File Nos. 33-49014
811-7044
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 2 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 4 [X]
(Check appropriate box or boxes.)
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
X on May 1, 1995 pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the fiscal
year ended December 31, 1994 was filed on February 16, 1995.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis *
3 Condensed Financial Information 2
4 General Description of Registrant 2, 9
5 Management of the Fund 5
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 9
7 Purchase of Securities Being Offered 7
8 Redemption or Repurchase 8
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
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10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-16
13 Investment Objectives and Policies B-2
14 Management of the Fund B-6
15 Control Persons and Principal B-9
Holders of Securities
16 Investment Advisory and Other B-9
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-15
18 Capital Stock and Other Securities B-16
19 Purchase, Redemption and Pricing B-11, B-12
of Securities Being Offered
20 Tax Status B-13
21 Underwriters B-11
22 Calculations of Performance Data B-16
23 Financial Statements B-18
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-13
30 Location of Accounts and Records C-16
31 Management Services C-16
32 Undertakings C-16
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS MAY 1, 1995
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
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THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. (THE "FUND") IS
AN OPEN-END, DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MUTUAL
FUND, THAT IS INTENDED TO BE A FUNDING VEHICLE FOR VARIABLE ANNUITY CONTRACTS
AND VARIABLE LIFE INSURANCE POLICIES TO BE OFFERED BY THE SEPARATE ACCOUNTS
OF VARIOUS LIFE INSURANCE COMPANIES (THE "PARTICIPATING INSURANCE
COMPANIES"). THE PRIMARY GOAL OF THE FUND IS TO PROVIDE CAPITAL GROWTH.
CURRENT INCOME IS A SECONDARY GOAL. THE FUND INVESTS PRINCIPALLY IN COMMON
STOCKS, OR SECURITIES CONVERTIBLE INTO COMMON STOCK, OF COMPANIES WHICH, IN
THE OPINION OF THE FUND'S MANAGEMENT, NOT ONLY MEET TRADITIONAL INVESTMENT
STANDARDS, BUT ALSO SHOW EVIDENCE THAT THEY CONDUCT THEIR BUSINESS IN A
MANNER THAT CONTRIBUTES TO THE ENHANCEMENT OF THE QUALITY OF LIFE IN AMERICA.
THE DREYFUS CORPORATION ("DREYFUS") SERVES AS THE FUND'S INVESTMENT
ADVISER. NCM CAPITAL MANAGEMENT GROUP, INC. ("NCM") SERVES AS THE FUND'S
SUB-INVESTMENT ADVISER AND PROVIDES DAY-TO-DAY MANAGEMENT OF THE FUND'S
PORTFOLIO.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND
THAT AN INVESTOR SHOULD KNOW BEFORE INVESTING IN THE FUND THROUGH CERTAIN
VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICIES OFFERED BY
PARTICIPATING INSURANCE COMPANIES. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL INFORMATION),
DATED MAY 1, 1995, WHICH MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER
DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE
OF INTEREST TO SOME INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION AND IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY,
WRITE TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK
11556-0144, OR CALL (516)338-3300.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO TIME.
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<TABLE>
TABLE OF CONTENTS
PAGE PAGE
<S> <C> <C> <C>
CONDENSED FINANCIAL INFORMATION....... 2 HOW TO REDEEM FUND SHARES............... 8
DESCRIPTION OF THE FUND............... 2 SHAREHOLDER SERVICES PLAN............... 8
SPECIAL CONSIDERATIONS................ 3 DIVIDENDS, DISTRIBUTIONS AND TAXES...... 8
MANAGEMENT OF THE FUND................ 5 PERFORMANCE INFORMATION................. 9
HOW TO BUY FUND SHARES................ 7 GENERAL INFORMATION..................... 9
</TABLE>
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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FUND SHARES ARE AVAILABLE EXCLUSIVELY AS A POOLED FUNDING VEHICLE FOR LIFE
INSURANCE COMPANIES WRITING ALL TYPES OF VARIABLE LIFE INSURANCE POLICIES AND
VARIABLE ANNUITY CONTRACTS. THIS PROSPECTUS SHOULD BE ACCOMPANIED BY THE
PROSPECTUS FOR SUCH POLICIES AND CONTRACTS.
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CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Fund's Statement of Additional Information. Further financial information
and related notes are included in the Statement of Additional Information,
available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This data has
been derived from the Fund's financial statements.
<TABLE>
YEAR ENDED DECEMBER 31,
______________________________
1993(1) 1994
__________ _______
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year............................ $12.50 $13.38
______ _______
INVESTMENT OPERATIONS:
Investment income_net ......................................... .04 .35
Net realized and unrealized gain (loss) on investments......... .88 (.15)
______ ________
TOTAL FROM INVESTMENT OPERATIONS............................... .92 .20
______ _______
DISTRIBUTIONS;
Dividends from investment income-net............................ (.04) (.35)
______ _______
Net asset value, end of year................................... $13.38 $13.23
======= =======
TOTAL INVESTMENT RETURN.......................................... 7.35%(2) 1.49%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................ .06%(2) .25%
Ratio of net investment income to average net assets........... .64%(2) 4.58%
Decrease reflected in above expense ratios due to
undertakings by Dreyfus and Tiffany............................. 6.19%(2) 2.60%
Portfolio Turnover Rate......................................... - 373.68%
Net Assets, end of year (000's omitted)......................... $1,372 $10,406
(1) From October 7, 1993 (commencement of operations) to December 31, 1993.
(2) Not annualized.
</TABLE>
Further information about the Fund's performance is contained in
the Fund's annual report, which may be obtained without charge by writing to
the address or calling the number set forth on the cover page of this
Prospectus.
DESCRIPTION OF THE FUND
GENERAL _ The Fund is intended to be a funding vehicle for variable annuity
contracts ("VA contracts") and variable life insurance policies ("VLI
policies") to be offered by the separate accounts of Participating Insurance
Companies. Individual VA contract holders and VLI policy holders are not the
"shareholders" of the Fund. Rather, the Participating Insurance Companies and
their separate accounts are the shareholders (the "shareholders"), although
such Participating Insurance Companies will pass through voting rights to
their VA contract holders and VLI policy holders. The VA contracts and the
VLI policies are described in the separate prospectuses issued by the
Participating Insurance Companies over which the Fund assumes no
responsibility. The Fund currently does not foresee any disadvantages to the
holders of VA contracts and VLI policies arising from the fact that the
interests of the holders of such contracts and policies may differ.
Nevertheless, for so long as the Fund is a funding vehicle for VA contracts
and VLI policies, the Fund's Board of Directors will monitor events in order
to identify any material conflicts which may arise and to determine what
action, if any, should be taken in response thereto. Should any conflict
between VA contract holders and VLI policy holders arise, a separate account
may be required to withdraw from participation in the Fund. Such a withdrawal
could have a disruptive effect on orderly portfolio management to the
potential detriment of VA contract holders and VLI policy holders.
INVESTMENT OBJECTIVES _ The Fund's primary goal is to provide capital growth
through equity investment in companies that, in the opinion of the Fund's
management, not only meet traditional investment standards
Page 2
but which also show evidence that they conduct their business in a manner
that contributes to the enhancement of the quality of life in America. Current
income is secondary to the primary goal. There can be no assurance that the
Fund's investment objectives will be achieved.
SPECIAL CONSIDERATIONS
TYPES OF COMPANIES SOUGHT FOR INVESTMENT _ To assess whether a company
contributes to the enhancement of the quality of life in America, the Fund
considers a company's record in the areas of (1) protection and improvement
of the environment and the proper use of our natural resources, (2) occupation
al health and safety, (3) consumer protection and product purity, and (4)
equal employment opportunity. There are few generally accepted measures of
achievement in these areas. The development of suitable measurement
techniques, therefore, will be largely within the discretion and judgment of
the management of the Fund. Management does not intend at present to evaluate
in depth a company's activities not directly connected with the conduct of
its business (such as participation in community improvement projects) or the
secondary implications of corporate activities (for example, in examining
banks, the business activities of their borrowers will not be evaluated).
The Fund's special considerations tend to limit the availability of
investment opportunities more than is customary with other investment
companies, including those managed by Dreyfus. Management believes, however,
that there are sufficient investment opportunities among companies which meet
the Fund's special considerations to permit full investment, if management
believes it desirable, in securities which meet the Fund's investment
objective of capital growth through equity investment.
The Fund's objectives and special considerations above cannot be
changed without approval by the holders of a majority, as defined in the
Investment Company Act of 1940 (the "Act"), of the Fund's outstanding voting
shares.
THE INVESTMENT SELECTION PROCESS _ Potential investment portfolio selections
(based on traditional investment considerations, including an opinion of the
fundamental value of the security and other market factors) are designated to
the Dreyfus research staff. The staff begins a process of searching publicly
available information about the company to determine its record in the areas
of special concern to the Fund. Researchers use commercially available
computer data bases and reviews and evaluations published or made available
by "watchdog" groups whose interests focus on one or more of the special
areas, such as the environment, equal employment opportunity, product safety
or occupational safety and health, as applicable. Additional data may be
obtained, where practical, from local, state and federal agencies which
maintain surveillance in certain areas of interest to the Fund and which
provide this data to the public.
If the initial evaluation reveals no negative pattern in the areas
of special concern to the Fund, a company's securities are eligible for
purchase. The research staff supplements this initial screening by asking the
company to complete a questionnaire designed by the Fund to aid in the
evaluation of the company's conduct in the areas of special concern. The
examination of a company may also include personal interviews with company
officials, inspection of facilities and other techniques that may be applicabl
e to specific companies or industries.
If it is determined at any stage that purchase or retention of the
portfolio securities is not consistent with the Fund's goal of investing in
companies whose conduct contributes to the enhancement of the quality of life
in America, the security will not be purchased or if already purchased will
be sold as expeditiously as possible, consistent with the best interests of
the Fund.
The Board will review new portfolio acquisitions in light of the
Fund's special concerns at their next regular meeting. While the Board of
Directors will disqualify a company evidencing a pattern of conduct that is
inconsistent with the Fund's special standards, the Board need not disqualify
a company on the basis of incidents that, in the Board's judgment, do not
reflect the company's policies and overall current level of performance in
the areas of special concern to the Fund. The performance of companies in the
areas of special concern are reviewed regularly to determine their continued
eligibility.
MANAGEMENT POLICIES _ Depending on market conditions, the Fund attempts to
be fully invested in common stock, or securities convertible into common
stock, which meet both traditional investment standards
Page 3
and the Fund's investment criteria described under "Types of Companies Sought
for Investment."
As a fundamental policy, the Fund is permitted to borrow to the
extent permitted under the Act. However, the Fund currently intends to borrow
money only for temporary or emergency (not leveraging) purposes, in an amount
up to 15% of the value of the Fund's total assets (including the amount
borrowed) valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is made. While
borrowings exceed 5% of the Fund's total assets, the Fund will not make any
additional investments.
The Fund may invest up to 15% of the value of its net assets in
securities which are illiquid securities, provided such investments are
consistent with the Fund's investment objective. Illiquid securities are
securities which are not readily marketable, such as certain securities that
are subject to legal or contractual restrictions on resale, repurchase
agreements providing for settlement in more than seven days after notice, and
certain options traded in the over-the-counter market and securities used to
cover such options. Investment in illiquid securities subjects the Fund to
the risk that it will not be able to sell such securities when it may be
opportune to do so.
During periods in which management believes adverse trends are
occurring in the financial markets or the economy, the Fund may adopt a
temporary defensive posture to preserve shareholders' capital by investing in
U.S. Government securities, and also in corporate bonds, high grade
commercial paper, repurchase agreements, time deposits, bank certificates of
deposit, bankers' acceptances and other short-term bank obligations issued in
this country as well as those issued in dollar denominations by the foreign
branches of U.S. banks, and cash or cash equivalents, without limit as to
amount, as long as such investments are made in securities of eligible
companies and domestic banks. When the Fund has adopted a temporary defensive
posture, the entire portfolio can be so invested. During such periods, the
Fund may not achieve its investment objectives.
Repurchase agreements involve the acquisition by the Fund of an
underlying debt instrument subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed price, usually
not more than one week after its purchase. The Fund's custodian will have
custody of, and will hold in a segregated account, securities acquired by the
Fund under a repurchase agreement. Repurchase agreements are considered by
the staff of the Securities and Exchange Commission to be loans by the Fund.
In an attempt to reduce the risk of incurring a loss on a repurchase
agreement, the Fund will enter into repurchase agreements only with domestic
banks with total assets in excess of one billion dollars or primary
government securities dealers reporting to the Federal Reserve Bank of New
York, with respect to securities of the type in which the Fund may invest,
and the Fund will require that additional securities be deposited with its
custodian if the value of the securities purchased should decrease below
resale price. Dreyfus will monitor on an ongoing basis the value of the
collateral to assure that it always equals or exceeds the repurchase price.
Certain costs may be incurred by the Fund in connection with the sale of the
securities if the seller does not repurchase them in accordance with the
repurchase agreement. In addition, if bankruptcy proceedings are commenced
with respect to the seller of the securities, realization on the securities
by the Fund may be delayed or limited. The Fund will consider on an ongoing
basis the creditworthiness of the institutions with which it enters into
repurchase agreements.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate. Time deposits which may be held by the Fund
will not benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance
Corporation.
To earn additional income on its portfolio, the Fund may write
(sell) covered call option contracts on securities it owns to the extent of
20% of the value of its net assets at the time such option contracts are
written. A call option gives the purchaser of the option the right to buy,
and obligates the writer to sell, the underlying security at the exercise
price at any time during the option period. A covered call option sold by the
Page 4
Fund, which is a call option on a security owned by the Fund, exposes the
Fund during the term of the option to possible loss of opportunity to realize
appreciation in the market price of the underlying security or to possible
continued holding of a security which might otherwise have been sold to
protect against depreciation in the market price of the security.
A more detailed description of the securities in which the Fund may
invest can be found in the Statement of Additional Information.
The Fund may invest in companies with substantial overseas
activities, but, at present, management will not examine corporate activities
carried on outside the United States.
CERTAIN FUNDAMENTAL POLICIES _ The Fund may (i) borrow money to the extent
permitted under the Act; (ii) invest up to 5% of the value of its total net
assets in the securities of any one issuer (except securities of the U.S.
Government or any instrumentality thereof); (iii) invest in companies having
less than three years continuous operating history (including that of
predecessors) but only in an amount up to 5% of the value of its net assets;
and (iv) invest up to 25% of the value of its total assets in any single
industry. This paragraph describes fundamental policies of the Fund which
cannot be changed without approval by the holders of a majority (as defined
in the Act) of the Fund's outstanding voting shares. See "Investment
Objectives and Management Policies_Investment Restrictions" in the Fund's
Statement of Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES _ The Fund may (i) pledge,
hypothecate, mortgage or otherwise encumber its assets, but only to secure
permitted borrowings; and (ii) invest up to 15% of the value of its net
assets in repurchase agreements providing for settlement in more than seven
days after notice and in other illiquid securities. See "Investment
Objectives and Management Policies _ Investment Restrictions" in the Fund's
Statement of Additional Information.
INVESTMENT CONSIDERATIONS _ The Fund will not seek to realize profits by
anticipating short-term market movements. When market conditions permit, the
Fund generally intends to retain securities for at least the applicable
statutory long-term capital gain period. The annual portfolio turnover rate
indicates the rate of change in the Fund's portfolio; for instance, a rate of
100% would result if all the securities in the portfolio at the beginning of
an annual period had been replaced by the end of the period. While the rate
of portfolio turnover will not be a limiting factor when management deems
changes appropriate, it is anticipated that, in view of the Fund's investment
objectives, its annual turnover rate generally should not exceed 75%. When
extraordinary market conditions prevail, a higher turnover rate and increased
brokerage expenses may be expected.
