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. 3 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 5 [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
Mark N. Jacobs, 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, 1996 pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
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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, 1995 was filed on February 29, 1996.
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 10
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-17
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-16
18 Capital Stock and Other Securities B-17
19 Purchase, Redemption and Pricing B-12, B-13
of Securities Being Offered
20 Tax Status B-14
21 Underwriters B-12
22 Calculations of Performance Data B-16
23 Financial Statements B-19
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-14
30 Location of Accounts and Records C-17
31 Management Services C-17
32 Undertakings C-17
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS MAY 1, 1996
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.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 1, 1996, 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
1-800-645-6561. WHEN TELEPHONING ASK FOR OPERATOR 144.
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 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 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. The Fund's total
investment return shown below does not include expenses charged a separate
account or related insurance policy by a Participating Insurance Company,
inclusion of which would reduce the Fund's total investment return for each
period indicated.
<TABLE>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1993(1) 1994 1995
------- ------ ------
<S> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year................................. $12.50 $13.38 $13.23
------- ------ ------
INVESTMENT OPERATIONS:
Investment income--net............................................ .04 .35 .08
Net realized and unrealized gain (loss) on investments.............. .88 (.15) 4.49
------- ------ ------
TOTAL FROM INVESTMENT OPERATIONS.................................... .92 .20 4.57
------- ------ ------
DISTRIBUTIONS:
Dividends from investment income-net................................ (.04) (.35) (.08)
------- ------ ------
Dividends from net realized gain on investments..................... -- -- (.41)
------- ------ ------
TOTAL DISTRIBUTIONS................................................. (.04) (.35) (.49)
------- ------ ------
Net asset value, end of year........................................ $13.38 $13.23 $17.31
====== ======= ======
TOTAL INVESTMENT RETURN............................................... 7.35%(2) 1.49% 34.56%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................. .06%(2) .25% 1.27%
Ratio of net investment income to average net assets................ .64%(2) 4.58% .70%
Decrease reflected in above expense ratios due to
undertakings by Dreyfus and Sub-Investment Adviser.................. 6.19%(2) 2.60% .06%
Portfolio Turnover Rate............................................. -- 373.68% 88.52%
Net Assets, end of year (000's omitted)............................. $1,372 $10,406 $31,657
- ----------------
(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
Page 2
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 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, as amended (the "1940 Act"), of the Fund's
outstanding voting shares.
The Fund's Board of Directors may adopt additional criteria or
restrictions governing the Fund's investments if the Board of Directors
determines that the new criteria or restrictions are consistent with the
Fund's objective of investing in a socially responsible manner, but the Board
may not change the four existing special considerations described above.
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
applicable 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.
Page 3
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 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 1940 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.
Page 4
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
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 1940 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 March
29, 1996, Dreyfus managed or administered approximately $82 billion in assets
for approximately 1.7 million investor accounts nationwide.
Page 5
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 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 $233 billion in
assets as of December 31, 1995, including approximately $81 billion in
proprietary mutual fund assets. As of December 31, 1995, Mellon, through
various subsidiaries, provided non-investment services, such as custodial or
administration services, for more than $786 billion in assets including
approximately $60 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. For the fiscal year ended December 31,
1995 the Fund paid Dreyfus a management fee at an effective annual rate of
.69 of 1% of the value of the Fund's average daily net assets pursuant to an
undertaking by Dreyfus.
The fee paid to Dreyfus is higher than that paid by most other
investment companies.
In allocating brokerage transactions for the Fund, Dreyfus seeks to
obtain the best execution of orders at the most favorable net price. Subject
to this determination, Dreyfus may consider, among other things, the receipt
of research services and/or the sale of shares of the Fund or other funds in
the Dreyfus Family of Funds as factors in the selection of broker-dealers to
execute portfolio transactions for the Fund. See "Portfolio Transactions" in
the Statement of Additional Information.
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. As of December
31, 1995, NCM managed or administered approximately $3.4 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 an Amended
and Restated Sub-Investment Advisory Agreement with Dreyfus, subject to the
overall authority of the Fund's Directors in accordance with Maryland law.
