Series T, Series W, Series TH and Series F for a total of 8,550 shares of Auction Preferred Stock (“APS”), with a liquidation preference of $25,000 per share (plus an amount equal to accumulated but unpaid dividends upon liquida-tion).APS dividend rates are determined pursuant to periodic auctions or by reference to a market rate. Deutsche Bank Trust Company America, as Auction Agent, receives a fee from the fund for its services in connection with such auctions.The fund also compensates broker-dealers generally at an annual rate of .15%-.25% of the purchase price of the shares of APS.

The fund is subject to certain restrictions relating to the APS. Failure to comply with these restrictions could preclude the fund from declaring any distributions to common shareholders or repurchasing common shares and/or could trigger the mandatory redemption of APS at liquidation value.Thus, redemptions of APS may be deemed to be outside of the control of the fund.

The Fund   33  

 



NOTES TO FINANCIAL STATEMENTS (continued)

The holders of the APS, voting as a separate class, have the right to elect at least two directors.The holders of the APS will vote as a separate class on certain other matters, as required by law. The fund has designated Robin A. Melvin and John E. Zuccotti as directors to be elected by the holders of APS.

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

(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to 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.

34



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 each business day by an independent pricing service (the “Service”) approved by the fund’s Board of Directors (the “Board”). Investments for which quoted bid prices are readily available and are representative of the bid side of the market in the judgment of the Service are valued at the mean between the quoted bid prices (as obtained by the Service from dealers in such securities) and asked prices (as calculated by the Service based upon its evaluation of the market for such securities). Other investments (which constitute a majority of the portfolio securities) are carried at fair value as determined by the Service, based on methods which include consideration of the following: yields or prices of municipal securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. All of the preceding securities are categorized within Level 2 of the fair value hierarchy. Investments in swap transactions are valued each business day by the Service. Swaps are valued by the Service by using a swap pricing model which incorporates

The Fund   35  

 



NOTES TO FINANCIAL STATEMENTS (continued)

among other factors, default probabilities, recovery rates, credit curves of the underlying issuer and swap spreads on interest rates.These securities are generally categorized within Level 2 of the fair value hierarchy.

The Service’s procedures are reviewed by Dreyfus under the general supervision of the Board.

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, 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 as Level 2 or 3 depending on the relevant inputs used.

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

The following is a summary of the inputs used as of September 30, 2012 in valuing the fund’s investments:

    Level 2—Other   Level 3—      
  Level 1—   Significant   Significant      
  Unadjusted   Observable   Unobservable      
  Quoted Prices   Inputs   Inputs   Total  
Assets ($)              
Investments in Securities:            
Municipal Bonds     853,754,673     853,754,673  
Liabilities ($)              
Floating Rate Notes     (74,886,216 )     (74,886,216 )  

 

  Certain of the fund’s liabilities are held at carrying amount, which approximates fair value for  
  financial reporting purposes.  

 

36



At September 30, 2012, there were no transfers between Level 1 and Level 2 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. Interest income, adjusted for accretion of discount and amortization of premium on investments, is earned from settlement date and recognized on the accrual basis. Securities purchased or sold on a when issued or delayed delivery basis may be settled a month or more after the trade date.

(c) Dividends to shareholders of Common Stock (“Common Shareholders(s)”): Dividends are recorded on the ex-dividend date. Dividends from investment income-net are declared and paid monthly. 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.

For Common Shareholders who elect to receive their distributions in additional shares of the fund, in lieu of cash, such distributions will be reinvested at the lower of the market price or net asset value per share (but not less than 95% of the market price) in additional shares of the fund at the lower of prevailing market price or net asset value (but not less than 95% of market value at the time of valuation) unless such Common Shareholder elects to receive cash as provided below. If market price is equal to or exceeds net asset value, shares will be issued at net asset value. If net asset value exceeds market price or if a cash dividend only is declared, Computershare Shareowner Services LLC (“Computershare”), the fund’s transfer agent, will buy fund shares in the open market.

The Fund   37  

 



NOTES TO FINANCIAL STATEMENTS (continued)

On September 27, 2012, the Board declared a cash dividend of $.049 per share from investment income-net, payable on October 31, 2012 to Common Shareholders of record as of the close of business on October 12, 2012.