Investment decisions for the Fund are made independently from those
of other investment companies advised by Dreyfus. However, if such other
investment companies are prepared to invest in, or desire to dispose of,
securities of the type which the Fund invests in at the same time as the
Fund, available investments or opportunities for sales will be allocated
equitably to each investment company. In some cases, this procedure may
adversely affect the size of the position obtained for or disposed of by the
Fund or the price received by the Fund.
MANAGEMENT OF THE FUND
INVESTMENT ADVISER _ Dreyfus, located at 200 Park Avenue, New York, New York
10166, was formed in 1947 and serves as the Fund's investment adviser.
Dreyfus is a wholly-owned subsidiary of Mellon Bank, N.A., which is a
wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As of January
31, 1995, Dreyfus managed or administered approximately $70 billion in assets
for more than 1.9 million investor accounts nationwide.
Dreyfus supervises and assists in the overall management of the
Fund's affairs under a Management Agreement with the Fund, subject to the
overall authority of the Fund's Directors in accordance with Maryland law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's
Page 5
principal wholly-owned subsidiaries are Mellon Bank, N.A., Mellon Bank
(DE) National Association, Mellon Bank (MD), The Boston Company, Inc., AFCO
Credit Corporation and a number of companies known as Mellon Financial
Services Corporations. Through its subsidiaries, including Dreyfus, Mellon
managed more than $193 billion in assets as of December 31, 1994, including
approximately $70 billion in mutual fund assets. As of December 31, 1994,
Mellon, through various subsidiaries, provided non-investment services, such
as custodial or administration services, for approximately $654 billion in
assets including approximately $74 billion in mutual fund assets.
Under the Management Agreement, the Fund has agreed to pay Dreyfus an
annual fee, payable monthly, at the annual rate of .75 of 1% of the value of
the Fund's average daily net assets.
The fee paid to Dreyfus is higher than that paid by most other
investment companies.
For the fiscal year ended December 31, 1994, no advisory fee was paid
by the Fund pursuant to an undertaking by Dreyfus.
SUB-INVESTMENT ADVISER _ NCM, located at 103 West Main Street, Durham, North
Carolina 27705-3638, a registered investment adviser, serves as the Fund's
Sub-Investment Adviser. NCM was incorporated in 1986 and is one of the
nation's largest minority-owned investment management firms. Prior to August
2, 1994, NCM had not advised a registered investment company. Currently, NCM
serves as the sub-investment adviser for one other registered investment
company. As of December 31, 1994, NCM managed or administered approximately
$2.7 billion in assets.
NCM, subject to the supervision and approval of Dreyfus, provides
investment advisory assistance and the day-to-day management of the Fund's
portfolio, as well as research and statistical information under a
Sub-Investment Advisory Agreement with Dreyfus, subject to the overall
authority of the Fund's Directors in accordance with Maryland law.
Under the Sub-Investment Advisory Agreement, Dreyfus has agreed to
pay NCM an annual fee, payable monthly, as set forth below:
<TABLE>
Annual Fee as a Percentage of
TOTAL ASSETS AVERAGE DAILY NET ASSETS
<S> <C> <C>
0 up to $500 million.......................... .10 of 1%
In excess of $500 million..................... .20 of 1%
</TABLE>
The Fund's portfolio managers primarily responsible for management of
the Fund's portfolio are Diane M. Coffey, with respect to the Fund's areas of
special concern, and Maceo K. Sloan, with respect to selection of portfolio
securities. Ms. Coffey has held that position since March 1990 and has been
employed by Dreyfus since January 1990. From January 1983 to January 1990, she
served as Chief of Staff for New York City Mayor Edward I. Koch. Mr. Sloan has
held his position with the Fund since August 1994 and has been employed by
NCM since 1986. The Fund's other portfolio managers are identified under
"Management of the Fund" in the Fund's Statement of Additional Information.
Dreyfus also provides research services for the Fund as well as for other
funds advised by Dreyfus through a professional staff of portfolio managers
and security analysts.
For the period January 1, 1994 through August 1, 1994, $2,200 was
payable by the Fund to Tiffany Capital Advisors, Inc. ("Tiffany"), the Fund's
predecessor sub-investment adviser. However, no sub-investment advisory fee
was paid by the Fund pursuant to an undertaking by Tiffany.
EXPENSES _ From time to time, Dreyfus may waive receipt of its fees and/or
voluntarily assume certain expenses of the Fund, which would have the effect
of lowering the overall expense ratio of the Fund and increasing yield to
investors at the time such amounts are waived or assumed, as the case may be.
The Fund will not pay Dreyfus at a later time for any amounts it may waive
nor will the Fund reimburse Dreyfus for any amounts it may assume.
Dreyfus may pay the Fund's distributor for shareholder services
from Dreyfus' own assets, including past profits, but not including the
management fee paid by the Fund. The Fund's distributor may use part or all
of such payments to pay securities dealers or others in respect of these
services.
Page 6
All expenses incurred in the operation of the Fund are borne by the
Fund, except to the extent specifically assumed by Dreyfus. The expenses
borne by the Fund include: taxes, interest, brokerage fees and commissions,
if any, fees of Directors who are not officers, directors, employees or
holders of 5% or more of the outstanding voting securities of Dreyfus or NCM,
Securities and Exchange Commission fees, state Blue Sky qualification fees,
advisory fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of maintaining corporate existence, costs
of independent pricing services, costs attributable to investor services
(including, without limitation, telephone and personnel expenses), cost of
shareholders' reports and corporate meetings, cost of preparing, printing and
distributing prospectuses and statements of additional information, and any
extraordinary expenses.
Dreyfus has agreed that if in any fiscal year, the aggregate
expenses of the Fund, exclusive of taxes, brokerage, interest and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses, but including the management fee, exceed the expense
limitation of any state having jurisdiction over the Fund, the Fund may
deduct from the fee to be paid to Dreyfus, or Dreyfus will bear, the excess
expense. For each fiscal year of the Fund, Dreyfus and NCM will pay or bear su
ch excess on a pro rata basis in the proportion that the sub-advisory fee
payable to NCM bears to the fee payable to Dreyfus pursuant to the Management
Agreement. Such deduction or payment, if any, will be estimated, reconciled
and effected or paid, as the case may be, on a monthly basis and will be
limited to the amount of fees otherwise payable to Dreyfus under the
Management Agreement.
DISTRIBUTOR _ The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor is a wholly-owned subsidiary of Institutional
Administration Services, Inc., a provider of mutual fund administration
services, the parent company of which is Boston Institutional Group, Inc.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT _ The Shareholder Services
Group, Inc., a subsidiary of First Data Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY FUND SHARES
Separate accounts of the Participating Insurance Companies place
orders based on, among other things, the amount of premium payments to be
invested pursuant to VA contracts and VLI policies. Individuals may not place
orders directly with the Fund. See the prospectus of the separate account of
the Participating Insurance Company for more information on the purchase of
Fund shares. The Fund does not issue share certificates.
Purchase orders from separate accounts which are received by the
Participating Insurance Company by 4:00 p.m. on a given business day will be
effected at the net asset value determined on such business day if the orders
are received by the Fund in proper form and in accordance with applicable
procedures by 4:00 p.m., New York time, on the next business day and Federal
Funds (monies of member banks within the Federal Reserve System which are
held on deposit at a Federal Reserve Bank) in the net amount of such orders
are received by the Fund on such next business day. It is each Participating
Insurance Company's responsibility to properly transmit purchase orders and
Federal Funds in accordance with applicable requirements.
Fund shares are sold on a continuous basis. Net asset value per
share is determined as of the close of trading on the floor of the New York
Stock Exchange (currently 4:00 p.m., New York time), on each day that the New
York Stock Exchange is open for business. For purposes of determining net
asset value per share, options will be valued 15 minutes after the close of
trading on the floor of the New York Stock Exchange. Net asset value per
share is computed by dividing the Fund's net assets (i.e., the value of its
assets less liabilities) by the total number of shares outstanding. The
Fund's investments are valued based on market value or,
Page 7
where market quotations are not readily available, based on fair value as
determined in good faith by the Board of Directors. For further information
regarding the method employed in valuing Fund investments, see "Determination
of Net Asset Value" in the Fund's Statement of Additional Information.
HOW TO REDEEM FUND SHARES
Fund shares may be redeemed at any time by the separate accounts of
the Participating Insurance Companies. Individuals may not place redemption
orders directly with the Fund. Redemption requests from separate accounts
which are received by the Participating Insurance Company by 4:00 p.m. on a
given business day will be effected at the net asset value determined on such
business day if the requests are received by the Fund in proper form and in
accordance with applicable procedures by 4:00 p.m., New York time, on the
next business day. It is each Participating Insurance Company's
responsibility to properly transmit redemption requests in accordance with
applicable requirements. The value of the shares redeemed may be more or less
than their original cost, depending on the Fund's then-current net asset
value. No charges are imposed by the Fund when shares are redeemed.
The Fund ordinarily will make payment for all shares redeemed
within seven days after receipt by the Transfer Agent of a redemption request
in proper form, except as provided by the rules of the Securities and
Exchange Commission.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan pursuant to which
the Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, an amount not to exceed an annual rate of .25 of 1% of the value of
the average daily net assets of the Fund's shares for certain allocated
expenses with respect to servicing and/or maintaining shareholder accounts.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund will pay dividends from net investment income and will
make distributions from net realized securities gains, if any, once a year,
but 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"), in all events in a manner consistent with the provisions of the
Investment Company Act of 1940. The Fund will not make distributions from net
realized securities gains unless capital loss carryovers, if any, have been
utilized or have expired. Dividends are automatically reinvested in
additional Fund shares at net asset value unless payment in cash is elected.
All expenses are accrued daily and deducted before declaration of dividends
to investors.
Notice as to the tax status of dividends and distributions will be
mailed to shareholders annually. Dividends from net investment income,
together with distributions of net realized short-term securities gains and
gains from certain market discount bonds, generally are taxable as ordinary
income whether received in cash or reinvested in additional shares.
Distributions from net realized long-term securities gains of the Fund
generally are taxable as long-term capital gains whether received in cash or
reinvested in additional shares. Since the Fund's shareholders are the
Participating Insurance Companies and their separate accounts, no discussion
is included herein as to the Federal income tax consequences to VA contract
holders and VLI policy holders. For information concerning the Federal income
tax consequences to such holders, see the prospectus for such contract or
policy.
Section 817(h) of the Code requires that the investments of a
segregated asset account of an insurance company be "adequately diversified"
as provided therein or in accordance with U.S. Treasury Regulations in order
for the account to serve as the basis for VA contracts or VLI policies. The
Fund intends to comply with applicable requirements so that the Fund's
investments are "adequately diversified" for this purpose. Section 817(h) and
the U.S. Treasury Regulations issued thereunder provide the manner in which a
segregated asset account will treat investments in a regulated investment
company for purposes of the diversification requirements. If a Fund satisfies
certain conditions, a segregated asset account owning shares of the Fund will
be
Page 8
treated as owning multiple investments consisting of the account's
proportionate share of each of the assets of the Fund. The Fund intends to
satisfy these conditions so that the shares of the Fund owned by a segregated
asset account of a Participating Insurance Company will be treated as
multiple investments.
Management of the Fund believes that the Fund qualified for the
fiscal year ended December 31, 1994 as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if such qualification is
in the best interest of the Participating Insurance Companies. The Fund may
be subject to a non-deductible 4% excise tax, measured with respect to
certain undistributed amounts of investment income and capital gains. If,
however, the Fund does not qualify as a "regulated investment company" it
will be subject to the general rules governing the Federal income taxation of
corporations under the Code.
Participating Insurance Companies should consult their tax advisers
regarding specific questions as to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, the performance of the Fund will be
calculated on an average annual total return or total return basis.
Average annual total return is calculated pursuant to a
standardized formula which assumes that an investment in the Fund was
purchased with an initial payment of $1,000 and that the investment was
redeemed at the end of a stated period of time, after giving effect to the
reinvestment of dividends and distributions during the period. The return is
expressed as a percentage rate which, if applied on a compounded annual
basis, would result in the redeemable value of the investment at the end of
the period. Advertisements of the Fund's performance will include the Fund's
average annual total return for one, five and ten year periods, or for
shorter periods depending upon the length of time during which the Fund has
operated.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the income
and principal changes for a specified period and dividing by the net asset
value per share at the beginning of the period. Advertisements may include
the percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes the
application of the percentage rate of total return.
Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information of the Fund should not be compared with other funds
that offer their shares directly to the public since the figures provided do
not reflect charges against Participating Insurance Companies. The effective
yield and total return for the Fund should be distinguished from the rate of
return of a corresponding subaccount or investment division of a separate
account of a Participating Insurance Company, which rate will reflect the
deduction of additional charges, including mortality and expense risk
charges, and will therefore be lower. VA contract holders and VLI policy
holders should consult the prospectus for such contract or policy.
Calculations of the Fund's performance information may reflect
absorbed expenses pursuant to any undertaking that may be in effect. See
"Management of the Fund."
Comparative performance information may be used from time to time
in advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Dow Jones Industrial Average, Standard & Poor's
500 Composite Stock Price Index, The VARDSsm Report, IBC/Donoghue's Money
Fund Report, FINANCIAL PLANNING MAGAZINE, MONEY MAGAZINE, Morningstar, Inc.,
Bank Rate Monitor, N. Palm Beach, Fla. 33408 or other industry publications.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on July 20, 1992 and
commenced operations on October 7, 1993. In August 1994, at a meeting of
shareholders of the Fund, shareholders approved, among other things, changes
in the Fund's fundamental policies and investment restrictions, a new
Management Agreement
Page 9
between the Fund and Dreyfus and a new Sub-Investment Advisory Agreement
between Dreyfus and NCM.
The Fund is authorized to issue 150 million shares of Common Stock,
par value $.001 per share. Each share has one vote, has equal voting,
redemption, dividends and liquidation rights, and, when issued in accordance
with the terms of this offering, is fully-paid and non-assessable. Shares are
freely transferable and are redeemable at net asset value, at the option of
the shareholder.
Unless otherwise required by the Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Directors or the
appointment of auditors. However, pursuant to the Fund's By-Laws, the holders
of at least 10% of the shares outstanding and entitled to vote may require
the Fund to hold a special meeting of shareholders for the purpose of
removing a Director from office and the holders of at least 25% of such
shares may require the Fund to hold a special meeting of shareholders for any
other purpose. Fund shareholders may remove a Director by the affirmative
vote of a majority of the Fund's outstanding voting shares. In addition, the
Board of Directors will call a meeting of shareholders for the purpose of
electing Directors if, at any time, less than a majority of the Directors
holding office at the time were elected by shareholders.
The Transfer Agent maintains a record of each shareholder's
ownership and will send confirmations and statements of account to each
shareholder.
Owners of policies and contracts issued by Participating Insurance
Companies for which shares of the Fund are an investment vehicle will receive
from the Participating Insurance Companies unaudited semi-annual financial
statements and audited year-end financial statements certified by the Fund's
independent auditors. Each report will show the investments owned by the Fund
and the market values thereof as determined by the Board of Directors and
will provide other information about the Fund and its operations.
Shareholder inquiries may be made by writing to the Fund at 144
Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling
(516)338-3300.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 10
The Dreyfus
Socially Responsible
Growth Fund, Inc.
Prospectus
(Lion Logo)
Copy Rights 1995 Dreyfus Service Corporation
111p3050195
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
(STATEMENT OF ADDITIONAL INFORMATION)
PART B
MAY 1, 1995
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
The Dreyfus Socially Responsible Growth Fund, Inc. (the "Fund"), dated May 1,
1995, as it may be revised from time to time. To obtain a copy of the Fund's
Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York, 11556-0144 or call the following number: (516) 388-3300.
The Dreyfus Corporation (the "Manager") serves as the Fund's
investment adviser.