Under the Amended and Restated 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 $32 million........................... .10 of 1%
In excess of $32 million up to $150 million... .15 of 1%
In excess of $150 million up to $300 million.. .20 of 1%
In excess of $300 million..................... .25 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
Page 6
Fund as well as for other funds advised by Dreyfus through a professional
staff of portfolio managers and security analysts.
The Amended and Restated Sub-Investment Advisory Agreement between
Dreyfus and NCM, became effective on April 22, 1996. The Amended and Restated
Sub-Investment Advisory Agreement provides for an increase in the fees
payable by Dreyfus to NCM and contains a restriction on NCM's ability to act
as the investment adviser or sub-investment adviser for other funds with
socially responsible investment policies without the consent of Dreyfus or
the Fund. For the fiscal year ended December 31, 1995, Dreyfus paid NCM a
sub-advisory fee at an effective annual rate of .10 of 1%.
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.
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
such 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 FDI Distribution
Services, Inc., a provider of mutual fund administration services, which in
turn is a wholly-owned subsidiary of FDI Holdings, Inc., the parent company
of which is Boston Institutional Group, Inc.
CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of Dreyfus, P.O. Box 9671, Providence, Rhode
Island 02940-9671, is the Fund's Transfer and Dividend Disbursing Agent (the
"Transfer Agent"). Boston Safe Deposit and Trust Company, an indirect
subsidiary of Mellon, One Boston Place, Boston, Massachusetts 02108, is the
Custodian of the Fund's investments.
HOW TO BUY 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.
Page 7
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, 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 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
1940 Act. 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
Page 8
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 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, 1995 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
Page 9
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 April 1996, at a meeting of
stockholders of the Fund, stockholders approved a change in the Fund's
fundamental policies and investment restrictions relating to its Special
Considerations and an Amended and Restated Sub-Investment Advisory Agreement.
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 1940 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 toll
free 1-800-645-6561. In New York City, call 718-895-1206; outside the U.S.
and Canada, call 516-794-5452.
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
DREYFUS
The Dreyfus
Socially Responsible
Growth Fund, Inc.
Prospectus
(LION LOGO)
Copy Rights 1996 Dreyfus Service Corporation
111p053196
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
(STATEMENT OF ADDITIONAL INFORMATION)
PART B
MAY 1, 1996
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, 1996, 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 numbers:
Call Toll Free 1-800-645-6561
In New York City - Call 718-895-1206
Outside The U.S. or Canada - Call 516-794-5452
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
Shareholder Services Plan . . . . . . . . . . . . . . . B-12
Purchase of Shares. . . . . . . . . . . . . . . . . . . B-12
Redemption of Shares. . . . . . . . . . . . . . . . . . B-13
Determination of Net Asset Value. . . . . . . . . . . . B-13
Dividends, Distributions and Taxes. . . . . . . . . . . B-14
Portfolio Transactions. . . . . . . . . . . . . . . . . B-16
Performance Information . . . . . . . . . . . . . . . . B-17
Information About the Fund. . . . . . . . . . . . . . . B-17
Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors. . . . . B-18
Financial Statements. . . . . . . . . . . . . . . . . . B-19
Report of Independent Auditors. . . . . . . . . . . . . B-29
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, as amended (the "1940 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
without stockholder approval. The board of Directors may from time to time
without stockholder approval adopt additional criteria or restrictions
governing the Fund's investments if the Board of Directors determines that
the new criteria or restrictions are consistent with the Fund's objective of
investing in a socially responsible manner. Any such new criteria or
restrictions would not be fundamental policies of the Fund and could be
subsequently terminated or changed by the Board of Directors at any time
without stockholder approval.
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
Board members 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 Board member who is deemed to be an "interested
person" of the Fund, as defined in the 1940 Act, is indicated by an
asterisk.
Directors of the Fund
CLIFFORD L. ALEXANDER, JR., Board member. 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 Verner, 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. He is 62
years old and his address is 400 C Street N.E., Washington, D.C. 20002.