(d) Dividends to shareholders of APS: Dividends, which are cumulative, are generally reset every 7 days for each Series of APS pursuant to a process specified in related fund charter documents. Dividend rates as of September 30, 2012, for each Series of APS were as follows: Series M-0.274%, Series T-0.274%, Series W-0.274%, Series TH-0.274% and Series F-0.274%.These rates reflect the “maximum rates” under the governing instruments as a result of “failed auctions” in which sufficient clearing bids are not received. The average dividend rates for the period ended September 30, 2012 for each Series of APS were as follows: Series M-0.24%, Series T-0.24%, Series W-0.24%, Series TH-0.24% and Series F-0.24%.

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, which can distribute tax-exempt dividends, by complying with the applicable provisions of the Code, and to make distributions of income and net realized capital gain sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended September 30, 2012, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period, the fund did not incur any interest or penalties.

Each of the tax years in the four-year period ended September 30, 2012 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At September 30, 2012, the components of accumulated earnings on a tax basis were as follows: tax-exempt income $9,128,311, accumulated capital losses $55,684,767 and unrealized appreciation $87,045,120.

38



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 September 30, 2012. If not applied, $264,789 of the carryover expires in fiscal year 2016, $9,875,465 expires in fiscal year 2017, $32,540,019 expires in fiscal year 2018 and $6,369,224 expires in fiscal year 2019.The fund has $2,783,034 of post-enactment short-term capital losses and $3,852,236 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 September 30, 2012 and September 30, 2011 were as follows: tax-exempt income $36,538,290 and $36,656,908 and ordinary income $125,238 and $83,617, respectively.

During the period ended September 30, 2012, as a result of permanent book to tax differences, primarily due to the tax treatment for amortization adjustments and capital loss carryover expiration, the fund decreased accumulated undistributed investment income-net by $187,008, increased accumulated net realized gain (loss) on investments by $27,300,498 and decreased paid-in capital by $27,113,490. Net assets and net asset value per share were not affected by this reclassification.

(f) New Accounting Pronouncement: In December 2011, FASB issued Accounting Standards Update No. 2011-11 “Disclosures about

The Fund   39  

 



NOTES TO FINANCIAL STATEMENTS (continued)

Offsetting Assets and Liabilities” (“ASU 2011-11”). These disclosure requirements are intended to help investors and other financial statement users to better assess the effect or potential effect of offsetting arrangements on a company’s financial position.They also improve transparency in the reporting of how companies mitigate credit risk, including disclosure of related collateral pledged or received. In addition,ASU 2011-11 facilitates comparison between those entities that prepare their financial statements on the basis of GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards (“IFRS”). ASU 2011-11 requires entities to: disclose both gross and net information about both instruments and transactions eligible for offset in the financial statements; and disclose instruments and transactions subject to an agreement similar to a master netting agreement. ASU 2011-11 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods.At this time, management is evaluating the implications of ASU 2011-11 and its impact on the fund’s financial statement disclosures.

NOTE 2—Management Fee and Other Transactions With Affiliates:

(a) Pursuant to a management agreement (“Agreement”) with the Manager, the management fee is computed at the annual rate of .75% of the value of the fund’s average weekly net assets, inclusive of the outstanding APS, and is payable monthly.The Agreement provides for an expense reimbursement from the Manager should the fund’s aggregate expenses, exclusive of taxes, interest on borrowings, brokerage and extraordinary expenses, in any full fiscal year exceed the lesser of (1) the expense limitation of any state having jurisdiction over the fund or (2) 2% of the first $10 million, 1 1 / 2 % of the next $20 million and 1% of the excess over $30 million of the average weekly value of the fund’s net assets.The Manager has currently undertaken for the period from October 1, 2011 through May 31, 2013, to waive receipt of a portion of the fund’s management fee, in the amount of .10% of the value of the fund’s average weekly net assets (including

40



net assets representing APS outstanding).The reduction in expenses, pursuant to the undertaking, amounted to $756,847 during the period ended September 30, 2012.