NCM Capital Management Group, Inc. ("NCM") serves as the Fund's sub-
investment adviser. NCM provides day-to-day management of the Fund's
portfolio, subject to the supervision of the Manager.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objectives and Management Policies. . . . . . . . . . . . .B-2
Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . .B-6
Investment Advisory Agreements . . . . . . . . . . . . . . . . . . . .B-9
Purchase of Fund Shares. . . . . . . . . . . . . . . . . . . . . . . .B-11
Redemption of Fund Shares. . . . . . . . . . . . . . . . . . . . . . .B-11
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . .B-12
Shareholder Services Plan . . . . . . . . . . . . . . . . . . . . . .B-13
Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . .B-13
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . .B-15
Performance Information. . . . . . . . . . . . . . . . . . . . . . . .B-16
Information About the Fund . . . . . . . . . . . . . . . . . . . . . .B-16
Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors. . . . . . . . . . . . . . .B-17
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .B-18
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . .B-26
INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Description of
the Fund."
Portfolio Securities. During a period when it becomes desirable to
move the Fund toward a defensive position because of adverse trends in the
financial markets or the economy, the Fund may also invest in securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. These include a variety of U.S. Treasury Securities, which
differ in their interest rates, maturities and times of issuance: Treasury
Bills have initial maturities of one year or less; Treasury Notes have initial
maturities of one to ten years; and Treasury Bonds generally have initial
maturities of greater then ten years. Some obligations issued or guaranteed
by U.S. Government agencies and instrumentalities, such as Government National
Mortgage Association pass-through certificates, are supported by the full
faith and credit of the U.S. Treasury; others, such as those of the Federal
Home Loan Banks, by the right of the issuer to borrow from the U.S. Treasury;
others, such as those issued by the Federal National Mortgage Association, by
discretionary authority of the U.S. Government to purchase certain obligations
of the agency or instrumentality; and others, such as those issued by the
Student Loan Marketing Association, only by the credit of the instrumentality.
These securities bear fixed, floating or variable rates of interest.
Principal and interest may fluctuate based on generally recognized reference
rates or the relationship of rates. While the U.S. Government provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so since
it is not so obligated by law. The Fund will invest in such securities only
when the Fund is satisfied that the credit risk with respect to the issuer is
minimal.
The Board of Directors of the Fund may, to a limited extent, authorize
the purchase of securities of foreign companies which have not been declared
eligible for investment ("ineligible securities") in order to facilitate the
purchase of securities of other foreign companies which are contributing or
will contribute to the enhancement of the quality of life in America and which
have been declared eligible for investment ("eligible securities"). Certain
countries have limited, either permanently or temporarily, the ability of
foreigners to purchase shares of their domestic companies, shares which are
already owned outside the country or shares which may be obtained through the
sale of shares of other companies located in the same country which are owned
outside that country. Accordingly, the Fund may purchase ineligible
securities so that these securities may be sold or redeemed in the country of
origin, and the proceeds thus received used for the purchase of eligible
securities.
Otherwise ineligible securities purchased for this limited purpose
would be held in the Fund's portfolio for a maximum of 60 days in order to
enable the Fund to have sufficient time to provide for the transportation of
the securities and their sale or redemption. Most transactions of this type,
however, are expected to be completed in a much shorter period. Furthermore,
such investments are limited, as a fundamental policy, in the aggregate, to
a maximum of 2% of the net assets of the Fund at the time of investment.
Engaging in these transactions will result in additional expense to the Fund
in the form of brokerage commissions incurred in the purchase and sale of the
ineligible security. Finally, the Board of Directors would authorize
investments in ineligible securities only for the purpose of facilitating the
purchase of securities of a specific eligible company.
Writing and Purchasing Options. To earn additional income on its
portfolio, the Fund, to a limited extent, may write covered call options on
securities owned by the Fund ("covered options" or "options") and purchase
call options in order to close option transactions, as described below.
A call option gives the purchaser of the option the right to buy, and
obligates the writer to sell, the underlying security at the exercise price
at any time during the option period, regardless of the market price of the
security. The premium paid to the writer is the consideration for undertaking
the obligations under the option contract. When a covered option is written
by the Fund, the Fund will make arrangements with the Fund's Custodian, to
segregate the underlying securities until the option either is exercised,
expires or the Fund closes out the option as described below. A covered
option sold by the Fund exposes the Fund during the term of the option to
possible loss of opportunity to realize appreciation in the market price of
the underlying security or to possible continued holding of a security which
might otherwise have been sold to protect against depreciation in the market
price of the security. To limit this exposure, the value of the portfolio
securities underlying covered call options written by the Fund will be limited
to an amount not in excess of 20% of the value of the Fund's net assets at the
time such options are written.
The Fund will purchase call options only to close out open positions.
To close out a position, the Fund may make a "closing purchase transaction,"
which involves purchasing a call option on the same security with the same
exercise price and expiration date as the option which it has previously
written on a particular security. The Fund will realize a profit (or loss)
from a closing purchase transaction if the amount paid to purchase a call
option is less (or more) than the amount received from the sale thereof.
Illiquid Securities. The Fund may invest up to 15% of the value of
its net assets in securities which are illiquid securities. Illiquid
securities are securities which are not readily marketable, including those
with restrictions on resale. Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), permits certain resales of restricted
securities to qualified institutional buyers without registration under the
Securities Act ("Rule 144A Securities"). Because it is not possible to
predict with assurance how the market for Rule 144A Securities will develop,
the Fund's Board has directed the Manager to monitor carefully the Fund's
investments in such securities with particular regard to trading activity,
availability of reliable price information and other relevant information, and
has approved procedures to determine whether a readily available market
exists. Rule 144A Securities for which there is a readily available market
are not illiquid.
When the Fund purchases securities that are illiquid due to the fact
that such securities have not been registered under the Securities Act, the
Fund will endeavor to obtain the right to registration at the expense of the
issuer. Generally, there will be a lapse of time between the Fund's decision
to sell any such securities and the registration of the securities permitting
sale. The valuation of illiquid securities will be monitored by the Manager
subject to the supervision of the Fund's Board.
Investment Restrictions. The Fund has adopted investment restrictions
numbered 1 through 16 as fundamental policies. These restrictions cannot be
changed without approval by the holders of a majority, as defined in the
Investment Company Act of 1940 (the "Act"), of the Fund's outstanding voting
shares. Investment restrictions numbered 17 and 18 are not fundamental
policies and may be changed by vote of a majority of the Fund's Directors at
any time.
1. The Fund's special considerations described under "Special
Considerations" in the Fund's Prospectus will not be changed or supplemented.
2. The Fund may not purchase the securities of any issuer if
such purchase would cause more than 5% of the value of its total assets to be
invested in securities of such issuer (except securities of the United States
Government or any instrumentality thereof).
3. The Fund may not purchase the securities of any issuer if
such purchase would cause the Fund to hold more than 10% of the outstanding
voting securities of such issuer.
4. The Fund may not purchase securities of any company having
less than three years' continuous operating history (including that of any
predecessors), if such purchase would cause the value of the Fund's
investments in all such securities to exceed 5% of the value of its net
assets. See also Investment Restriction No. 10.
5. The Fund may not purchase securities of closed-end investment
companies except in connection with a merger or consolidation of portfolio
companies. The Fund shall not purchase or retain securities issued by open-end
investment companies other than itself.
6. The Fund may not purchase or retain the securities of any
issuer if officers or directors of the Fund or of its investment adviser, who
own beneficially more than 1/2 of 1% of the securities of such issuer together
own beneficially more than 5% of the securities of such issuer.
7. The Fund may not purchase, hold or deal in commodities or
commodity contracts, in oil, gas, or other mineral exploration or development
programs, or in real estate but this shall not prohibit the Fund from
investing, consistent with Investment Restriction 18 below, in securities of
companies engaged in oil, gas or mineral investments or activities. This
limitation shall not prevent the Fund from investing in securities issued by a
real estate investment trust, provided that such trust is not permitted to
invest in real estate or in interests other than mortgages or other security
interests.
8. The Fund may not borrow money, except to the extent
permitted under the Act.
9. The Fund may not make loans other than by the purchase,
consistent with Investment Restriction 18 below, of bonds, debentures or other
debt securities of the types commonly offered privately and purchased by
financial institutions. The purchase of a portion of an issue of publicly
distributed debt obligations shall not constitute the making of loans.
10. The Fund may not act as an underwriter of securities of other
issuers.
11. The Fund may not purchase from or sell to any of its officers or
directors, or firms of which any of them are members, any securities (other
than capital stock of the Fund), but such persons or firms may act as brokers
for the Fund for customary commissions.
12. The Fund may not invest in the securities of a company for the
purpose of exercising management or control, but the Fund will vote the
securities it owns in its portfolio as a shareholder in accordance with its
views.
13. The Fund may not purchase securities on margin, but the Fund may
obtain such short-term credit as may be necessary for the clearance of
purchases and sales of securities.
14. The Fund may not sell any security short or engage in the
purchase and sale of put, call, straddle, or spread options or combinations
thereof, or in writing such options, except that the Fund may write and sell
covered call option contracts on securities owned by the Fund up to, but not
in excess of, 20% of the market value of its net assets at the time such option
contracts are written. The Fund may also purchase call options for the
purpose of terminating its outstanding obligations with respect to securities
upon which covered call option contracts have been written. In connection with
the writing of covered call options, the Fund may pledge assets to an extent
not greater than 20% of the market value of its total net assets at the time
such options are written.
15. The Fund may not concentrate its investments in any particular
industry or industries, except that the Fund may invest up to 25% of the value
of its total assets in a single industry.
16. The Fund may not purchase warrants in excess of 2% of the value
of its net assets. Such warrants shall be valued at the lower of cost or
market, except that warrants acquired by the Fund in units or attached to
securities shall be deemed to be without value, for purposes of this
restriction only.
17. The Fund may not pledge, mortgage, hypothecate or otherwise
encumber its assets, except to the extent necessary to secure permitted
borrowings.
18. The Fund may not enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase securities which
are illiquid if, in the aggregate, more than 15% of the value of the Fund's
net assets would be so invested.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values or
assets will not constitute a violation of that restriction.
In addition, the Fund has adopted the following policies as non-
fundamental policies. The Fund intends (i) to comply with the diversification
requirements prescribed in regulations under Section 817(h) of the Internal
Revenue Code of 1986, as amended (the "Code"), and (ii) to comply in all
material respects with insurance laws and regulations applicable to
investments of separate accounts of Participating Insurance Companies.
MANAGEMENT OF THE FUND
Directors and officers of the Fund are shown below, together with
information as to their principal business occupation during at least the last
five years. Each Director who is deemed to be an "interested person" of the
Fund, as defined in the Act, is indicated by an asterisk.
Directors of the Fund
CLIFFORD L. ALEXANDER, JR., Director. President of Alexander & Associates,
Inc., a management consulting firm. From 1977 to 1981, Mr. Alexander
served as Secretary of the Army and Chairman of the Board of the
Panama Canal Company and from 1975 to 1977, he was a member of the
Washington, D.C. law firm of Vernes, Liipfert, Bernhard, McPherson and
Alexander. He is a director of American Home Products Corporation,
The Dun & Bradstreet Corporation, Equitable Resources, Inc., a
producer and distributor of natural gas and crude petroleum, MCI
Communications Corporation and Mutual of America Life Insurance
Company. Mr. Alexander is also a Board member of 17 other funds in
the Dreyfus Family of Funds. He is 61 years old and his address is
400 C Street N.E., Washington, D.C. 20002.
LUCY WILSON BENSON, Director. President of Benson and Associates, consultants
to business and government. Mrs. Benson is a director of COMSAT
Corporation, General Re Corporation and Logistics Management
Institute. She is also a Trustee of the Alfred P. Sloan Foundation,
Vice Chairman of the Board of Trustees of Lafayette College, Vice
Chairman of the Citizens Network for Foreign Affairs, and a member of
the Council on Foreign Relations. Mrs. Benson served as a consultant
to the U.S. Department of State and to SRI International from 1980 to
1981. From 1977 to 1980, she was Under Secretary of State for
Security Assistance, Science and Technology. Mrs. Benson is also a
Board member of 13 other funds in the Dreyfus Family of Funds. She is
67 years old and her address is 46 Sunset Avenue, Amherst,
Massachusetts 01002.
*JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. For more
than five years prior thereto, he was President, a director and, until
August 31, 1994, Chief Operating Officer of the Manager and Executive
Vice President and a director of Dreyfus Service Corporation, a
wholly-owned subsidiary of the Manager and, until August 1994, the
Fund's distributor. From August 1994 to December 31, 1994, he was a
director of Mellon Bank Corporation. Mr. DiMartino is a director and
former Treasurer of The Muscular Dystrophy Association; a trustee of
Bucknell University; and a director of the Noel Group, Inc. Mr.
DiMartino is also a Board member of 91 other funds in the Dreyfus
Family of Funds. He is 51 years old and his address is 200 Park
Avenue, New York, New York 10166.
PETER C. GOLDMARK, JR., Director. Since July 1988, President of The
Rockefeller Foundation, an organization which promotes research and
educational activities. He is also a trustee of The Rockefeller
Foundation and a director of Knight-Ridder Corp. From 1985 to 1988,
Mr. Goldmark was Senior Vice President of Times Mirror Company and
from 1977 to 1985 he was Executive Director of The Port Authority of
New York and New Jersey. Mr. Goldmark is also a Board member of one
other fund in the Dreyfus Family of Funds. He is 54 years old and his
address is 420 Fifth Avenue, New York, New York 10018.
JOSIE CRUZ NATORI, Director. Since 1977, President of The Natori Company, a
fashion design company. She sits on the Board of Trustees of
Manhattanville College, the Board of Directors of the Educational
Foundation of Fashion Industries and on the Boards of The Philippine
American Foundation, Calyx & Corolla and Junior Achievement, Inc.
Additionally, she is an active member of the Young Presidents
Organization, the Committee of 200 and the Fashion Group
International. Ms. Natori is also a Board member of one other fund
in the Dreyfus Family of Funds. She is 47 years old and her address
is 40 East 34th Street, New York, New York 10016.
The Fund typically pays its Directors an annual retainer and
reimburses them for their expenses. The Chairman of the Board receives an
additional 25% of such compensation. For the fiscal year ended December 31,
1994, the aggregate amount of fees and expenses received by each Director from
the Fund and all other funds in the Dreyfus Family of Funds for which such
person is a Board member were as follows:
<TABLE>
(5)
(3) Total
(2) Pension or (4) Compensation from
(1) Aggregate Retirement Benefits Estimated Annual Fund and Fund
Name of Board Compensation from Accrued as Part of Benefits Upon Complex Paid to
Member Fund* Fund's Expenses Retirement Board Member
____________________ ________________ __________________ ____________________ _________________
<S> <C> <C> <C> <C>
Clifford L. Alexander $2,500 none none $ 73,210
Lucy Wilson Benson $2,500 none none $ 64,459
Joseph S. DiMartino** $3,125 none none $445,000
Peter C. Goldmark $2,500 none none $ 12,459
Josie Cruz Natori $2,500 none none $ 12,459
* Amount does not include reimbursed expenses for attending Board Meetings,
which amounted to $1,748 for all Directors as a group.
** Estimated amounts for the current fiscal year ending December 31, 1995.
</TABLE>
For so long as the Fund's plan described in the section captioned
"Shareholder Services Plan" remains in effect, the Directors of the Fund who
are not "interested persons" of the Fund, as defined in the Act, will be
selected and nominated by the Directors who are not "interested persons" of
the Fund.