LUCY WILSON BENSON, Board member. 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. She is 68 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. He is Chairman of the Board of Directors
of Noel Group, inc., a venture capital company; a trustee of Bucknell
University; and director of the Muscular Dystrophy Association,
HealthPlan Corporation, Belding Heminway Company, Inc., a manufacturer
and marketer of industrial threads, specialty yarns and home
furnishings and fabrics, Curtis Industries, Inc., a national
distributor of security products, chemicals, and automotive and other
hardware, and Staffing Resources, Inc. He is 52 years old and his
address is 200 Park Avenue, New York, New York 10166.
PETER C. GOLDMARK, JR., Board member. 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. He is 55 years old and his address is 420 Fifth
Avenue, New York, New York 10018.
JOSIE CRUZ NATORI, Board member. 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.
She is 48 years old and her address is 40 East 34th Street, New York,
New York 10016.
For so long as the Fund's plan described in the section captioned
"Shareholder Services Plan" remains in effect, the Board members of the Fund
who are not "interested persons" of the Fund, as defined in the 1940 Act,
will be selected and nominated by the Board members who are not "interested
persons" of the Fund.
The Fund typically pays its Board members an annual retainer and
reimburses them for their expenses. The Chairman of the Board receives an
additional 25% of such compensation. Any Board member who becomes an
Emeritus Board member shall be entitled to receive an annual retainer and
per meeting fee of one-half the amount paid to Board members. The aggregate
amount of compensation paid to each Board member by the Fund and by all
other funds in the Dreyfus Family of Funds for which such person is a Board
member (the number of which is set forth in parenthesis next to each Board
member's total compensation) for the year ended December 31, 1995, 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 $ 94,386 (17)
Lucy Wilson Benson $2,500 none none $ 72,003 (13)
Joseph S. DiMartino $2,869 none none $448,618 (93)
Peter C. Goldmark $2,500 none none $ 12,500 (1)
Josie Cruz Natori $2,500 none none $ 12,500 (1)
___________________
* Amount does not include reimbursed expenses for attending Board Meetings, which
amounted to $857 for all Board members as a group.
</TABLE>
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 38 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 31 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 31 years old.
ELIZABETH BACHMAN, Vice President and Assistant Secretary. Assistant Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. She is 26 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 34 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 33 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 60 years old.
MARGARET PARDO, Assistant Secretary. Legal Assistant with the Distributor
and an officer of other investment companies advised or administered by
Dreyfus. From June 1992 to April 1995, she was a Medical Coordination
Officer at ORBIS International. Prior to June 1992, she worked as
Program Coordinator at Physicians World Communications Group. She is
27 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 20, 1996.
The following persons are known by the Fund to own of record 5% or more
of the Fund's outstanding voting securities on April 22, 1996: Nationwide
Life Insurance Company, FBO Variable Account, P.O. Box 182029, Columbus,
Ohio 43218--71.4%; and Transamerica Occidental Life Insurance Company
Separate Account VA-2L, 1150 South Olive Street, Los Angeles, California
90015--15.6%. 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 1940 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 1940 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 1940 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 dated July 29, 1992 (the "Prior Advisory
Agreement"). 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. For the fiscal
year ended December 31, 1995, the investment advisory fee under the
Agreement amounted to $138,453 and was reduced by $11,650 pursuant to an
undertaking by the Manager, resulting in a net fee being paid to the Manager
of $126,803.
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; Christopher M. Condron, President, Chief
Operating Officer and a director; Stephen E. Canter, Vice Chairman, Chief
Investment Officer and a director; Lawrence S. Kash, Vice Chairman--
Distribution and a director; Philip L. Toia, Vice Chairman--Operations and
Administration and a director; William T. Sandalls, Jr., Senior Vice
President and Chief Financial Officer; Barbara E. Casey, Vice President--
Dreyfus Retirement Services; Patrice Kozlowski, Vice President--Corporate
Communications; Elie M. Genadry, Vice President--Institutional Sales;
William F. Glavin, Jr., Vice President--Corporate Development; Mark N.