(b) For the period from October 1, 2011 to December 31, 2011, the fund compensated BNY Mellon Shareowner Services LLC, an affiliate of the Manager, under a transfer agency agreement for performing transfer agency services for the fund. During the period ended December 31, 2011, the fund was charged $32,477 pursuant to the transfer agency agreement with BNY Mellon Shareowner Services LLC, which is included in Shareholder servicing costs in the Statement of Operations. Effective January 1, 2012, Computershare acquired BNY Mellon Shareowner Services LLC and is performing the transfer agency services for the fund. Computershare is not affiliated with the Manager.

The fund compensates The Bank of NewYork Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, under a custody agreement for providing custodial services to the fund. During the period ended September 30, 2012, the fund was charged $56,194 pursuant to the custody agreement.

The fund has an arrangement with the custodian bank whereby the fund receives earnings credits from the custodian when positive cash balances are maintained, which are used to offset custody fees. For financial reporting purposes, the fund includes net earnings credits, as an expense offset in the Statement of Operations.

During the period ended September 30, 2012, the fund was charged $8,384 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 $471,568, custodian fees $18,400 and chief compliance officer fees $1,991 which are offset against an expense reimbursement currently in effect in the amount of $64,110.

The Fund   41  

 



NOTES TO FINANCIAL STATEMENTS (continued)

(c) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

NOTE 3—Securities Transactions and Swap Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and swap transactions, during the period ended September 30, 2012, amounted to $146,423,834 and $142,620,840, respectively.

Inverse Floater Securities: The fund participates in secondary inverse floater structures in which fixed-rate, tax-exempt municipal bonds are transferred to a trust.The trust subsequently issues two or more variable rate securities that are collateralized by the cash flows of the fixed-rate, tax-exempt municipal bonds. One or more of these variable rate securities pays interest based on a short-term floating rate set by a remarketing agent at predetermined intervals.A residual interest tax-exempt security is also created by the trust, which is transferred to the fund, and is paid interest based on the remaining cash flow of the trust, after payment of interest on the other securities and various expenses of the trust.

The fund accounts for the transfer of bonds to the trust as secured borrowings, with the securities transferred remaining in the fund’s investments, and the related floating rate certificate securities reflected as fund liabilities in the Statement of Assets and Liabilities.

The average amount of borrowings outstanding under the inverse floater structure during the period ended September 30, 2012 was approximately $74,886,200, with a related weighted average annualized interest rate of .72%.

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 September 30, 2012 is discussed below.

42



Swap Transactions: The fund enters into swap agreements to exchange the interest rate on, or return generated by, one nominal instrument for the return generated by another nominal instrument.The fund enters into these agreements to hedge certain market or interest rate risks, to manage the interest rate sensitivity (sometimes called duration) of fixed income securities, to provide a substitute for purchasing or selling particular securities or to increase potential returns.

The fund accrues for the interim payments on swap contracts on a daily basis, with the net amount recorded within unrealized appreciation (depreciation) on swap contracts in the Statement of Assets and Liabilities. Once the interim payments are settled in cash, the net amount is recorded as a realized gain (loss) on swaps, in addition to realized gain (loss) recorded upon the termination of swap contracts in the Statement of Operations. Upfront payments made and/or received by the fund, are recorded as an asset and/or liability in the Statement of Assets and Liabilities and are recorded as a realized gain or loss ratably over the contract’s term/event with the exception of forward starting interest rate swaps which are recorded as realized gains or losses on the termination date. Fluctuations in the value of swap contracts are recorded for financial statement purposes as unrealized appreciation or depreciation on swap transactions.

Interest Rate Swaps: Interest rate swaps involve the exchange of commitments to pay and receive interest based on a notional principal amount.The fund may elect to pay a fixed rate and receive a floating rate, or receive a fixed rate and pay a floating rate on a notional principal amount. The net interest received or paid on interest rate swap agreements is included within unrealized appreciation (depreciation) on swap contracts in the Statement of Assets and Liabilities. Interest rate swaps are valued daily and the change, if any, is recorded as an unrealized gain or loss in the Statement of Operations.When a swap

The Fund   43  

 



NOTES TO FINANCIAL STATEMENTS (continued)

contract is terminated early, the fund records a realized gain or loss equal to the difference between the current realized value and the expected cash flows. For financial reporting purposes, forward rate agreements are classified as interest rate swaps.At September 30, 2012, there were no interest rate swap agreements outstanding.