The fees paid to the Directors of the Fund are higher than those
paid by most investment companies and are paid for what the Board deems to be
its additional responsibilities, as described under "Special Considerations-
The Investment Selection Process" in the Fund's Prospectus.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief Operating
Officer and a Director of the Distributor and an officer of other
investment companies advised or administered by Dreyfus. From
December 1991 to July 1994, she was President and Chief Compliance
Officer of Funds Distributor, Inc., a wholly-owned subsidiary of The
Boston Company, Inc. Prior to December 1991, she served as Vice
President and Controller, and later as Senior Vice President, of The
Boston Company Advisors, Inc. She is 37 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President -
General Counsel of the Distributor and an officer of other investment
companies advised or administered by Dreyfus. From February 1992
to July 1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as an
Associate at Ropes & Gray, and prior to August 1990, he was employed
as an Associate at Sidley & Austin. He is 30 years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary. Associate General
Counsel of the Distributor and an officer of other investment
companies advised or administered by Dreyfus. From September 1992 to
August 1994, he was an attorney with the Board of Governors of the
Federal Reserve System. He is 30 years old.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior Vice
President of the Distributor and an officer of other investment
companies advised or administered by Dreyfus. From 1988 to
August 1994, he was manager of the High Performance Fabric Division of
Springs Industries Inc. He is 33 years old.
JOSEPH F. TOWER, III, Assistant Treasurer. Senior Vice President, Treasurer
and Chief Financial Officer of the Distributor and an officer of other
investment companies advised or administered by Dreyfus. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 32 years old.
JOHN J. PYBURN, Assistant Treasurer. Vice President of the Distributor and
an officer of other investment companies advised or administered by
Dreyfus. From 1984 to July 1994, he was Assistant Vice President in
the Mutual Fund Accounting Department of Dreyfus. He is 59 years old.
PAUL FURCINITO, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by Dreyfus. From January 1992 to July 1994, he was a
Senior Legal Product Manager, and, from January 1990 to January 1992,
he was a mutual fund accountant, for The Boston Company Advisors, Inc.
He is 28 years old.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by Dreyfus. From March 1992 to July 1994, she was a
Compliance Officer for The Managers Funds, a registered investment
company. From March 1990 until September 1991, she was Development
Director of The Rockland Center for the Arts and, prior thereto, was
employed as a Research Assistant for the Bureau of National Affairs.
She is 50 years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Directors and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of common stock outstanding on February 8, 1995.
The following persons are known by the Fund to own of record 5% or
more of the Fund's outstanding voting securities on February 8, 1995:
Nationwide Variable Account II, P.O. Box 182029, Columbus, Ohio 43218--74.4%;
and Transamerica Occidental Life Insurance Company Separate Account VA-2L,
1150 South Olive Street, Los Angeles, California 90015--16.8%. A shareholder
that owns, directly or indirectly, 25% or more of the Fund's voting securities
may be deemed to be a "control person" (as defined in the Act) of the Fund.
INVESTMENT ADVISORY AGREEMENTS
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management of
the Fund."
Management Agreement. The Manager provides investment advisory
services pursuant to the Management Agreement (the "Agreement") dated August 2,
1994, between the Manager and the Fund which is subject to annual approval by
(i) the Board of Directors of the Fund or (ii) vote of a majority (as defined
in the Act) of the outstanding voting securities of the Fund, provided that in
either event the continuance also is approved by a majority of the Board of
Directors who are not "interested persons" (as defined in the Act) of the Fund
or the Manager, by vote cast in person at a meeting called for the purpose of
voting on such approval. The Board of Directors, including a majority of the
Directors who are not "interested persons", approved the Agreement at a
meeting held on May 26, 1994. Shareholders approved the Agreement on August
2, 1994. The Agreement is terminable without penalty, on 60 days' notice, by
the Board of Directors of the Fund or by vote of the holders of a majority of
the Fund's shares, or, upon not less than 90 days' notice, by the Manager. The
Agreement will terminate automatically in the event of its assignment (as
defined in the Act).
As compensation for the Manager's services to the Fund, under the
Agreement the Fund has agreed to pay the Manager a fee, computed monthly, at
an annual rate of .75 of 1% of the Fund's average daily net assets. All fees
and expenses are accrued daily and deducted before declaration of dividends
to shareholders. Prior to August 2, 1994, the Manager provided investment
advisory services to the Fund pursuant to an Investment Advisory Agreement
with the Fund (the "Prior Advisory Agreement") dated July 29, 1992. Pursuant
to the Prior Advisory Agreement, the Fund agreed to pay the Manager an
advisory fee at the annual rate of .65 of 1% of the Fund's average daily net
assets up to $200 million; .55 of 1% of the Fund's average daily net assets
for the next $100 million; and .375 of 1% of the Fund's average daily net
assets in excess of $300 million. For the period October 7, 1993
(commencement of operations) through December 31, 1993, and for the fiscal
year ended December 31, 1994, no investment advisory fee was paid by the Fund
pursuant to undertakings by the Manager.
The following persons are officers and/or directors of the Manager:
Howard Stein, Chairman of the Board and Chief Executive Officer; W. Keith
Smith, Vice Chairman of the Board of Directors; Robert E. Riley, President,
Chief Operating Officer and a Director; Daniel C. Maclean III, General Counsel
and Vice President; Elie M. Genadry, Vice President--Institutional Sales;
Henry D. Gottmann, Vice President--Retail Sales and Service; Jeffrey N.
Nachman, Vice President--Fund Administration; Philip L. Toia, Vice Chairman--
Operations and Administration; Lawrence S. Kash, Vice Chairman--Distribution
and a director; Barbara E. Casey, Vice President--Retirement Services; Diane
M. Coffey, Vice President--Corporate Communications; Katherine C. Wickham,
Vice President--Human Resources; Maurice Bendrihem--Controller; Mark N.
Jacobs, Vice President--Legal and Secretary; and Mandell L. Berman, Frank V.
Cahouet, Alvin E. Friedman, Lawrence M. Greene, Julian M. Smerling and David
B. Truman, Directors.
Sub-Investment Advisory Agreement. NCM provides sub-investment
advisory services pursuant to a Sub-Investment Advisory Agreement dated August
2, 1994 between the Manager and NCM. The Sub-Investment Advisory Agreement
is subject to annual approval by (i) the Board of Directors of the Fund or
(ii) vote of a majority (as defined in the Act) of the Fund's outstanding
voting securities, provided that in either event the continuance also is
approved by a majority of the Directors who are not "interested persons" (as
defined in the Act) of any party to the Sub-Investment Advisory Agreement, by
vote cast in person at a meeting called for the purpose of voting on such
approval. The Board of Directors, including a majority of the Directors who
are not "interested persons", approved the Sub-Investment Advisory Agreement
at a meeting held on May 26, 1994. Shareholders approved the Sub-Investment
Advisory Agreement on August 2, 1994. The Sub-Investment Advisory Agreement
is terminable without penalty, on 60 days' notice, by the Manager, by the
Board of Directors of the Fund or by vote of the holders of a majority of the
Fund's shares, or, upon not less than 90 days' notice, by NCM. The
Sub-Investment Advisory Agreement will terminate automatically in the event
of its assignment (as defined in the Act). In addition, if the Management
Agreement terminates for any reason, the Sub-Investment Advisory Agreement
will terminate effective upon the date the Management Agreement terminates.
As compensation for NCM's services under the Agreement, the Manager
has agreed to pay NCM a fee, payable monthly, at an annual rate as set forth
in the Fund's Prospectus.
Prior to August 2, 1994, Tiffany Capital Advisors, Inc. ("Tiffany")
served as the Fund's sub-investment adviser pursuant to a sub-investment
advisory agreement (the "Prior Sub-Advisory Agreement") dated July 29, 1992
between Tiffany and the Fund. Pursuant to the Prior Sub-Advisory Agreement,
the Fund agreed to pay Tiffany a sub-investment advisory fee at the annual
rate of .10 of 1% of the Fund's average daily net assets up to $200 million;
.20 of 1% of the Fund's average daily net assets for the next $100 million;
and .375 of 1% of the Fund's average daily net assets in excess of $300
million. The sub-investment advisory fee payable by the Fund pursuant to the
Prior Sub-Advisory Agreement for the period October 7, 1993 (commencement of
operations) through December 31, 1993, and for the period January 1, 1994
through August 1, 1994, was $132 and $2,200, respectively. However, for the
period January 1, 1994 through August 1, 1994, no sub-investment advisory fee
was paid by the Fund pursuant to an undertaking by Tiffany.
The following persons are officers and/or directors of NCM: Maceo K.
Sloan, Chairman, President and Chief Executive Officer; Justin F. Beckett,
Executive Vice President and Director; Peter J. Anderson, Director; Morris
Goodwin, Jr., Director; Edith H. Noel, Senior Vice President, Corporate
Secretary and Treasurer; Dennis M. McCaskill, Jr., Senior Vice President;
Clifford D. Mpare, Jr., Senior Vice President-Investments; David C. Carter,
Mary M. Ford, Stephon A. Jackson, Stanley G. Laborde, Linda Jordan, Victor
Ross, Wendell Mackey, Lorenzo Newsome and Lawrence Verny, Vice Presidents;
Deborah C. Bronson, Vice President-Director of Operations; Terrence S. Laster,
Assistant Vice President; and Marc Reid, Assistant Vice President-Manager of
Marketing and Client Services.
NCM provides day-to-day management of the Fund's portfolio of
investments in accordance with the stated policies of the Fund, subject to the
supervision of the Manager and the approval of the Fund's Board of Directors.
The Manager and NCM provide the Fund with Portfolio Managers who are
authorized by the Directors to execute purchases and sales of securities. The
Fund's Portfolio Managers are Diane M. Coffey, Thomas A. Frank, James P.
Ruskin, Maceo K. Sloan, James Stanley, and Howard Stein. The Manager also
maintains a research department with a professional staff of portfolio
managers and securities analysts who provide research services for the Fund
as well as for other funds advised by the Manager. All purchases and sales
are reported for the Directors' review at the meeting subsequent to such
transactions.
PURCHASE OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor also
acts as distributor for the other funds in the Dreyfus Family of Funds and for
certain other investment companies.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Redeem
Fund Shares."
Redemption Commitment. The Fund has committed itself to pay in cash
for all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of the
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such amount,
the Board of Directors reserves the right to make payments in whole or in part
in securities or other assets of the Fund in case of an emergency or any time a
cash distribution would impair the liquidity of the Fund to the detriment of
the existing shareholders. In this event, the securities would be valued in
the same manner as the portfolio of the Fund. If the recipient sold such
securities, brokerage charges would be incurred.
Suspension of Redemption. The right of redemption may be suspended or
the date of payment postponed (a) during any period when the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (b)
when trading in the markets the Fund normally utilizes is restricted, or when
an emergency exists as determined by the Securities and Exchange Commission
so that disposal of the Fund's investments or determination of its net asset
value is not reasonably practicable, or (c) for such other periods as the
Securities and Exchange Commission by order may permit to protect the Fund's
shareholders.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
Valuation of Portfolio Securities. Portfolio securities, including
warrants and covered call options written, are valued at the last sales price
on the securities exchange on which the securities primarily are traded or at
the last sales price on the national securities market. Securities not listed
on an exchange or national securities market, or securities in which there
were no transactions, are valued at the average of the most recently reported
bid and asked prices. Market quotations of foreign securities in foreign
currencies are translated into U.S. dollars at the prevailing rates of
exchange. Any securities or other assets for which market quotations are not
readily available are valued at fair value as determined in good faith by the
Board of Directors. The Board of Directors will review the method of valuation
on a regular basis. In making their good faith valuation, the Board will
generally take the following into consideration: restricted securities which
are, or are convertible into, securities of the same class of securities for
which a public market exists usually will be valued at market value less the
same percentage discount at which purchased. This discount will be revised
periodically by the Board of Directors if they believe that it no longer
reflects the value of the restricted securities. Restricted securities not
of the same class as securities for which a public market exists will usually
be valued initially at cost. Any subsequent adjustments from cost will be
based upon considerations deemed relevant by the Board of Directors. Expenses
and fees, including the advisory fees, are accrued daily and taken into
account for the purpose of determining the net asset value of Fund shares.
New York Stock Exchange Closings. The holidays (as observed) on which
the New York Stock Exchange is closed currently are: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.
SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Shareholder
Services Plan."
The Fund has adopted a Shareholder Services Plan (the "Plan") pursuant
to which the Fund reimburses Dreyfus Service Corporation, a wholly-owned
subsidiary of the Manager, for certain allocated expenses with respect to
servicing and/or maintaining shareholder accounts.
A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Directors for their review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Directors, and by the
Directors who are not "interested persons" (as defined in the Act) of the Fund
and have no direct or indirect financial interest in the operation of the
Plan, by vote cast in person at a meeting called for the purpose of
considering such amendments. The Plan is subject to annual approval by such
vote of the Directors cast in person at a meeting called for the purpose of
voting on the Plan. The Plan is terminable at any time by vote of a majority
of the Directors who are not "interested persons" of the Fund and have no
direct or indirect financial interest in the operation of the Plan.
For the fiscal year ended December 31, 1994, no amount was charged to
the Fund under the Plan.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
Since its inception, the Fund has qualified as a "regulated investment
company" under Subchapter M of the Code. The Fund intends to continue to so
qualify if such qualification is in the best interests of the Participating
Insurance Companies. Qualification as a "regulated investment company"
relieves the Fund of any liability for Federal income taxes to the extent its
net investment income and net realized capital gains are distributed in
accordance with applicable provisions of the Code. Among the requirements for
such qualification is that less than 30% of the Fund's income be derived from
gains from the sale or other disposition of securities held for less than
three months, the Fund must pay out to its shareholders at least 90% of its
net income (consisting of net investment income and net short-term capital
gain) and must meet certain asset diversification and other requirements.
Accordingly, the Fund may be restricted in selling of securities held for less
than three months, and in the utilization of certain of the investment
techniques described in the Prospectus. The Code, however, allows the Fund
to net certain offsetting positions, making it easier for the Fund to satisfy
the 30% test. The term "regulated investment company" does not imply the
supervision of management or investment practices or policies by any
government agency. The Fund may be subject to a non-deductible 4% excise tax,
measured with respect to certain undistributed amounts of investment income
and capital gains. If the Fund does not qualify as a "regulated investment
company," however, it will be subject to the general rules governing the
federal income taxation of corporations under the Code.
Section 817(h) of the Code requires that the investments of a
segregated asset account of an insurance company be "adequately diversified"
as provided therein or in accordance with U.S. Treasury Regulations in order
for the account to serve as the basis for VA contracts or VLI policies. The
Fund intends to comply with applicable requirements so that the Fund's
investments are "adequately diversified" for this purpose. Section 817(h) and
the U.S. Treasury Regulations issued thereunder provide the manner in which
a segregated asset account will treat investments in a regulated investment
company for purposes of the diversification requirements. If a Fund satisfies
certain conditions, a segregated asset account owning shares of the Fund will
be treated as owning multiple investments consisting of the account's
proportionate share of each of the assets of the Fund. The Fund intends to
satisfy these conditions so that the shares of the Fund owned by a segregated
asset account of a Participating Insurance Company will be treated as multiple
investments. If, however, the Fund is not "adequately diversified" within the
meaning of Section 817(h) of the Code, the VA contracts and VLI policies
supported by the Fund would not be treated as annuity or life insurance
contracts, as the case may be, for any period (or subsequent period) during
which the Fund is not "adequately diversified".
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gains and losses. However, all or a portion of the gain
or loss realized for the disposition of foreign currency, non-U.S. dollar
denominated debt instruments, and certain financial futures and options, may
be treated as ordinary income or loss under Section 988 of the Code. In
addition, all or a portion of the gain realized from the disposition of
certain market discount bonds will be treated as ordinary income under Section
1276. Finally, all or a portion of the gain realized from engaging in
"conversion transactions" may be treated as ordinary income under Section
1258. "Conversion transactions" are defined to include certain forward,
futures, option and straddle transactions, transactions marketed or sold to
produce capital gains, or transactions described in Treasury regulations to
be issued in the future.
Under Section 1256 of the Code, gain or loss realized by the Fund from
certain financial futures and options transactions (other than those taxed
under Section 988 of the Code) will be treated as 60% long term capital gain
or loss and 40% short term capital gain or loss. Gain or loss will arise upon
the exercise or lapse of such futures and options as well as from closing
transactions. In addition, any such futures or options remaining unexercised
at the end of the Fund's taxable year will be treated as sold for their then
fair market value, resulting in additional gain or loss to the Fund
characterized in the manner described above.