Jacobs, Vice President, General Counsel and Secretary; Mary Beth Leibig,
Vice President--Human Resources; Jeffrey N. Nachman, Vice President--Mutual
Fund Accounting; Andrew S. Wasser, Vice President--Information Systems;
Maurice Bendrihem, Controller; Elvira Oslapas, Assistant Secretary; and
Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene
and Julian M. Smerling, directors.
Sub-Investment Advisory Agreement. NCM provides sub-investment
advisory services pursuant to an Amended and Restated Sub-Investment
Advisory Agreement dated April 22, 1996 between the Manager and NCM (the
"Amended and Restated Sub-Investment Advisory Agreement"). The Amended and
Restated 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 Amended and Restated Sub-Investment Advisory Agreement, by vote
cast in person at a meeting called for the purpose of voting on such
approval. The Amended and Restated Sub-Investment Advisory Agreement
contains a restriction on NCM's ability to act as the investment adviser or
sub-investment adviser for other funds with socially responsible investment
policies without the consent of the Fund or the Manager. The Amended and
Restated 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 Amended and Restated 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 Amended and Restated Sub-Investment
Advisory Agreement will terminate effective upon the date the Management
Agreement terminates.
As compensation for NCM's services under the Amended and Restated
Sub-Investment Advisory Agreement, the Manager has agreed to pay NCM a fee,
payable monthly, at an annual rate as set forth in the Fund's Prospectus.
For the period August 2, 1994 through April 21, 1996, NCM served as the
Fund's sub-investment adviser pursuant to a sub-investment advisory
agreement (the "Former NCM Agreement") dated August 2, 1994 between NCM and
Dreyfus. Pursuant to the Former NCM Agreement, Dreyfus agreed to pay NCM a
sub-investment advisory fee at the annual rate of .10 of 1% of the Fund's
average daily net assets up to $500 million; and .20 of 1% of the Fund's
average daily net assets in excess of $500 million. 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. For the
period from August 2, 1994 to December 31, 1994 no fee was paid by Dreyfus
to NCM under the Former NCM Agreement. For the fiscal year ended December
31, 1995, the fee paid by Dreyfus to NCM under the Former NCM Agreement was
$18,459.
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; Clifford D. Mpare, Jr., Senior Vice President-
Investments; Brenda Walker, Senior Vice President-Director Marketing and
Client Services; Dennis M. McCaskill, Jr., Mary M. Ford, Stanley G. Laborde,
Paul L. VanKempen, Senior Vice Presidents; Stephon Jackson, Senior Vice
President, Director of Research; Linda Jordan, Victor Ross, Regional Vice
Presidents; David Carter, Wendell Mackey, Lorenzo Newsome and Lawrence
Verny, Vice Presidents; Deborah C. Bronson, Vice President-Director of
Operations; 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, Eric
Steedman, Maceo K. Sloan, and Stephen Jackson. 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.
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
Fund's Board for its review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Board members, and by 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 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 Board members 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 Board members 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, 1995, $2,800 was charged to the
Fund under the Plan.
PURCHASE OF SHARES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Buy Shares."
The Distributor. The Distributor serves as the Fund's distributor on a
best efforts basis 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 SHARES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Redeem 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 Fund's Board reserves the right to make payments in whole or in
part in securities (which may include non-marketable 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 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 Fund's Board. The Fund's Board 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 Fund's Board 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 Fund's Board. 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.
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."
Taxation of the Fund. 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.
Shareholder Taxation. 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
years ended December 31, 1994 and December 31, 1995, the Fund paid total
brokerage commissions of $3,188, $54,787 and $56,212, 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. For the fiscal year ended December 31,
1995 there were no spreads or concessions on principal transactions.
The Fund's portfolio turnover rates (exclusive of U.S. Government
securities and short-term investments) for the fiscal years ended December
31, 1994 and 1995 were 373.68% and 88.52%, respectively.
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 2.236 year periods
ended December 31, 1995 was 34.56% and 18,63%, 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, 1995 was 46.61%. 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.
From time to time, advertising material for the Fund also may include
biographical information relating to its portfolio managers and may refer to
or include commentary by the portfolio managers relating to investment
strategy, asset growth, current or past business, political, economic or
financial conditions and other matters of general interest to investors.