At September 30, 2012, the cost of investments for federal income tax purposes was $691,823,337; accordingly, accumulated net unrealized appreciation on investments was $87,045,120, consisting of $90,289,018 gross unrealized appreciation and $3,243,898 gross unrealized depreciation.

44



REPORT OF INDEPENDENT REGISTERED  
PUBLIC ACCOUNTING FIRM  

 

Shareholders and Board of Directors
Dreyfus Strategic Municipals, Inc.

We have audited the accompanying statement of assets and liabilities of Dreyfus Strategic Municipals, Inc., including the statement of investments, as of September 30, 2012, and the related statements of operations and cash flows 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 five years in the period then ended.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 September 30, 2012 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 Strategic Municipals, Inc. at September 30, 2012, the results of its operations and its cash flows 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 five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York
November 27, 2012

The Fund   45  

 



ADDITIONAL INFORMATION (Unaudited)

Dividend Reinvestment and Cash Purchase Plan

Under the fund’s Dividend Reinvestment and Cash Purchase Plan (the “Plan”), a holder of Common Stock who has fund shares registered in his name will have all dividends and distributions reinvested automatically by Computershare Trust Company, N.A., as Plan administrator (the “Administrator”), in additional shares of the fund at the lower of prevailing market price or net asset value (but not less than 95% of market value at the time of valuation) unless such shareholder elects to receive cash as provided below. If market price is equal to or exceeds net asset value, shares will be issued at net asset value. If net asset value exceeds market price or if a cash dividend only is declared, the Administrator, as agent for the Plan participants, will buy fund shares in the open market. A Plan participant is not relieved of any income tax that may be payable on such dividends or distributions.

A Common Shareholder who owns fund shares registered in nominee name through his broker/dealer (i.e., in “street name”) may not participate in the Plan, but may elect to have cash dividends and distributions reinvested by his broker/dealer in additional shares of the fund if such service is provided by the broker/dealer; otherwise such dividends and distributions will be treated like any other cash dividend.

A Common Shareholder who has fund shares registered in his or her name may elect to withdraw from the Plan at any time for a $2.50 fee and thereby elect to receive cash in lieu of shares of the fund. Changes in elections must be in writing, sent to The Bank of New York Mellon, c/o Shareowner Services, P.O. Box 35803, Pittsburgh, PA 15252-8035, should include the shareholder’s name and address as they appear on the Administrator’s records and will be effective only if received more than fifteen days prior to the record date for any distribution.

46



A Plan participant who has fund shares in his name has the option of making additional cash payments to the Administrator, semi-annually, in any amount from $1,000 to $10,000, for investment in the fund’s shares in the open market on or about January 15 and July 15.Any voluntary cash payments received more than 30 days prior to these dates will be returned by the Administrator, and interest will not be paid on any uninvested cash payments.A participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Administrator not less than 48 hours before the payment is to be invested.A Common Shareholder who owns fund shares registered in street name should consult his broker/dealer to determine whether an additional cash purchase option is available through his broker/dealer.

The Administrator maintains all Common Shareholder accounts in the Plan and furnishes written confirmations of all transactions in the account. Shares in the account of each Plan participant will be held by the Administrator in non-certificated form in the name of the participant, and each such participant’s proxy will include those shares purchased pursuant to the Plan.

The fund pays the Administrator’s fee for reinvestment of dividends and distributions. Plan participants pay a pro rata share of brokerage commissions incurred with respect to the Administrator’s open market purchases and purchases from voluntary cash payments, and a $1.25 fee for each purchase made from a voluntary cash payment.

The fund reserves the right to amend or terminate the Plan as applied to any voluntary cash payments made and any dividend or distribution paid subsequent to notice of the change sent to Plan participants at least 90 days before the record date for such dividend or distribution. The Plan also may be amended or terminated by the Administrator on at least 90 days’ written notice to Plan participants.

The Fund   47  

 



ADDITIONAL INFORMATION (Unaudited) (continued)

Level Distribution Policy

The fund’s dividend policy is to distribute substantially all of its net investment income to its shareholders on a monthly basis. In order to provide shareholders with a more consistent yield to the current trading price of shares of Common Stock of the fund, the fund may at times pay out more or less than the entire amount of net investment income earned in any particular month and may at times in any month pay out any accumulated but undistributed income in addition to net investment income earned in that month. As a result, the dividends paid by the fund for any particular month may be more or less than the amount of net investment income earned by the fund during such month.