Offsetting positions held by the Fund involving financial futures and
options may constitute "straddles." Straddles are defined to include
"offsetting positions" in actively traded personal property. The tax
treatment of straddles is governed by Sections 1092 and 1258 of the Code,
which, in certain circumstances, overrides or modifies the provisions of
Sections 988 and 1256. As such, all or a portion of any short or long-term
capital gain from certain "Straddle" and/or conversion transactions may be
recharacterized to ordinary income.
If the Fund were treated as entering into straddles by reason of its
futures or options transactions, such straddles could be characterized as
"mixed straddles" if the futures or options transactions comprising such
straddles were governed by Section 1256 of the Code. The Fund may make one
or more elections with respect to "mixed straddles." Depending upon which
elections made, if any, the results to the Fund may differ. If no election
is made, to the extent the straddle rules apply to positions established by
the Fund, losses realized by the Fund will be deferred to the extent of
unrealized gain in any offsetting positions. Moreover, as a result of the
straddle and conversion transaction rules, short term capital loss on straddle
positions may be recharacterized as long term capital loss, and long term
capital gain may be recharacterized as short term capital gain or ordinary
income.
Investment by the Fund in securities issued at a discount or providing
for deferred interest or for payment of interest in the form of additional
obligations could, under special tax rules, affect the amount, timing and
character of distributions to shareholders by causing the Fund to recognize
income prior to the receipt of cash payments. For example, the Fund could be
required to recognize annually a portion of the discount (or deemed discount)
at which such securities were issued and to distribute an amount equal to such
income in order to maintain its qualification as a regulated investment
company. In such case, the Fund may have to dispose of securities which it
might otherwise have continued to hold in order to generate cash to satisfy
these distribution requirements.
Since shareholders of the Fund will be the separate accounts of
Participating Insurance Companies, no discussion is included herein as to the
Federal income tax consequences at the level of the holders of the VA
contracts or VLI policies. For information concerning the Federal income tax
consequences to such holders, see the prospectuses for such VA contracts or
VLI policies.
PORTFOLIO TRANSACTIONS
The Manager assumes general supervision over placing orders on behalf
of the Fund for the purchase or sale of portfolio securities. Allocation of
brokerage transactions, including their frequency, is made in the best
judgment of the Manager and in a manner deemed fair and reasonable to
shareholders, rather than by any formula. The primary consideration in all
portfolio securities transactions is prompt execution of orders at the most
favorable net price. When this primary consideration is met to the
satisfaction of the Manager, brokers may also be selected because of their
ability to handle special executions such as are involved in large block
trades or broad distributions. Large block trades may, in certain cases,
result from two or more funds advised or administered by the Manager being
engaged simultaneously in the purchase or sale of the same security. Subject
to the primary consideration, particular brokers selected may also include
those who supplement the Manager's and NCM's research facilities with
statistical data, investment information, economic facts and opinions; sales
of Fund shares by a broker may be taken into consideration. Information so
received is in addition to and not in lieu of services required to be
performed by the Manager and NCM and their fees are not reduced as a
consequence of the receipt of such supplemental information. Such information
may be useful to the Manager in serving both the Fund and other funds which
it advises and to NCM in serving both the Fund and the other accounts it
manages, and, conversely, supplemental information obtained by the placement
of business of other clients may be useful to the Manager and NCM in carrying
out their obligations to the Fund. The overall reasonableness of brokerage
commissions paid is evaluated by the Manager based upon its knowledge of
available information as to the general level of commissions paid by other
institutional investors for comparable services. When transactions are
executed in the over-the-counter market, the Fund will deal with the primary
market makers unless a more favorable price or execution is otherwise
obtainable. Although it is not possible to place a dollar value on the
research services received from brokers who effect transactions in portfolio
securities, it is the opinion of the Manager that these services should not
reduce the overall expenses of its research department.
For its portfolio securities transactions for the period October 7,
1993 (commencement of operations) to December 31, 1993 and for the fiscal year
ended December 31, 1994, the Fund paid total brokerage commissions of $3,188
and $54,787, respectively, none of which was paid to the Distributor. For the
period October 7, 1993 to December 31, 1993 there were no spreads or
concessions on principal transactions. Concessions on principal transactions
totaled $1,265 for the fiscal year ended December 31, 1994.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Performance
Information."
The Fund's average annual total return for the 1 and 1.236 year
periods ended December 31, 1994 was 1.49% and 7.18%, respectively. Average
annual total return of the Fund is calculated by determining the ending
redeemable value of an investment purchased with a hypothetical $1,000 payment
made at the beginning of the period (assuming the reinvestment of dividends and
distributions), dividing by the amount of the initial investment, taking the
"n"th root of the quotient (where "n" is the number of years in the period)
and subtracting 1 from the result.
The Fund's total return for the period October 7, 1993 (commencement
of operations) to December 31, 1994 was 8.95%. Total return is calculated by
subtracting the amount of the Fund's net asset value per share at the
beginning of a stated period from the net asset value per share at the end of
the period (after giving effect to the reinvestment of dividends and
distributions during the period), and dividing the result by the net asset
value per share at the beginning of the period.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "General
Information."
Each share has one vote and, when issued and paid for in accordance
with the terms of the offering, is fully paid and non-assessable. Shares of
stock are of one class and have equal rights as to voting, redemption,
dividends, and in liquidation. Shares have no preemptive, subscription or
conversion rights and are freely transferable.
The Fund currently permits investors to invest in only one portfolio
of securities. The Fund expects that it may in the future, create one or more
additional portfolios of securities, each with a different investment
objective.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
COUNSEL AND INDEPENDENT AUDITORS
The Bank of New York, 90 Washington Street, New York, New York 10286,
is the Fund's custodian. The Shareholder Services Group, Inc., a subsidiary
of First Data Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671
is the Fund's transfer and dividend disbursing agent. Neither The Bank of New
York nor The Shareholder Services Group, Inc. has any part in determining the
investment policies of the Fund or which securities are to be purchased or
sold by the Fund.
Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York
10103, as counsel for the Fund, has rendered its opinion as to certain legal
matters in connection with the shares of capital stock being sold pursuant to
the Fund's Prospectus to which this Statement of Additional Information
relates.
Ernst & Young LLP, independent auditors, 787 Seventh Avenue, New York,
New York 10019 have been selected as auditors of the Fund.
<TABLE>
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF INVESTMENTS DECEMBER 31, 1994
COMMON STOCKS--55.8% SHARES VALUE
--------------------------
<S> <C> <C> <C>
BASICS--3.1% American Barrick Resources.............. 3,000 $ 66,750
British Steel, A.D.S. ................. 1,700 41,225
Cleveland-Cliffs....................... 1,500 55,500
Nucor.................................. 1,200 66,600
Praxair................................ 3,700 75,850
Santa Fe Pacific Gold.................. (a) 1,680 21,630
----------
327,555
----------
CONSUMER CYCLICAL--8.8% American Stores....................... 3,100 83,313
Clayton Homes.......................... 3,750 59,063
Disney (Walt).......................... 3,100 142,988
Dollar General......................... 4,775 143,250
Grainger (W.W.)........................ 1,400 80,850
Heilig-Meyers.......................... 2,100 53,025
Leggett & Platt........................ 1,500 52,500
Lennar................................. 3,200 49,600
Lowe's................................. 1,300 45,175
Oxford Industries...................... 1,900 41,562
Penney (J.C.).......................... 1,200 53,550
Pier 1 Imports......................... 7,700 72,187
Wal-Mart Stores........................ 1,900 40,375
----------
917,438
----------
CONSUMER STAPLES--11.7% ALZA................................... (a) 1,800 32,400
Amgen................................ (a) 1,700 100,300
Becton, Dickinson...................... 1,700 81,600
Coca-Cola.............................. 2,500 128,750
Colgate-Palmolive...................... 2,100 133,088
Columbia/HCA Healthcare................ 1,800 65,700
Cordis............................... (a) 1,500 90,750
Forest Laboratories.................. (a) 1,300 60,613
Genelabs Technologies................ (a) 5,200 6,175
Gillette............................... 1,000 74,750
HealthCare COMPARE................... (a) 1,900 64,837
Medtronic.............................. 1,200 66,750
Merck & Co. ........................... 6,500 247,812
NovaCare............................. (a) 4,000 29,000
Vallen............................... (a) 2,300 31,625
----------
1,214,150
----------
ENERGY--.8% Anadarko Petroleum..................... 500 19,250
Tosco.................................. 2,100 61,163
----------
80,413
----------
FINANCE--8.2% ADVANTA, Cl. A......................... 2,000 52,500
AFLAC.................................. 3,700 118,400
American International Group........... 1,500 147,000
Dean Witter, Discover & Co. ........... 700 23,713
Federal National Mortgage Association.. 1,700 123,887
First Chicago.......................... 1,300 62,075
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
-------------- ------------
FINANCE (CONTINUED) Green Tree Financial.................... 2,000 $ 60,750
Midlantic.............................. 2,300 60,950
NationsBank............................ 1,400 63,175
PXRE................................... 1,100 31,075
State Street Boston.................... 1,400 40,075
T. Rowe Price Association.............. 2,300 69,000
----------
852,600
----------
INDUSTRIAL--6.5% AGCO................................... 2,700 82,012
Armstrong World Industries............. 1,200 46,200
Briggs & Stratton...................... 1,000 32,750
Clark Equipment...................... (a) 1,100 59,675
Cummins Engine......................... 1,300 58,825
Deere & Co. ........................... 800 53,000
Eaton.................................. 1,400 69,300
Federal-Mogul.......................... 2,200 44,275
Fluor.................................. 1,100 47,438
Ingersoll-Rand......................... 2,200 69,300
Magna International, Cl. A............. 1,400 53,725
Miller (Herman)........................ 2,300 60,375
----------
676,875
----------
TECHNOLOGY--10.7% Applied Materials...................... (a) 1,400 59,150
BMC Software......................... (a) 1,900 108,062
Compaq Computer...................... (a) 1,600 63,200
Computer Associates International...... 2,100 101,850
E-Systems.............................. 2,000 83,250
EMC.................................. (a) 7,400 160,025
Hewlett-Packard........................ 1,600 159,800
Linear Technology...................... 1,500 74,250
Motorola............................... 1,600 92,600
Oracle Systems....................... (a) 1,800 79,425
Seagate Technology................... (a) 3,000 72,000
Texas Instruments...................... 800 59,900
----------
1,113,512
----------
TRANSPORTATION--1.8% Airborne Freight ....................... 1,900 38,950
Santa Fe Pacific....................... 2,800 49,000
Southwest Airlines..................... 2,500 41,875
Union Pacific.......................... 1,200 54,750
----------
184,575
----------
UTILITIES--4.2% AT & T.................................. 2,900 145,725
Ameritech.............................. 3,400 137,275
SBC Communications..................... 1,800 72,675
Sprint................................. 2,900 80,112
----------
435,787
----------
TOTAL COMMON STOCKS
(cost $5,920,488).................... $5,802,905
==========
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994
PRINCIPAL
SHORT-TERM INVESTMENTS--42.4% AMOUNT VALUE
------------ --------------
U.S. TREASURY BILLS:
5.17%, 2/2/95.......................... $ 224,000 $ 222,971
4.85%, 2/9/95.......................... 4,076,000 4,054,584
5.30%, 3/9/95.......................... 140,000 138,619
----------
TOTAL SHORT-TERM INVESTMENTS
(cost $4,416,174).................... $4,416,174
==========
TOTAL INVESTMENTS (cost $10,336,662) ................................ 98.2% $10,219,079
===== ===========
CASH AND RECEIVABLES (NET) ......................................... 1.8% $ 187,202
===== ===========
NET ASSETS.................................................................. 100.0% $10,406,281
===== ===========
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.
See notes to financial statements.
</TABLE>
<TABLE>
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1994
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $10,336,662)_see statement........................................................ $10,219,079
Cash...................................................................................... 151,531
Dividends receivable...................................................................... 10,764
Prepaid expenses.......................................................................... 52,813
Due from The Dreyfus Corporation.......................................................... 1,215
-----------
10,435,402
LIABILITIES;
Accrued expenses.......................................................................... 29,121
-----------
NET ASSETS ........................................................................ $10,406,281
===========
REPRESENTED BY:
Paid-in capital........................................................................... $10,587,569
Accumulated distributions in excess of investment income_net.............................. (2,009)
Accumulated net realized (loss) on investments............................................ (61,696)
Accumulated net unrealized (depreciation) on investments_Note 3........................... (117,583)
-------------
NET ASSETS at value applicable to 786,711 shares outstanding
(150 million shares of $.001 par value Common Stock authorized)........................... $10,406,281
===========
NET ASSET VALUE, offering and redemption price per share
($10,406,281 / 786,711 shares)............................................................ $13.23
======
See notes to financial statements.
</TABLE>
<TABLE>
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1994
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $219 foreign taxes withheld at source)......... $ 169,021
Interest.............................................................. 109,701
----------
TOTAL INCOME.................................................... $ 278,722
EXPENSES:
Investment advisory fee_Note 2(a)..................................... 41,102
Sub-investment advisory fee_Note 2(a)................................. 2,200
Legal fees............................................................ 57,909
Organization expenses................................................. 15,273
Directors' fees and expenses_Note 2(c)................................ 11,775
Auditing fees......................................................... 11,174
Shareholder servicing costs_Note 2(b)................................. 9,643
Prospectus and shareholders' reports.................................. 6,433
Custodian fees........................................................ 5,119
Registration fees..................................................... 3,116
Miscellaneous......................................................... 1,017
----------
164,761
Less_expense reimbursement from Dreyfus and Tiffany due to
undertakings_Note 2(a)............................................ 150,327
----------
TOTAL EXPENSES.................................................. 14,434
----------
INVESTMENT INCOME--NET.......................................... 264,288
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
Net realized (loss) on investments_Note 3............................... $ (61,713)
Net unrealized (depreciation) on investments............................ (146,700)
----------
NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS............... (208,413)
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $ 55,875
==========
See notes to financial statements.
</TABLE>
<TABLE>
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,
-----------------------------
1993* 1994
------------ ----------
<S> <C> <C>
OPERATIONS:
Investment income_net................................................... $ 3,558 $ 264,288
Net realized gain (loss) on investments................................. 17 (61,713)
Net unrealized appreciation (depreciation) on investments for the year.. 29,117 (146,700)
------------ ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................. 32,692 55,875
------------ ----------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income_net................................................... (3,904) (265,951)
------------ ----------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................... 1,471,438 10,922,467
Dividends reinvested.................................................... 3,904 265,951
Cost of shares redeemed................................................. (232,432) (1,943,759)
------------ ----------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................ 1,242,910 9,244,659
------------ ----------
TOTAL INCREASE IN NET ASSETS...................................... 1,271,698 9,034,583
NET ASSETS:
Beginning of year....................................................... 100,000 1,371,698
------------ ----------
End of year (including distributions in excess of investment income_net of ($346)
in 1993 and ($2,009) in 1994, respectively).......................... $ 1,371,698 $10,406,281
============ ===========
SHARES SHARES
------------ ----------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 112,080 808,182
Shares issued for dividends reinvested.................................. 292 20,087
Shares redeemed......................................................... (17,869) (144,061)
------------ ----------
NET INCREASE IN SHARES OUTSTANDING.................................... 94,503 684,208
============ ===========
* From October 7, 1993 (commencement of operations) to December 31, 1993.
See notes to financial statements.