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.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN,
COUNSEL AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, P.O. Box
9671, Providence, Rhode Island 02940-9671, is the Fund's transfer and
dividend disbursing agent. Under a transfer agency agreement with the Fund,
the Transfer Agent arranges for the maintenance of shareholder account
records for the Fund, the handling of certain communications between
shareholders and the Fund and the payment of dividends and distributions
payable by the Fund. For these services, the Transfer Agent receives a
monthly fee computed on the basis of the number of shareholder accounts it
maintains for the Fund during the month, and is reimbursed for certain out-
of-pocket expenses.
Mellon Bank, N.A. (the "Custodian"), Dreyfus' parent and a subsidiary
of Mellon Bank Corporation, is located at One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258, and serves as the custodian of the Fund.
Under its Custody Agreement with the Fund, the Custodian holds the Fund's
portfolio securities and keeps all necessary accounts and records.
Neither the Transfer Agent nor the Custodian 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, 1995
COMMON STOCKS-93.8% SHARES VALUE
_______ ______
<S> <C> <C>
CONSUMER DURABLES-.9% Briggs & Stratton....................... 6,500 $ 281,937
_____
CONSUMER
NON-DURABLES-8.5% Campbell Soup........................... 10,400 624,000
Coca-Cola.............................. 7,800 579,150
Gillette............................... 11,100 578,588
NIKE, Cl. B............................ 4,400 306,350
PepsiCo................................ 11,000 614,625
______
2,702,713
______
CONSUMER SERVICES-7.9% Disney (Walt).......................... 7,400 436,600
Grainger (W.W.)........................ 8,000 530,000
Regal Cinemas........................(a) 15,450 459,638
Tribune................................ 8,750 534,843
Wendy's International.................. 25,500 541,875
______
2,502,956
______
ELECTRONIC
TECHNOLOGY-16.4% Applied Materials.....................(a) 15,100 594,562
DSC Communications...................(a) 17,400 641,625
EMC...................................(a) 37,450 575,794
Hewlett-Packard........................ 7,970 667,488
Linear Technology...................... 16,600 651,550
Micron Technology...................... 10,900 431,912
Sun Microsystems..................... (a) 15,200 693,500
3Com................................. (a) 19,980 931,568
_____
5,187,999
_____
ENERGY-2.3% Schlumberger........................... 10,420 721,585
--------
FINANCE-16.5% ADVANTA, Cl. A......................... 7,500 286,875
AFLAC.................................. 8,600 373,025
Allstate............................... 7,600 312,550
American International Group........... 4,860 449,550
Bank of New York....................... 14,000 682,500
BankAmerica............................ 6,600 427,350
BayBanks............................... 6,300 618,975
Citicorp............................... 10,200 685,950
Federal National Mortgage Association.. 6,000 744,750
Green Tree Financial................... 24,000 633,000
_____
5,214,525
_____
HEALTH SERVICES-.8% HealthCare COMPARE..................... (a) 5,500 239,250
_____
HEALTH TECHNOLOGY-14.0% Amgen.................................. (a) 12,000 712,500
Becton, Dickinson ..................... 8,620 646,500
Bristol-Myers Squibb................... 8,700 747,113
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1995
COMMON STOCKS (CONTINUED) SHARES VALUE
______ _______
HEALTH
TECHNOLOGY (CONTINUED) Johnson & Johnson....................... 7,560 $ 647,325
Medtronic.............................. 15,600 871,650
Merck & Co............................. 12,460 819,245
_____
4,444,333
_____
NON-ENERGY MINERALS-.6% British Steel, A.D.S. .................. 7,700 197,312
_____
PROCESS INDUSTRIES-4.3% Bemis................................... 20,690 530,181
Sigma-Aldrich.......................... 11,500 569,250
Terra Industries....................... 18,300 258,488
_____
1,357,919
_____
PRODUCER
MANUFACTURING-4.3% AGCO................................... 13,600 693,600
Dover.................................. 7,800 287,625
Philips Electronics, N.V............... 10,900 391,038
_____
1,372,263
_____
RETAIL TRADE-3.0% Consolidated Stores..................(a) 15,800 343,650
Sears, Roebuck & Co.................... 15,200 592,800
_____
936,450
_____
TECHNOLOGY SERVICES-8.1% Arrow Electronics....................(a) 14,600 629,625