Benefits and Risks of Leveraging

The fund utilizes leverage to seek to enhance the yield and net asset value of its Common Stock.These objectives cannot be achieved in all interest rate environments. To leverage, the fund has issued Preferred Stock and employs the use of tax-exempt tender option bonds, which pay dividends or interest, respectively, at prevailing short-term interest rates, and invests the proceeds in long-term municipal bonds. The interest earned on these investments is paid to Common Shareholders in the form of dividends, and the value of these portfolio holdings is reflected in the per share net asset value of the fund’s Common Stock. In order for either of these forms of leverage to benefit Common Shareholders, the yield curve must be positively sloped: that is, short-term interest rates must be lower than long-term interest rates. At the same time, a period of generally declining interest rates will benefit Common Shareholders. If either of these conditions change along with other factors that may have an effect on preferred dividends or tender option bonds, then the risk of leveraging will begin to outweigh the benefits.

48



Supplemental Information

For the period ended September 30, 2012, there were: (i) no material changes in the fund’s investment objectives or policies, (ii) no changes in the fund’s charter or by-laws that would delay or prevent a change of control of the fund, (iii) no material changes in the principal risk factors associated with investment in the fund, and (iv) no change in the persons primarily responsible for the day-to-day management of the fund’s portfolio.

The Fund   49  

 



IMPORTANT TAX INFORMATION (Unaudited)

In accordance with federal tax law, the fund hereby reports all the dividends paid from investment income-net during its fiscal year ended September 30, 2012 as “exempt-interest dividends” (not generally subject to regular federal income tax), except $125,238 that is being reported as an ordinary income distribution for reporting purposes. Where required by federal tax law rules, shareholders will receive notification of their portion of the fund’s taxable ordinary dividends (if any), capital gains distributions (if any) and tax-exempt dividends paid for the 2012 calendar year on Form 1099-DIV, which will be mailed in early 2013.

PROXY RESULTS (Unaudited)

Common Shareholders and holders of Auction Preferred Stock (“APS”) voted together as a single class (except as noted below) on the following proposal presented at the annual shareholders’ meeting held on June 8, 2012.

    Shares    
  For     Authority Withheld  
To elect three Class III Directors:        
Hans C. Mautner   53,681,194     1,568,303  
Burton N. Wallack   53,681,168     1,568,329  
John E. Zuccotti ††   5,828     360  

 

  The terms of these Class III Directors expire in 2015.  
††   Elected solely by APS holders, Common Shareholders not entitled to vote.  

 

50



BOARD MEMBERS INFORMATION (Unaudited)

Joseph S. DiMartino (68)  
Chairman of the Board (1995)  
Current term expires in 2013  
Principal Occupation During Past 5Years:  
• Corporate Director and Trustee  
Other Public Company Board Memberships During Past 5Years:  
• CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small  
and medium size companies, Director (1997-present)  
• Sunair Services Corporation, a provider of certain outdoor-related services to homes and  
businesses, Director (2005-2009)  
• The Newark Group, a provider of a national market of paper recovery facilities, paperboard  
mills and paperboard converting plants, Director (2000-2010)  
No. of Portfolios for which Board Member Serves: 157  
 
———————  
William Hodding Carter III (77)  
Board Member (1988)  
Current term expires in 2013  
Principal Occupation During Past 5Years:  
• Professor of Leadership & Public Policy, University of North Carolina, Chapel Hill (2006-present)  
• President and Chief Executive Officer of the John S. and James L. Knight Foundation (1998-2006)  
No. of Portfolios for which Board Member Serves: 27  
 
———————  
Gordon J. Davis (71)  
Board Member (2007)  
Current term expires in 2014  
Principal Occupation During Past 5Years:  
• Partner in the law firm of Venable, LLP  
• Partner in the law firm of Dewey & LeBoeuf, LLP (1994-2012)  
Other Public Company Board Memberships During Past 5Years:  
• Consolidated Edison, Inc., a utility company, Director (1997-present)  
• The Phoenix Companies, Inc., a life insurance company, Director (2000-present)  
No. of Portfolios for which Board Member Serves: 50  