</TABLE>
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
FINANCIAL HIGHLIGHTS
Reference is made to page 2 of the Fund's Prospectus dated May 1, 1995.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940 ("Act")
as a diversified open-end management investment company. The Fund is intended
to be a funding vehicle for variable annuity contracts and variable life
insurance policies to be offered by the separate accounts of life insurance
companies. The Dreyfus Corporation ("Dreyfus") serves as the Fund's
investment adviser. Tiffany Capital Advisors, Inc. ("Tiffany") served as the
Fund's sub-investment adviser until August 1, 1994. On August 2, 1994, the
Fund's shareholders approved a new sub-investment advisory agreement between
Dreyfus and NCM Capital Management Group, Inc. to replace the existing
sub-investment advisory agreement between the Fund and Tiffany. Prior to
August 24, 1994, the Dreyfus Service Corporation, a wholly-owned subsidiary
of Dreyfus, acted as the exclusive distributor of the Fund's shares, which
are sold without a sales charge. Effective August 24, 1994, Dreyfus became a
direct subsidiary of Mellon Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of Institutional Administration Services, Inc., a provider of
mutual fund administration services, the parent company of which is Boston
Institutional Group, Inc.
(A) PORTFOLIO VALUATION: Investments in securities are valued at the last
sales price on the securities exchange on which such securities are primarily
traded or at the last sales price on the national securities market.
Securities not listed on an exchange or the national securities market, or
securities for which there were no transactions, are valued at the average of
the most recent bid and asked prices. Bid price is used when no asked price
is available. Short-term investments are carried at amortized cost, which
approximates value.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain 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. This may result in distributions
that are in excess of investment income-net on a fiscal year basis. To the
extent that net realized capital gain can be offset by capital loss
carryovers, it is the policy of the Fund not to distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
The Fund has an unused capital loss carryover of approximately $51,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to December 31, 1994. If not
applied, the carryover expires in 2002.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--INVESTMENT ADVISORY FEE, SUB-INVESTMENT ADVISORY FEE AND OTHER
TRANSACTIONS WITH
AFFILIATES:
(A) Pursuant to a new Investment Advisory Agreement with Dreyfus, the
investment advisory fee is computed at the annual rate
of .75 of 1% of the average daily value of the Fund's net assets and is
payable monthly. Pursuant to a new Sub-Investment Advisory Agreement with NCM
Capital Management Group, Inc., the sub-investment advisory fee is computed
at an annual rate of .10 of 1% on the first $500 million and .20 of 1% on the
excess of the average daily value of the Fund's net assets and is payable
monthly by Dreyfus.
Fees payable by the Fund prior to August 2, 1994 pursuant to the
provisions of an Investment Advisory Agreement with Dreyfus and a
Sub-Investment Advisory Agreement with Tiffany were paid monthly and computed
on the average daily value of the Fund's net assets at the following annual
rates:
<TABLE>
TOTAL NET ASSETS DREYFUS TIFFANY
------------------- ------------- ---------
<S> <C> <C>
The first $200 million.................... .65 of 1% .10 of 1%
$200 up to $300 million.................. .55 of 1% .20 of 1%
In excess of $300 million............... .375 of 1% .375 of 1%
</TABLE>
The Investment Advisory Agreement further provides that if in any full
year the aggregate expenses of the Fund, excluding
taxes, brokerage, interest on borrowings and extraordinary expenses, exceed
the expense limitation of any state having jurisdiction over the Fund, the
Fund may deduct from the fee to be paid to Dreyfus, or Dreyfus will bear,
such excess expense to the extent required by state law. However, Dreyfus and
Tiffany had undertaken from January 1, 1994 through December 31, 1994
(through August 1, 1994 for Tiffany) to waive receipt of the investment
advisory and sub-investment advisory fees payable to them by the Fund.
Pursuant to the undertakings, Dreyfus and Tiffany waived the investment
advisory and sub-investment advisory fees for the year ended December 31,
1994 (through August 1, 1994 for Tiffany), which amounted to $41,102 and
$2,200, respectively. In addition, Dreyfus had undertaken through December
31, 1994 to assume those expenses (excluding the investment advisory fee and
certain expenses as described above) incurred by the Fund, to the extent that
such expenses exceeded an annual rate of .25 of 1% of the Fund's average
daily net assets. Dreyfus has currently undertaken to reduce the investment
advisory fee paid by the Fund, to the extent that the Fund's aggregate
expenses (excluding certain expenses as described above) exceed specified
annual percentages of the Fund's average daily net assets. The expense
reimbursement, pursuant to the undertakings, amounted to $107,025 for the
year ended December 31, 1994.
The undertakings may be modified by Dreyfus from time to time, provided
that the resulting expense reimbursement would not be less than the amount
required pursuant to the Investment Advisory Agreement.
(B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
Dreyfus Service Corporation an amount not to exceed an annual rate of .25 of
1% of the value of the Fund's average daily net assets for certain allocated
expenses with respect to servicing and/or maintaining shareholder accounts.
During the year ended December 31, 1994, no amounts were charged to the Fund
pursuant to the Shareholder Services Plan.
(C) Prior to August 24, 1994, certain officers and directors of the Fund
were "affiliated persons," as defined in the Act, of the Investment Adviser
and/or Dreyfus Service Corporation. Each director who is not an "affiliated
person" receives an annual fee of $2,500.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3--SECURITIES TRANSACTIONS:
The aggregate amount of purchases and sales of investment securities,
other than short-term securities, during the year ended December 31, 1994,
amounted to $17,367,750 and $12,180,849, respectively.
At December 31, 1994, accumulated net unrealized depreciation on
investments was $117,583, consisting of $327,870 gross unrealized
appreciation and $445,453 gross unrealized depreciation.
At December 31, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
We have audited the accompanying statement of assets and liabilities of
The Dreyfus Socially Responsible Growth Fund, Inc., including the statement
of investments, as of December 31, 1994, and the related statement of
operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended, and financial highlights
for each of the years indicated therein. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1994 by correspondence with the custodian.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. 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 The Dreyfus Socially Responsible Growth Fund, Inc. at December
31, 1994, the results of its operations for the year then ended, the changes
in its net assets for each of the two years in the period then ended, and the
financial highlights for each of the indicated years, in conformity with
generally accepted accounting principles.
(Logo Signature)
New York, New York
February 1, 1995
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement:
Condensed Financial Information for the period from October 7,
1993 (commencement of operations) to December 31, 1993 and for
the fiscal year ended December 31, 1994.
Included in Part B of the Registration Statement:
Statement of Investments-- December 31, 1994.
Statement of Assets and Liabilities-- December 31, 1994.
Statement of Operations--For the fiscal year ended
December 31, 1994.
Statement of Changes in Net Assets--From October 7, 1993
(commencement of operations) to December 31, 1993 and for
the fiscal year ended December 31, 1994.
Notes to Financial Statements.
Report of Ernst & Young LLP, Independent Auditors, dated
February 1, 1995.
All Schedules and other financial statement information, for which provision
is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under
the related instructions, they are inapplicable, or the required information
is presented in the financial statements or notes thereto which are included
in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Articles of Incorporation and Articles of
Incorporation, as amended are incorporated by reference to Exhibit
(1) of the Registration Statement on Form N-1A, filed on July 21,
1992, and Exhibit (1) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on October 7, 1992.
(2) Registrant's By-Laws are incorporated by reference to Exhibit (2)
of Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on October 7, 1992.
(5)(a) Management Agreement.
(5)(b) Sub-Investment Advisory Agreement.
(6) Distribution Agreement.
(8)(a) Custody Agreement is incorporated by reference to Exhibit 8(a) of
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A, filed on October 7, 1992.
(8)(b) Sub-Custodian Agreement is incorporated by reference to Exhibit 8(b)
of Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-1A, filed on February 24, 1993.
(9) Shareholder Services Plan.
(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on October 7, 1992.
(11) Consent of Independent Auditors.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney.
(b) Certificate of Assistant Secretary.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of February 8, 1995
______________ _______________________________
Common Stock
(Par value $.001) 7
Item 27. Indemnification
_______ _______________
The Statement as to the general effect of any contract, arrangements
or statute under which a director, officer, underwriter or affiliated
person of the Registrant is insured or indemnified in any manner
against any liability which may be incurred in such capacity, other
than insurance provided by any director, officer, affiliated person
or underwriter for their own protection, is incorporated by reference
to Item 27 of Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A, filed on February 24, 1993.
Reference is also made to the Distribution Agreement filed as Exhibit
(6).
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
(a) Investment Adviser - The Dreyfus Corporation
________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act
of 1940 and as an investment adviser to institutional and
individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus,
serves primarily as a registered broker-dealer of shares of
investment companies sponsored by Dreyfus and of other investment
companies for which Dreyfus acts as investment adviser, sub-
investment adviser or administrator. Dreyfus Management, Inc.,
another wholly-owned subsidiary, provides investment management
services to various pension plans, institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
LAWRENCE M. GREENE Director:
Director Dreyfus America Fund
JULIAN M. SMERLING None
Director
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
DAVID B. TRUMAN Former Director:
(cont'd) Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition Corporation*;
Chief Executive Officer The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++;
The Dreyfus Fund International
Limited+++++;
World Balanced Fund+++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York;
W. KEITH SMITH Chairman and Chief Executive Officer:
Vice Chairman of the Board The Boston Company
One Boston Place
Boston, Massachusetts 02108
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
ROBERT E. RILEY Director:
President, Chief Dreyfus Service Corporation
Operating Officer,
and a Director
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Director:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++'
Dreyfus Service Corporation*;
President:
The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Group Holdings, Inc.
Executive Vice President
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company+++;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
The Dreyfus Security Savings Bank F.S.B.+;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization*;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
PAUL H. SNYDER Director:
Vice President-Finance Pennsylvania Economy League
and Chief Financial Philadelphia, Pennsylvania;
Officer Children's Crisis Treatment Center
Philadelphia, Pennsylvania;
Dreyfus Service Corporation*
Director and Vice President:
Financial Executives Institute,
Philadelphia Chapter
Philadelphia, Pennsylvania
BARBARA E. CASEY President:
Vice President- Dreyfus Retirement Services Division;
Dreyfus Retirement Executive Vice President:
Services Boston Safe Deposit & Trust Co.
One Boston Place
Boston, Massachusetts 02108;
DIANE M. COFFEY None
Vice President-
Corporate Communications
ELIE M. GENADRY President:
Vice President- Institutional Services Division of Dreyfus
Institutional Sales Service Corporation*;
Broker-Dealer Division of Dreyfus Service
Corporation*;
Group Retirement Plans Division of Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Vice President:
The Dreyfus Trust Company++;
HENRY D. GOTTMANN Executive Vice President:
Vice President-Retail Dreyfus Service Corporation*;
Sales and Service Vice President:
Dreyfus Precious Metals*;
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and General Dreyfus Precious Metals, Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
The Dreyfus Trust Company++;
Secretary:
Seven Six Seven Agency, Inc.*;
JEFFREY N. NACHMAN None
Vice President-Mutual Fund
Accounting
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President- Department of Parks and Recreation of the
Human Resources City of New York
830 Fifth Avenue
New York, New York 10022
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President, Secretary and Director:
Vice President-Fund Lion Management, Inc.*;
Legal and Compliance, Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway, New York,
New York 10006.
**** The address of the business so indicated is Five Triad Center, Salt
Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building, 80 Route
4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 28. Business and Other Connections of Investment Adviser (continued)
(b) Sub-Investment Adviser - NCM Capital Management Group, Inc.:
NCM Capital Management Group, Inc. ("NCM"), a privately held
corporation with principal place of business at 103 West Main
Street, Durham, North Carolina 27705, is a registered investment
adviser under the Investment Advisers Act of 1940. The business of
NCM consists primarily of providing investment counselling services
to institutional investors.
Officers and Directors of Sub-Investment Adviser
Name and Position with NCM Other Businesses
MACEO K. SLOAN Chairman, President and Chief Executive
Chairman, President and Officer:
Chief Executive Officer Sloan Financial Group, Inc.
103 West Main Street
Durham, North Carolina 27705;
Chairman:
New Africa Advisers, Inc.
103 West Main Street
Durham, North Carolina 27705;
Director:
National Association of Securities
Professionals;
Mechanics and Farmers Bank
Durham, North Carolina;
North Carolina Air Cargo Airport
Authority
Raleigh, North Carolina;
News and Observer Publishing Company
103 West Main Street
Durham, North Carolina 27705;
Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, NY 10017;
JUSTIN F. BECKETT President and Chief Executive Officer:
Executive Vice President New Africa Advisers
and Director 103 West Main Street
Durham, North Carolina 27705;
Director:
African News Service
103 West Main Street
Durham, North Carolina 27705;
Trustee:
Elizabeth State University
Elizabeth City, North Carolina;
PETER J. ANDERSON Chairman and Chief Investment Officer:
Director IDS Advisory Group, Inc.
IDS Tower 10
Minneapolis, MN 55440;
PETER J. ANDERSON Director and Senior Vice President-Investments:
(Cont'd) IDS Financial Services Inc.
IDS Tower 10
Minneapolis, MN 55440;
Director:
Fairview-Southdale Hospital
6401 France Avenue South
Edina, MN 55435;
MORRIS GOODWIN, JR. Director and Treasurer:
Director IDS Financial Corporation
IDS Tower 10
Minneapolis, MN 55440;
Metropolitan Economic Development
Association
2021 East Hennepin Avenue
Minneapolis, MN 55413;
Director:
American Express Minnesota Foundation
200 Vesey Street
New York, NY 10285;
Minnesota Orchestral Association
1111 Nicollet Mall
Minneapolis, MN 55403;
Minnesota Chamber of Commerce
30 East 7th Street
St. Paul, MN 55101;
EDITH H. NOEL None
Senior Vice President,
Corporate Secretary and
Treasurer
DENNIS M. MCCASKILL, JR. None
Senior Vice President
CLIFFORD D. MPARE, JR. None
Senior Vice President-
Investments
DAVID C. CARTER None
Vice President
MARY M. FORD None
Vice President
STEPHON A. JACKSON None
Vice President
STANLEY G. LABORDE None
Vice President
LINDA JORDAN None
Vice President
VICTOR ROSS None
Vice President Former Principal:
Sentra Securities
San Diego, CA;
Former Trustee:
San Diego City Employees
Retirement System
San Diego, California;
WENDELL MACKEY None
Vice President
LORENZO NEWSOME None
Vice President
LAWRENCE VERNY None
Vice President
DEBORAH C. BRONSON None
Vice President - Director
of Operations
TERRENCE S. LASTER None
Assistant Vice President
MARC REID None
Assistant Vice President-
Manager of Marketing and
Client Services
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus Leverage Fund, Inc.
37) Dreyfus Life and Annuity Index Fund, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus Michigan Municipal Money Market Fund, Inc.
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus Ohio Municipal Money Market Fund, Inc.
57) Dreyfus 100% U.S. Treasury Intermediate Term Fund
58) Dreyfus 100% U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus 100% U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62) Dreyfus Pennsylvania Municipal Money Market Fund
63) Dreyfus Short-Intermediate Government Fund
64) Dreyfus Short-Intermediate Municipal Bond Fund
65) Dreyfus Short-Term Income Fund, Inc.
66) Dreyfus Strategic Growth, L.P.
67) Dreyfus Strategic Income
68) Dreyfus Strategic Investing
69) Dreyfus Tax Exempt Cash Management
70) Dreyfus Treasury Cash Management
71) Dreyfus Treasury Prime Cash Management
72) Dreyfus Variable Investment Fund
73) Dreyfus-Wilshire Target Funds, Inc.
74) Dreyfus Worldwide Dollar Money Market Fund, Inc.
75) First Prairie Cash Management
76) First Prairie Diversified Asset Fund
77) First Prairie Money Market Fund
78) First Prairie Municipal Money Market Fund
79) First Prairie Tax Exempt Bond Fund, Inc.
80) First Prairie U.S. Government Income Fund
81) First Prairie U.S. Treasury Securities Cash Management
82) General California Municipal Bond Fund, Inc.
83) General California Municipal Money Market Fund
84) General Government Securities Money Market Fund, Inc.
85) General Money Market Fund, Inc.
86) General Municipal Bond Fund, Inc.
87) General Municipal Money Market Fund, Inc.
88) General New York Municipal Bond Fund, Inc.
89) General New York Municipal Money Market Fund
90) Pacific American Fund
91) Peoples Index Fund, Inc.