BMC Software.........................(a) 17,500 748,125
Computer Associates International...... 11,150 634,156
Oracle...............................(a) 13,000 550,875
_____
2,562,781
_____
TRANSPORTATION-1.2% Federal Express.......................(a) 5,350 395,231
_____
UTILITIES-5.0% Century Telephone Enterprises 20,200 641,350
Ericsson (LM) Telephone, Cl. B, A.D.R. 16,500 321,750
GTE 14,260 627,440
_____
1,590,540
_____
TOTAL COMMON STOCKS
(cost $25,985,306)................... $29,707,794
=======
PRINCIPAL
SHORT-TERM INVESTMENTS-5.8% AMOUNT
______
U.S. TREASURY BILLS: 5.25%, 2/29/96.......................... $ 704,000 $ 698,410
4.90%, 3/7/96.......................... 754,000 747,063
4.83%, 3/14/96......................... 379,000 375,115
_____
TOTAL SHORT-TERM INVESTMENTS
(cost $1,820,458).................... $ 1,820,588
=======
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1995
VALUE
______
TOTAL INVESTMENTS (cost $27,805,764)........................ 99.6% $31,528,382
==== =======
CASH AND RECEIVABLES (NET)................. .4% $ 128,850
==== =======
NET ASSETS.................................................................. 100.0% $31,657,232
==== =======
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, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $27,805,764)-see statement...................................... $31,528,382
Cash.................................................................... 127,477
Dividends receivable.................................................... 33,528
Prepaid expenses........................................................ 38,838
_____
31,728,225
LIABILITIES:
Due to The Dreyfus Corporation and subsidiaries......................... $20,566
Accrued expenses........................................................ 50,427 70,993
___ _____
NET ASSETS.................................................................. $31,657,232
=======
REPRESENTED BY:
Paid-in capital......................................................... $27,530,094
Accumulated undistributed investment income-net......................... 1,700
Accumulated undistributed net realized gain on investments.............. 402,820
Accumulated net unrealized appreciation on investments-Note 3........... 3,722,618
_____
NET ASSETS at value applicable to 1,829,227 shares outstanding
(150 million shares of $.001 par value Common Stock authorized)......... $31,657,232
=======
NET ASSET VALUE, offering and redemption price per share
($31,657,232 / 1,829,227 shares)........................................ $17.31
=======
See notes to financial statements.
</TABLE>
<TABLE>
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1995
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $3,898 foreign taxes withheld at source)....... $ 223,319
Interest.............................................................. 140,920
_____
TOTAL INCOME...................................................... $ 364,239
EXPENSES:
Investment advisory fee-Note 2(a)..................................... 138,453
Auditing fees......................................................... 39,288
Directors' fees and expenses-Note 2(c)................................ 14,073
Organization expenses................................................. 14,029
Shareholder servicing costs-Note 2(b)................................. 10,500
Legal fees............................................................ 10,026
Custodian fees........................................................ 7,139
Registration fees..................................................... 6,038
Prospectus and shareholders' reports.................................. 5,487
Miscellaneous......................................................... 1,543
_____
TOTAL EXPENSES.................................................... 246,576
Less-reduction in management fee due to
undertaking-Note 2(a)............................................. 11,650
_____
NET EXPENSES...................................................... 234,926
_____
INVESTMENT INCOME-NET............................................. 129,313
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments-Note 3................................. $1,186,985
Net unrealized appreciation on investments.............................. 3,840,201
_____
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................... 5,027,186
_____
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $5,156,499
=======
See notes to financial statements.