 

The Fund   51  

 



BOARD MEMBERS INFORMATION (Unaudited) (continued)

Joni Evans (70)  
Board Member (2007)  
Current term expires in 2013  
Principal Occupation During Past 5Years:  
• 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)  
• Senior Vice President of the William Morris Agency (1994-2006)  
No. of Portfolios for which Board Member Serves: 27  
———————  
Ehud Houminer (72)  
Board Member (1994)  
Current term expires in 2014  
Principal Occupation During Past 5Years:  
• Executive-in-Residence at the Columbia Business School, Columbia University (1992-present)  
No. of Portfolios for which Board Member Serves: 73  
———————  
Richard C. Leone (72)  
Board Member (1989)  
Current term expires in 2013  
Principal Occupation During Past 5Years:  
• Senior Fellow and former President of The Century Foundation (formerly,The Twentieth  
Century Fund, Inc.), a tax exempt research foundation engaged in the study of economic,  
foreign policy and domestic issues  
Other Public Company Board Memberships During Past 5Years:  
• Partnership for a Secure America, Director  
No. of Portfolios for which Board Member Serves: 27  
———————  
Hans C. Mautner (74)  
Board Member (1989)  
Current term expires in 2015  
Principal Occupation During Past 5Years:  
• President—International Division and an Advisory Director of Simon Property Group, a real  
estate investment company (1998-2010)  
• Chairman and Chief Executive Officer of Simon Global Limited (1999-2010)  
No. of Portfolios for which Board Member Serves: 27  

 

52



Robin A. Melvin (49)  
Board Member (1995)  
Current term expires in 2014  
Principal Occupation During Past 5Years:  
• 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: 83  
——————  
Burton N.Wallack (61)  
Board Member (2007)  
Current term expires in 2015  
Principal Occupation During Past 5Years:  
• President and Co-owner of Wallack Management Company, a real estate management company  
No. of Portfolios for which Board Member Serves: 27  
——————  
John E. Zuccotti (75)  
Board Member (1989)  
Current term expires in 2015  
Principal Occupation During Past 5Years:  
• Chairman of Brookfield Properties, Inc.  
• Senior Counsel of Weil, Gotshal & Manges, LLP  
• Emeritus Chairman of the Real Estate Board of New York  
Other Public Company Board Memberships During Past 5Years:  
• Emigrant Savings Bank, Director (2004-present)  
• Doris Duke Charitable Foundation,Trustee (2006-present)  
• New York Private Bank & Trust, Director  
No. of Portfolios for which Board Member Serves: 27  
——————  
The address of the Board Members and Officers is c/o The Dreyfus Corporation, 200 Park Avenue, New York,  
NewYork 10166.  
David W. Burke, Emeritus Board Member  
Arnold S. Hiatt, Emeritus Board Member  

 

The Fund   53  

 



OFFICERS OF THE FUND (Unaudited)

BRADLEY J. SKAPYAK, President since January 2010.

Chief Operating Officer and a director of the Manager since June 2009; from April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of the Manager. He is an officer of 72 investment companies (comprised of 156 portfolios) managed by the Manager. He is 53 years old and has been an employee of the Manager since February 1988.

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

Assistant General Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by the Manager. She is 49 years old and has been an employee of the Manager since February 1984.

KIESHA ASTWOOD, Vice President and Assistant Secretary since January 2010.

Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by the Manager. She is 39 years old and has been an employee of the Manager since July 1995.

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

Senior Counsel of BNY Mellon and Secretary of the Manager, and an officer of 73 investment companies (comprised of 183 portfolios) managed by the Manager. He is 46 years old and has been an employee of the Manager since December 1996.

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

Senior Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by the Manager. She is 56 years old and has been an employee of the Manager since October 1988.

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

Senior Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since June 2000.

JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since February 1991.

ROBERT R. MULLERY, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by the Manager. He is 60 years old and has been an employee of the Manager since May 1986.

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

Senior Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by the Manager. He is 47 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 73 investment companies (comprised of 183 portfolios) managed by the Manager. He is 54 years old and has been an employee of the Manager since April 1985.