92) Peoples S&P MidCap Index Fund, Inc.
93) Premier Insured Municipal Bond Fund
94) Premier California Municipal Bond Fund
95) Premier GNMA Fund
96) Premier Growth Fund, Inc.
97) Premier Municipal Bond Fund
98) Premier New York Municipal Bond Fund
99) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Operating Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Assistant
and Chief Financial Officer Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Associate Vice President
General Counsel and Assistant
Secretary
Lynn H. Johnson+ Vice President None
Ruth D. Leibert++ Assistant Vice President Assistant
Secretary
Paul D. Furcinito++ Assistant Vice President Assistant
Secretary
Paul Prescott+ Assistant Vice President None
Leslie M. Gaynor+ Assistant Treasurer None
Mary Nelson+ Assistant Treasurer None
John J. Pyburn++ Assistant Treasurer Assistant
Treasurer
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Fund's latest Annual Report to Shareholders, upon
request and without charge.
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New York on
the 28th day of February, 1995.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
BY: /s/Marie E. Connolly*
____________________________
MARIE E. CONNOLLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Signatures Title Date
__________________________ ______________________________ __________
/s/Marie E. Connolly* President and Treasurer 2/28/95
______________________________ (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/Clifford L. Alexander, Jr.* Director 2/28/95
_____________________________
Clifford L. Alexander, Jr.
/s/Lucy Wilson Benson* Director 2/28/95
______________________________
Lucy Wilson Benson
/s/Joseph S. DiMartino* Chairman of the Board of Directors 2/28/95
_____________________________
Joseph S. DiMartino
/s/Peter C. Goldmark, Jr.* Director 2/28/95
_____________________________
Peter C. Goldmark, Jr.
/s/Josie Cruz Natori* Director 2/28/95
_____________________________
Josie Cruz Natori
*BY: /s/ Ruth D. Leibert
__________________________
Ruth D. Leibert,
Attorney-in-Fact
EXHIBIT INDEX
ITEM EXHIBIT PAGE
(5)(a) Management Agreement.
(5)(b) Sub-Investment Advisory Agreement.
(6) Distribution Agreement.
(9) Shareholder Services Plan.
(11) Consent of Ernst & Young LLP, Independent Auditors.
Other Exhibits:
(a) Powers of Attorney.
(b) Certificate of Assistant Secretary.
MANAGEMENT AGREEMENT
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
August 2, 1994
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund") herewith confirms
its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance with the
limitations specified in its charter documents and in its Prospectus and
Statement of Additional Information as from time to time in effect, copies
of which have been or will be submitted to you, and in such manner and to
such extent as from time to time may be approved by the Fund's Board. The
Fund desires to employ you to act as its investment adviser.
In this connection it is understood that from time to time you
will employ or associate with yourself such person or persons as you may
believe to be particularly fitted to assist you in the performance of this
Agreement. Such person or persons may be officers or employees who are
employed by both you and the Fund. The compensation of such person or
persons shall be paid by you and no obligation may be incurred on the
Fund's behalf in any such respect. We have discussed and concur in your
employing on this basis NCM Capital Management Group, Inc., or such
successor, if any, as you may employ from time to time, to act as the
Fund's sub-investment adviser (the "Sub-Investment Adviser") for as long as
you deem it appropriate to provide day-to-day management of the Fund's
investments.
Subject to the supervision and approval of the Fund's Board, you
will provide investment management of the Fund's portfolio in accordance
with the Fund's investment objectives and policies as stated in its Pros-
pectus and Statement of Additional Information as from time to time in
effect. In connection therewith, you will supervise the continuous program
of investment, evaluation and, if appropriate, sale and reinvestment of the
Fund's assets conducted by the Sub-Investment Adviser, if any. Should a
Sub-Investment Adviser not be employed by you, you will be responsible to
conduct the continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of the Fund's assets. You will furnish
to the Fund such statistical information, with respect to the investments
which the Fund may hold or contemplate purchasing, as the Fund may reason-
ably request. The Fund wishes to be informed of important developments
materially affecting its portfolio and shall expect you, on your own
initiative, to furnish to the Fund from time to time such information as
you may believe appropriate for this purpose.
In addition, you will supply office facilities (which may be in
your own offices), data processing services, clerical, accounting and
bookkeeping services, internal auditing and legal services, internal
executive and administrative services, and stationery and office supplies;
prepare reports to the Fund's stockholders, tax returns, reports to and
filings with the Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of the Fund's shares; and
generally assist in all aspects of the Fund's operations. You shall have
the right, at your expense, to engage other entities to assist you in
performing some or all of the obligations set forth in this paragraph,
provided each such entity enters into an agreement with you in form and
substance reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as if you had
acted or failed to act under the circumstances.
You shall exercise your best judgment in rendering the services
to be provided to the Fund hereunder and the Fund agrees as an inducement
to your undertaking the same that neither you nor the Sub-Investment
Adviser, if any, shall be liable hereunder for any error of judgment or
mistake of law or for any loss suffered by the Fund, provided that nothing
herein shall be deemed to protect or purport to protect you or the Sub-
Investment Adviser, if any, against any liability to the Fund or to its
security holders to which you would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder, or to which the Sub-Investment Adviser,
if any, would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties under its Sub-
Investment Advisory Agreement with you or by reason of its reckless
disregard of its obligations and duties under said Agreement.
In consideration of services rendered pursuant to this Agreement,
the Fund will pay you on the first business day of each month a fee at the
annual rate of .75 of 1% of the value of the Fund's average daily net
assets. Net asset value shall be computed on such days and at such time or
times as described in the Fund's then-current Prospectus and Statement of
Additional Information. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be pro-rated
according to the proportion which such period bears to the full monthly
period and shall be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of
the Fund's net assets shall be computed in the manner specified in the
Fund's charter documents for the computation of the value of the Fund's net
assets.
You will bear all expenses in connection with the performance of
your services under this Agreement and will pay all fees of the Sub-
Investment Adviser in connection with its duties in respect of the Fund.
All other expenses to be incurred in the operation of the Fund (other than
those borne by the Sub-Investment Adviser, if any) will be borne by the
Fund, except to the extent specifically assumed by you. The expenses to be
borne by the Fund include, without limitation, the following:
organizational costs, taxes, interest, loan commitment fees, interest and
distributions paid on securities sold short, brokerage fees and
commissions, if any, fees of Board members who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of
you or any Sub-Investment Adviser or any affiliate of you or any Sub-
Investment Adviser, Securities and Exchange Commission fees and state Blue
Sky qualification fees, advisory fees, charges of custodians, transfer and
dividend disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of independent
pricing services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without limitation, telephone
and personnel expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing stockholders, costs of stockholders' reports and
meetings, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the Fund
(including fees pursuant to this Agreement, but excluding interest, taxes,
brokerage and, with the prior written consent of the necessary state
securities commissions, extraordinary expenses) exceed the expense
limitation of any state having jurisdiction over the Fund, the Fund may
deduct from the fees to be paid hereunder, or you will bear, such excess
expense to the extent required by state law. Your obligation pursuant
hereto will be limited to the amount of your fees hereunder. Such
deduction or payment, if any, will be estimated daily, and reconciled and
effected or paid, as the case may be, on a monthly basis.
The Fund understands that you and the initial Sub-Investment
Adviser now act, and that from time to time hereafter you or any Sub-
Investment Adviser may act, as investment adviser to one or more other
investment companies and fiduciary or other managed accounts, and the Fund
has no objection to your and any Sub-Investment Adviser's so acting,
provided that when the purchase or sale of securities of the same issuer is
suitable for the investment objectives of two or more such companies or
accounts which have available funds for investment, the available
securities will be allocated in a manner believed to be equitable to each
company or account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by the Fund or the size of the
position obtainable for or disposed of by the Fund.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their
full time to such service and nothing contained herein shall be deemed to
limit or restrict your right or the right of any of your affiliates to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
Neither you nor the Sub-Investment Adviser, if any, shall be
liable for any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the matters to which this Agreement relates,
except for a loss resulting from willful misfeasance, bad faith or gross
negligence on your part in the performance of your duties or from reckless
disregard by you of your obligations and duties under this Agreement and,
in the case of the Sub-Investment Adviser, for a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under its Sub-Investment Advisory Agreement. Any
person, even though also your officer, director, partner, employee or
agent, who may be or become an officer, Board member, employee or agent of
the Fund, shall be deemed, when rendering services to the Fund or acting on
any business of the Fund, to be rendering such services to or acting solely
for the Fund and not as your officer, director, partner, employee or agent
or one under your control or direction even though paid by you.
This Agreement shall continue until July 29, 1995, and thereafter
shall continue automatically for successive annual periods ending on July
29th of each year, provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a majority (as
defined in the Investment Company Act of 1940) of the Fund's outstanding
voting securities, provided that in either event its continuance also is
approved by a majority of the Fund's Board members who are not "interested
persons" (as defined in said Act) of any party to this Agreement, by vote
cast in person at a meeting called for the purpose of voting on such
approval. This Agreement is terminable without penalty, on 60 days'
notice, by the Fund's Board or by vote of holders of a majority of the
Fund's shares or, upon not less than 90 days' notice, by you. This Agree-
ment also will terminate automatically in the event of its assignment (as
defined in said Act).
The Fund recognizes that from time to time your directors,
officers and employees may serve as directors, trustees, partners, officers
and employees of other corporations, business trusts, partnerships or other
entities (including other investment companies) and that such other
entities may include the name "Dreyfus" as part of their name, and that
your corporation or its affiliates may enter into investment advisory or
other agreements with such other entities. If you cease to act as the
Fund's investment adviser, the Fund agrees that, at your request, the Fund
will take all necessary action to change the name of the Fund to a name not
including "Dreyfus" in any form or combination of words.
The Fund is agreeing to the provisions of this Agreement that
limit a Sub-Investment Adviser's liability and other provisions relating to
any Sub-Investment Adviser so as to induce the Sub-Investment Adviser, if
any, to enter into its Sub-Investment Advisory Agreement with you and to
perform its obligations thereunder. The Sub-Investment Adviser is
expressly made a third party beneficiary of this Agreement with rights as
respects the Fund to the same extent as if it had been a party hereto.
If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC.
By: /s/ Mark N. Jacobs
___________________________
Accepted:
THE DREYFUS CORPORATION
By:/s/ Daniel C. Maclean
_______________________________
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
August 2, 1994
NCM Capital Management Group, Inc.
103 West Main Street, 4th Floor
Durham, North Carolina 27701-3638
Dear Sirs:
As you are aware, The Dreyfus Socially Responsible Growth Fund,
Inc., a Maryland corporation (the "Fund"), desires to employ its capital by
investing and reinvesting the same in investments of the type and in
accordance with the limitations specified in its Articles of Incorporation
and in its Prospectus and Statement of Additional Information as from time
to time in effect, copies of which have been or will be submitted to you,
and in such manner and to such extent as from time to time may be approved
by the Fund's Board of Directors. The Fund intends to employ The Dreyfus
Corporation (the "Adviser") to act as its investment adviser pursuant to a
written agreement (the "Management Agreement"), a copy of which has been
furnished to you. The Adviser desires to employ you to act as the Fund's
sub-investment adviser.
In this connection, it is understood that from time to time you
will employ or associate with yourself such person or persons as you may
believe to be particularly fitted to assist you in the performance of this
Agreement. Such person or persons may include persons employed by you who
also act as officers of the Fund. The compensation of such person or
persons shall be paid by you and no obligation may be incurred on either
the Fund's or Adviser's behalf in any such respect.
Subject to the supervision and approval of the Adviser, you will
provide investment management of the Fund's portfolio in accordance with
the Fund's investment objectives and policies as stated in the Fund's Pros-
pectus and Statement of Additional Information as from time to time in
effect. In connection therewith, you will supervise the Fund's investments
and conduct a continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of the Fund's assets. You will furnish
to the Adviser or the Fund such statistical information, with respect to
the investments which the Fund may hold or contemplate purchasing, as the
Adviser or the Fund may reasonably request. The Fund and the Adviser wish
to be informed of important developments materially affecting the Fund's
portfolio and shall expect you, on your own initiative, to furnish to the
Fund or the Adviser from time to time such information as you may believe
appropriate for this purpose.
You shall exercise your best judgment in rendering the services
to be provided hereunder, and the Adviser agrees as an inducement to your
undertaking the same that you shall not be liable hereunder for any error
of judgment or mistake of law or for any loss suffered by the Fund or the
Adviser, provided that nothing herein shall be deemed to protect or purport
to protect you against any liability to the Adviser, the Fund or the Fund's
security holders to which you would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder.
In consideration of services rendered pursuant to this Agreement,
the Adviser will pay you, on the first business day of each month, out of
the management fee it receives and only to the extent thereof, a fee
calculated daily and paid monthly based on the Fund's average daily net
assets for the preceding month as follows:
Annual Fee as a Percentage of
Total Assets Average Daily Net Assets
0 up to $500 million........... .10 of 1%
In excess of $500 million...... .20 of 1%
Net asset value shall be computed on such days and at such time
or times as described in the Fund's then-current Prospectus and Statement
of Additional Information. The fee for the period from the date following
the commencement of sales of the Fund's shares (after any sales are made to
the Adviser) to the end of the month during which such sales shall have
been commenced shall be pro-rated according to the proportion which such
period bears to the full monthly period, and upon any termination of this
Agreement before the end of any month, the fee for such part of a month
shall be pro-rated according to the proportion which such period bears to
the full monthly period and shall be payable within 10 business days of
date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of
the Fund's net assets shall be computed in the manner specified in the
Fund's Articles of Incorporation for the computation of the value of the
Fund's net assets.
You will bear all expenses in connection with the performance of
your services under this Agreement. The Adviser and the Fund have agreed
that all other expenses to be incurred in the operation of the Fund (other
than those borne by the Adviser) will be borne by the Fund, except to the
extent specifically assumed by the Adviser or you. The expenses to be
borne by the Fund include, without limitation, the following:
organizational costs, taxes, interest, loan commitment fees, interest and
distributions on securities sold short, brokerage fees and commissions, if
any, fees of Directors who are not officers, directors, employees or
holders of 5% or more of the outstanding voting securities of you or the
Adviser or any affiliate of you or the Adviser, Securities and Exchange
Commission fees and state Blue Sky qualification fees, advisory fees,
charges of custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside auditing and
legal expenses, costs of independent pricing services, costs of maintaining
the Fund's existence, costs attributable to investor services (including,
without limitation, telephone and personnel expenses), costs of
stockholders' reports and meetings, costs of preparing, printing and
distributing certain prospectuses and statements of additional information,
and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the Fund
(including fees pursuant to the Fund's Management Agreement, but excluding
interest, taxes, brokerage and, with the prior written consent of the
necessary state securities commissions, extraordinary expenses) exceed the
expense limitation of any state having jurisdiction over the Fund, the
Adviser may deduct from the fees to be paid hereunder, or you will bear
such excess expense on a pro-rata basis with the Adviser, in the proportion
that the sub-advisory fee payable to you pursuant to this Agreement bears
to the fee payable to the Adviser pursuant to the Management Agreement, to
the extent required by state law. Your obligation pursuant hereto will be
limited to the amount of your fees hereunder. Such deduction or payment,
if any, will be estimated daily, and reconciled and effected or paid, as
the case may be, on a monthly basis.
The Adviser understands that you now act, and that from time to
time hereafter you may act, as investment adviser to one or more other
investment companies and fiduciary or other managed accounts, and the
Adviser has no objection to your so acting, provided that when purchase or
sale of securities of the same issuer is suitable for the investment
objectives of two or more companies or accounts managed by you which have
available funds for investment, the available securities will be allocated
in a manner believed by you to be equitable to each company or account. It
is recognized that in some cases this procedure may adversely affect the
price paid or received by the Fund or the size of the position obtainable
for or disposed of by the Fund.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their
full time to such services and nothing contained herein shall be deemed to
limit or restrict your right or the right of any of your affiliates to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
You shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund or the Adviser in connection with
the matters to which this Agreement relates, except for a loss resulting
from willful misfeasance, bad faith or gross negligence on your part in the
performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
your officer, director, partner, employee or agent, who may be or become an
officer, Director, employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or acting on any business of the Fund, to be
rendering such services to or acting solely for the Fund and not as your
officer, director, partner, employee, or agent or one under your control or
direction even though paid by you.
This Agreement shall continue until July 29, 1995 and thereafter
shall continue automatically for successive annual periods ending on July
29th of each year, provided such continuance is specifically approved at
least annually by (i) the Fund's Directors or (ii) vote of a majority (as
defined in the Investment Company Act of 1940, as amended) of the Fund's
outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's Directors who are
not "interested persons" (as defined in said Act) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable without penalty (i)
by the Adviser upon 60 days' notice to you, (ii) by the Fund's Board of
Directors or by vote of the holders of a majority of the Fund's shares upon
60 days' notice to you, or (iii) by you upon not less than 90 days' notice
to the Fund and the Adviser. This Agreement also will terminate
automatically in the event of its assignment (as defined in said Act). In
addition, notwithstanding anything herein to the contrary, if the
Management Agreement terminates for any reason, this Agreement shall
terminate effective upon the date the Management Agreement terminates.
If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
THE DREYFUS CORPORATION
By:/s/ Mark N. Jacobs
____________________________________
Secretary and Deputy General Counsel
Accepted:
NCM CAPITAL MANAGEMENT GROUP, INC.
By:/s/ Maceo K. Sloan
______________________________
Chairman, President and CEO
DISTRIBUTION AGREEMENT
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
August 24, 1994
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agree-
ments hereinafter contained, the above-named investment company
(the "Fund") has agreed that you shall be, for the period of
this agreement, the distributor of (a) shares of each Series of
the Fund set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series") or (b) if no Series
are set forth on such Exhibit, shares of the Fund. For purposes
of this agreement the term "Shares" shall mean the authorized
shares of the relevant Series, if any, and otherwise shall mean
the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of
Shares covered by, and in accordance with, the registration
statement and prospectus then in effect under the Securities Act
of 1933, as amended, and will transmit promptly any orders
received by you for purchase or redemption of Shares to the
Transfer and Dividend Disbursing Agent for the Fund of which the
Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit
orders for the sale of Shares. It is contemplated that you will
enter into sales or servicing agreements with securities
dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your
own behalf as principal.
1.3 You shall act as distributor of Shares in
compliance with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as
amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange
Act of 1934, as amended.
1.4 Whenever in their judgment such action is
warranted by market, economic or political conditions, or by
abnormal circumstances of any kind, the Fund's officers may
decline to accept any orders for, or make any sales of, any
Shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the Securities
Act of 1933, as amended, and all expenses in connection with
maintaining facilities for the issue and transfer of Shares and
for supplying information, prices and other data to be furnished
by the Fund hereunder, and all expenses in connection with the
preparation and printing of the Fund's prospectuses and
statements of additional information for regulatory purposes and
for distribution to shareholders; provided however, that nothing
contained herein shall be deemed to require the Fund to pay any
of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the Fund's officers in connection with the qualification of
Shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all
expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your
own qualification as a dealer under state or Federal laws and,
except as otherwise specifically provided in this agreement, all
other expenses incurred by you in connection with the sale of
Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for
use in connection with the sale of Shares, such information with
respect to the Fund or any relevant Series and the Shares as you
may reasonably request, all of which shall be signed by one or
more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such information,
when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with:
(a) semi-annual reports and annual audited reports of the Fund's
books and accounts made by independent public accountants
regularly retained by the Fund, (b) quarterly earnings
statements prepared by the Fund, (c) a monthly itemized list of
the securities in the Fund's or, if applicable, each Series'
portfolio, (d) monthly balance sheets as soon as practicable
after the end of each month, and (e) from time to time such
additional information regarding the Fund's financial condition
as you may reasonably request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securi-
ties and Exchange Commission under the Securities Act of 1933,
as amended, and under the Investment Company Act of 1940, as
amended, with respect to the Shares have been carefully prepared
in conformity with the requirements of said Acts and rules and
regulations of the Securities and Exchange Commission there-
under. As used in this agreement the terms "registration state-
ment" and "prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and
Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission.
The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement
becomes effective, will contain all statements required to be
stated therein in conformity with said Acts and the rules and
regulations of said Commission; that all statements of fact
contained in any such registration statement and prospectus will
be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any
prospectus when such registration statement becomes effective
will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Fund may but
shall not be obligated to propose from time to time such amend-
ment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of
future developments, may, in the opinion of the Fund's counsel,
be necessary or advisable. If the Fund shall not propose such
amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from
you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such
amendments are made. The Fund shall not file any amendment to
any registration statement or supplement to any prospectus
without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such
amendments to any registration statement and/or supplements to
any prospectus, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and
unconditional.
1.9 The Fund authorizes you to use any prospectus in
the form furnished to you from time to time, in connection with
the sale of Shares. The Fund agrees to indemnify, defend and
hold you, your several officers and directors, and any person
who controls you within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which you, your officers and directors, or any such con-
trolling person, may incur under the Securities Act of 1933, as
amended, or under common law or otherwise, arising out of or
based upon any untrue statement, or alleged untrue statement, of
a material fact contained in any registration statement or any
prospectus or arising out of or based upon any omission, or
alleged omission, to state a material fact required to be stated
in either any registration statement or any prospectus or
necessary to make the statements in either thereof not
misleading; provided, however, that the Fund's agreement to
indemnify you, your officers or directors, and any such control-
ling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or
alleged untrue statement or omission or alleged omission made in
any registration statement or prospectus in reliance upon and in
conformity with written information furnished to the Fund by you
specifically for use in the preparation thereof. The Fund's
agreement to indemnify you, your officers and directors, and any
such controlling person, as aforesaid, is expressly conditioned
upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person,
such notification to be given by letter or by telegram addressed
to the Fund at its address set forth above within ten days after
the summons or other first legal process shall have been served.
The failure so to notify the Fund of any such action shall not
relieve the Fund from any liability which the Fund may have to
the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's
indemnity agreement contained in this paragraph 1.9. The Fund
will be entitled to assume the defense of any suit brought to
enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing
chosen by the Fund and approved by you. In the event the Fund
elects to assume the defense of any such suit and retain counsel
of good standing approved by you, the defendant or defendants in
such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Fund does not
elect to assume the defense of any such suit, or in case you do
not approve of counsel chosen by the Fund, the Fund will
reimburse you, your officers and directors, or the controlling
person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by you or
them. The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of
you, your officers and directors, or any controlling person, and
shall survive the delivery of any Shares. This agreement of
indemnity will inure exclusively to your benefit, to the benefit
of your several officers and directors, and their respective
estates, and to the benefit of any controlling persons and their
successors. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against the Fund
or any of its officers or Board members in connection with the
issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund,
its several officers and Board members, and any person who con-
trols the Fund within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which the Fund, its officers or Board members, or any such
controlling person, may incur under the Securities Act of 1933,
as amended, or under common law or otherwise, but only to the
extent that such liability or expense incurred by the Fund, its
officers or Board members, or such controlling person resulting
from such claims or demands, shall arise out of or be based upon
any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and
used in the answers to any of the items of the registration
statement or in the corresponding statements made in the pro-
spectus, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with
such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such
information not misleading. Your agreement to indemnify the
Fund, its officers and Board members, and any such controlling
person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against the Fund, its officers or
Board members, or any such controlling person, such notification
to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or
other first legal process shall have been served. You shall
have the right to control the defense of such action, with
counsel of your own choosing, satisfactory to the Fund, if such
action is based solely upon such alleged misstatement or
omission on your part, and in any other event the Fund, its
officers or Board members, or such controlling person shall each
have the right to participate in the defense or preparation of
the defense of any such action. The failure so to notify you of
any such action shall not relieve you from any liability which
you may have to the Fund, its officers or Board members, or to
such controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise
than on account of your indemnity agreement contained in this
paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's
officers and Board members, and their respective estates, and to
the benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or
directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the
Fund under any of the provisions of this agreement and no orders
for the purchase or sale of such Shares hereunder shall be
accepted by the Fund if and so long as the effectiveness of the
registration statement then in effect or any necessary amend-
ments thereto shall be suspended under any of the provisions of
the Securities Act of 1933, as amended, or if and so long as a
current prospectus as required by Section 10 of said Act, as
amended, is not on file with the Securities and Exchange
Commission; provided, however, that nothing contained in this
paragraph 1.11 shall in any way restrict or have an application
to or bearing upon the Fund's obligation to repurchase any
Shares from any shareholder in accordance with the provisions of
the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in
writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement
or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the Securities
and Exchange Commission of any stop order suspending
the effectiveness of the registration statement or pro-
spectus then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the
registration statement or prospectus then in effect or
which requires the making of a change in such registra-
tion statement or prospectus in order to make the
statements therein not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any amendments to
any registration statement or prospectus which may from
time to time be filed with the Securities and Exchange
Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you
shall be offered for sale at a price per share (the "offering
price") approximately equal to (a) their net asset value
(determined in the manner set forth in the Fund's charter
documents) plus (b) a sales charge, if any and except to those
persons set forth in the then-current prospectus, which shall be
the percentage of the offering price of such Shares as set forth
in the Fund's then-current prospectus. The offering price, if
not an exact multiple of one cent, shall be adjusted to the
nearest cent. In addition, Shares of any class of the Fund
offered for sale by you may be subject to a contingent deferred
sales charge as set forth in the Fund's then-current prospectus.
You shall be entitled to receive any sales charge or contingent
deferred sales charge in respect of the Shares. Any payments to
dealers shall be governed by a separate agreement between you
and such dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the
"Reapproval Date") set forth on Exhibit A hereto (and, if the
Fund has Series, a separate Reapproval Date shall be specified
on Exhibit A for each Series), and thereafter shall continue
automatically for successive annual periods ending on the day
(the "Reapproval Day") of each year set forth on Exhibit A
hereto, provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of
the Shares of the Fund or the relevant Series, as the case may
be, provided that in either event its continuance also is
approved by a majority of the Board members who are not
"interested persons" (as defined in said Act) of any party to
this agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This agreement is
terminable without penalty, on 60 days' notice, by vote of
holders of a majority of the Fund's or, as to any relevant
Series, such Series' outstanding voting securities or by the
Fund's Board as to the Fund or the relevant Series, as the case
may be. This agreement is terminable by you, upon 270 days'
notice, effective on or after the fifth anniversary of the date
hereof. This agreement also will terminate automatically, as to
the Fund or relevant Series, as the case may be, in the event of
its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you
shall not perform any services for any entity other than
investment companies advised or administered by The Dreyfus
Corporation. The Fund acknowledges that the persons employed by
you to assist in the performance of your duties under this
agreement may not devote their full time to such service and
nothing contained in this agreement shall be deemed to limit or
restrict your or any of your affiliates right to engage in and
devote time and attention to other businesses or to render
services of whatever kind or nature.
Please confirm that the foregoing is in accordance with
your understanding and indicate your acceptance hereof by
signing below, whereupon it shall become a binding agreement
between us.
Very truly yours,
THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC.
By: /s/ John E. Pelletier
______________________
Secretary
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:/s/ Joseph F. Tower III
_______________________________ EXHIBIT A
Reapproval Date Reapproval Day
July 29, 1996 July 29th
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund would reimburse
Dreyfus Service Corporation ("DSC") for certain allocated
expenses of providing personal services and/or maintaining
shareholder accounts to (a) shareholders of each series of the
Fund or class of Fund shares set forth on Exhibit A hereto, as
such Exhibit may be revised from time to time, or (b) if no
series or classes are set forth on such Exhibit, shareholders of
the Fund. The Plan is not to be adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "Act"),
and the fee under the Plan is intended to be a "service fee" as
defined in Article III, Section 26 (a "Service Fee"), of the NASD
Rules of Fair Practice (the "NASD Rules").
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use Fund assets for such purposes.
In voting to approve the implementation of such a plan,
the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall reimburse DSC an amount not to
exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets for its allocated expenses of providing
personal services to shareholders and/or maintaining shareholder
accounts; provided that, at no time, shall the amount paid to DSC
under this Plan, together with amounts otherwise paid by the
Fund, or each series or class identified on Exhibit A, as a
Service Fee under the NASD Rules, exceed the maximum amount then
payable under the NASD Rules as a Service Fee. The amount of
such reimbursement shall be based on an expense allocation
methodology prepared by DSC annually and approved by the Fund's
Board or on any other basis from time to time deemed reasonable
by the Fund's Board.
2. For the purposes of determining the fees payable
under this Plan, the value of the net assets of the Fund or the
net assets attributable to each series or class of Fund shares
identified on Exhibit A, shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
3. The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
4. This Plan will become effective immediately upon
approval by a majority of the Board members, including a majority
of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on
the approval of this Plan.
5. This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4 hereof.
6. This Plan may be amended at any time by the Board,
provided that any material amendments of the terms of this Plan
shall become effective only upon approval as provided in
paragraph 4 hereof.
7. This Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan.
Dated: July 28, 1993
As Revised: October 26, 1994
EXHIBIT A
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated February 1, 1995, in this Registration Statement (Form N-1A 33-49014)
of The Dreyfus Socially Responsible Growth Fund, Inc.
ERNST & YOUNG LLP
New York, New York
February 23, 1995
OTHER EXHIBIT (a)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with
full power to act without the other, her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for her and
in her name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement for
The Dreyfus Socially Responsible Growth Fund, Inc. (including post-effective
amendments and amendments thereto), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every
act and thing ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereto.
/s/ Marie E. Connolly
________________________________ October 5, 1994
Marie E. Connolly, President
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with
full power to act without the other, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement for
The Dreyfus Socially Responsible Growth Fund, Inc. (including post-effective
amendments and amendments thereto), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every
act and thing ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereto.
/s/ Joseph S. DiMartino
__________________________________________ February 24, 1995
Joseph S. DiMartino, Chairman of the Board
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with
full power to act without the other, his or her true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to the
Registration Statement for The Dreyfus Socially Responsible Growth Fund,
Inc. (including post-effective amendments and amendments thereto), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Clifford L. Alexander, Jr.
Clifford L. Alexander, Jr., Board Member
/s/ Lucy Wilson Benson
Lucy Wilson Benson, Board Member
/s/ Peter C. Goldmark, Jr.
Peter C. Goldmark, Jr., Board Member
/s/ Josie Cruz Natori
Josie Cruz Natori, Board Member
Dated: August 29, 1994
OTHER EXHIBIT (b)
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
Certificate of Assistant Secretary
The undersigned, Ruth D. Leibert, Assistant Secretary of The
Dreyfus Socially Responsible Growth Fund, Inc. (the "Fund"), hereby
certifies that set forth below is a copy of the resolution adopted by the
Fund's Board of Directors authorizing the signing by Frederick C. Dey,
Eric B. Fischman, Ruth D. Leibert and John Pelletier on behalf of the
proper officers of the Fund pursuant to a power of attorney.
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto, may be signed
by any one of Frederick C. Dey, Eric B. Fischman, Ruth
D. Leibert and John Pelletier as the attorney-in-fact
for the proper officers of the Fund, with full power
of substitution and resubstitution; and that the
appointment of each of such persons as such attorney-
in-fact hereby is authorized and approved; and that
such attorneys-in-fact, and each of them, shall have
full power and authority to do and perform each and
every act and thing requisite and necessary to be done
in connection with such Registration Statement and any
and all amendments and supplements thereto, as fully
to all intents and purposes as the officer, for whom
he or she is acting as attorney-in-fact, might or
could do in person.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed
the Seal of the Fund on February 24, 1995.
/s/Ruth D. Leibert
_________________________________
Ruth D. Leibert
Assistant Secretary
(SEAL)
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