54



RICHARD CASSARO, Assistant Treasurer since January 2007.

Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 73 investment companies (comprised of 183 portfolios) managed by the Manager. He is 53 years old and has been an employee of the Manager since September 1982.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 73 investment companies (comprised of 183 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2005.

Senior Accounting Manager – Fixed Income Funds of the Manager, and an officer of 73 investment companies (comprised of 183 portfolios) managed by the Manager. He is 48 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 73 investment companies (comprised of 183 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since June 1989.

ROBERT SVAGNA, Assistant Treasurer since August 2005.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 73 investment companies (comprised of 183 portfolios) managed by the Manager. He is 45 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 (73 investment companies, comprised of 183 portfolios). He is 55 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.

The Fund   55  

 



NOTES

56



OFFICERS AND DIRECTORS  
Dreyfus Strategic Municipals, Inc.  

 

200 Park Avenue  
New York, NY 10166  

 


The fund’s net asset value per share appears in the following publications: Barron’s, Closed-End Bond Funds section under the heading “Municipal Bond Funds” every Monday;Wall Street Journal, Mutual Funds section under the heading “Closed-End Bond Funds” every Monday.

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the fund may purchase shares of its common stock in the open market when it can do so at prices below the then current net asset value per share.

The Fund   57  

 



For More Information


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

Information regarding how the fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 is available on the SEC’s website at http://www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.


 

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 $30,312 in 2011 and $32,015 in 2012.

 

(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 $46,082 in 2011 and $32,442 in 2012. 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, (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 and (v) agreed upon procedures in evaluating compliance by the Fund with provisions of the Fund’s articles supplementary, creating the series of auction rate preferred stock.

 

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 2011 and $0 in 2012.

 

(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 $2,731 in 2011 and $3,267 in 2012. 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. 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 2011 and $0 in 2012. 

 

- 3 -  

 


 

 

(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 $217 in 2011 and $0 in 2012. [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 2011 and $200,000 in 2012. 

 

(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 $16,565,389 in 2011 and $43,887,310 in 2012. 

 

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.

The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a) (58)(A) of the Securities Exchange Act of 1934, consisting of the following members: Joseph S. DiMartino, David W. Burke, Hodding Carter III, Joni Evans, Ehud Houminer, Richard C. Leone, Hans C. Mautner, Robin A. Melvin, Burton N. Wallack and John E. Zuccotti of applicable. 

Item 6.                        Investments.

(a)                    Not applicable.

Item 7.            Disclosure of Proxy Voting Policies and Procedures for Closed-End Management            Investment Companies.

                        Not applicable.  [CLOSED-END FUNDS ONLY]

Item 8.                        Portfolio Managers of Closed-End Management Investment Companies.

(a) (1) The following information is as of November 29, 2012, the date of the filing of this report:

          Steven Harvey and Daniel A. Barton manage the Registrant. 

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(a) (2)  The following information is as of the Registrant’s most recently completed fiscal year, except where otherwise noted:

Portfolio Managers. The Manager manages the Fund's portfolio of investments in accordance with the stated policies of the Fund, subject to the approval of the Fund's Board members.  The Manager is responsible for investment decisions and provides the Fund with portfolio managers who are authorized by the Fund's Board to execute purchases and sales of securities.  The Fund's portfolio managers are Steven Harvey and Dan Barton .  The Manager also maintains a research department with a professional staff of portfolio managers and securities analysts who provide research services for the Fund and for other funds advised by the Manager.

Portfolio Manager Compensation .  The portfolio managers' compensation is comprised primarily of a market-based salary and an incentive compensation plan (annual and long-term).  Funding for the Standish Incentive Plan is through a pre-determined fixed percentage of overall company profitability.  Therefore, all bonus awards are based initially on Standish's overall performance as opposed to the performance of a single product or group.  All investment professionals are eligible to receive incentive awards.  Cash awards are payable in the February month end pay of the following year. Most of the awards granted have some portion deferred for three years in the form of deferred cash, BNY Mellon equity, interests in investment vehicles (consisting of investments in a range of Standish products), or a combination of the above. Individual awards for portfolio managers are discretionary, based on both individual and multi-sector product risk adjusted performance relative to both benchmarks and peer comparisons over one year, three year and five year periods.  Also considered in determining individual awards are team participation and general contributions to Standish.  Individual objectives and goals are also established at the beginning of each calendar year and are taken into account. Portfolio managers whose compensation exceeds certain levels may elect to defer portions of their base salaries and/or incentive compensation pursuant to BNY Mellon's Elective Deferred Compensation Plan.

Additional Information About Portfolio Managers .  The following table lists the number and types of other accounts advised by the Fund’s primary portfolio manager and assets under management in those accounts as of the end of the Fund's fiscal year:

 

 

 

Portfolio Manager

Registered Investment Company Accounts 

 

 

 

Assets Managed

 

 

Pooled Accounts 

 

 

 

Assets Managed

 

 

Other Accounts 

 

 

 

Assets Managed

Steven Harvey

7

$3,252.1 million

5

$1,247.5 million

425

$5,991.6 million

Daniel A. Barton

6

$2,877.6 million

0

$0

0

$0

 

None of the funds or accounts are subject to a performance-based advisory fee.

 

 

 

            The dollar range of Fund shares beneficially owned by the primary portfolio manager is as follows as of the end of the Fund’s fiscal year:

 

 

Portfolio Manager

 

Registrant Name

Dollar Range of Registrant

Shares Beneficially Owned

Steven Harvey  

Dreyfus Strategic Municipals, Inc.

None

Daniel A. Barton

Dreyfus Strategic Municipals, Inc.

None

- 5 -  

 


 

 

                                                                                                                                 

Portfolio managers may manage multiple accounts for a diverse client base, including mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies and foundations), bank common trust accounts and wrap fee programs (“Other Accounts”). 

           

Potential conflicts of interest may arise because of Dreyfus’ management of the Fund and Other Accounts.  For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as Dreyfus may be perceived as causing accounts it manages to participate in an offering to increase Dreyfus’ overall allocation of securities in that offering, or to increase Dreyfus’ ability to participate in future offerings by the same underwriter or issuer.  Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as Dreyfus may have an incentive to allocate securities that are expected to increase in value to preferred accounts.  Initial public offerings, in particular, are frequently of very limited availability.  Additionally, portfolio managers may be perceived to have a conflict of interest if there are a large number of Other Accounts, in addition to the Fund, that they are managing on behalf of Dreyfus.   Dreyfus periodically reviews each portfolio manager’s overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the Fund.  In addition, Dreyfus could be viewed as having a conflict of interest to the extent that Dreyfus or its affiliates and/or portfolio managers have a materially larger investment in Other Accounts than their investment in the Fund.

 

Other Accounts may have investment objectives, strategies and risks that differ from those of the Fund.  For these or other reasons, the portfolio manager may purchase different securities for the Fund and the Other Accounts, and the performance of securities purchased for the Fund may vary from the performance of securities purchased for Other Accounts.  The portfolio manager may place transactions on behalf of Other Accounts that are directly or indirectly contrary to investment decisions made for the Fund, which could have the potential to adversely impact the Fund, depending on market conditions.

 

A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in another account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account. 

 

            Dreyfus’ goal is to provide high quality investment services to all of its clients, while meeting Dreyfus’ fiduciary obligation to treat all clients fairly.  Dreyfus has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures that it believes address the conflicts associated with managing multiple accounts for multiple clients.  In addition, Dreyfus monitors a variety of areas, including compliance with Fund guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics.  Furthermore, senior investment and business personnel at Dreyfus periodically review the performance of the portfolio managers for Dreyfus-managed funds.

Item 9.                        Purchases of Equity Securities by Closed-End Management Investment Companies and             Affiliated Purchasers.

                        Not applicable.  [CLOSED-END FUNDS ONLY]

Item 10.          Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures applicable to Item 10.

Item 11.          Controls and Procedures.

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(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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

DREYFUS STRATEGIC MUNICIPALS, INC.

By: /s/ Bradley J. Skapyak

Bradley J. Skapyak,

President

 

Date:

November 20, 2012

 

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:

November 20, 2012

 

By: /s/ James Windels

James Windels,

Treasurer

 

Date:

November 20, 2012

 

 

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)

 

 

 

 

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