</TABLE>
<TABLE>
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,
______________________________
1994 1995
______ _______
<S> <C> <C>
OPERATIONS:
Investment income-net................................................... $ 264,288 $ 129,313
Net realized gain (loss) on investments................................. (61,713) 1,186,985
Net unrealized appreciation (depreciation) on investments for the year.. (146,700) 3,840,201
_____ _____
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................. 55,875 5,156,499
_____ _____
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net................................................... (265,951) (140,970)
Net realized gain on investments........................................ _ (722,469)
_____ _____
TOTAL DIVIDENDS....................................................... (265,951) (863,439)
_____ _____
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................... 10,922,467 19,961,839
Dividends reinvested.................................................... 265,951 863,438
Cost of shares redeemed................................................. (1,943,759) (3,867,386)
_____ _____
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................ 9,244,659 16,957,891
_____ _____
TOTAL INCREASE IN NET ASSETS...................................... 9,034,583 21,250,951
NET ASSETS:
Beginning of year....................................................... 1,371,698 10,406,281
_____ _____
End of year [including distributions in excess of investment
income-net; ($2,009) in 1994 and undistributed investment
income-net; $1,700 in 1995]........................................... $10,406,281 $31,657,232
===== =====
SHARES SHARES
_____ _____
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 808,182 1,237,706
Shares issued for dividends reinvested.................................. 20,087 50,113
Shares redeemed......................................................... (144,061) (245,303)
_____ _____
NET INCREASE IN SHARES OUTSTANDING.................................... 684,208 1,042,516
====== ======
See notes to financial statements.
</TABLE>
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
FINANCIAL HIGHLIGHTS
Reference is made to page ___ of the Fund's Prospectus dated May 1, 1996.
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. Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares which are sold without a sales charge. The
Distributor, located at One Exchange Place, Boston, Massachusetts 02109, is a
wholly-owned subsidiary of FDI Distribution Services, Inc., a provider of
mutual fund administration services, which in turn is a wholly-owned
subsidiary of FDI Holdings, Inc., the parent company of which is Boston
Institutional Group, Inc. The Dreyfus Corporation ("Dreyfus") serves as the
Fund's investment adviser. NCM Capital Management Group, Inc. serves as the
Fund's sub-investment adviser. Dreyfus is a direct subsidiary of Mellon Bank,
N.A.
(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.
(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, if any, it is the policy of the Fund not to distribute such gain.
During the year ended December 31, 1995, the Fund reclassified $15,367
from paid-in capital to undistributed investment income-net and net assets
were not affected by the change.
(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.
NOTE 2-INVESTMENT ADVISORY FEE, SUB-INVESTMENT ADVISORY FEE AND OTHER TRANSACT
IONS WITH AFFILIATES:
(A) Pursuant to an 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. The
Investment Advisory Agreement further provides that if in any full year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and extraordinary
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
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 had undertaken from January 1, 1995 through July 10, 1995 to reduce
the investment advisory fee paid by the Fund, to the extent that the Fund's
aggregate expenses (exclusive of certain expenses as described above)
exceeded specified annual percentages of the Fund's average daily net assets.
The reduction in management fee, pursuant to the undertaking, amounted to
$11,650 for the year ended December 31, 1995.
Pursuant to a 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.
Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for
providing personnel and facilities to perform transfer agency services for
the Fund. Such compensation amounted to $11 for the period from December 1,
1995 through December 31, 1995.
(B) Pursuant to the Fund's Shareholder Services Plan, 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 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,
1995, $2,800 was charged to the Fund pursuant to the Shareholder Services
Plan.
(C) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $2,500. The Chairman of the Board
receives an additional 25% of such compensation.
NOTE 3-SECURITIES TRANSACTIONS:
The aggregate amount of purchases and sales of investment securities,
excluding short-term securities, during the year ended December 31, 1995,
amounted to $32,998,822 and $14,121,334, respectively.
At December 31, 1995, accumulated net unrealized appreciation on
investments was $3,722,618, consisting of $4,326,576 gross unrealized
appreciation and $603,958 gross unrealized depreciation.
At December 31, 1995, 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, 1995, 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, 1995 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, 1995, 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.
[Ernst and Young LLP signature logo]
New York, New York
February 9, 1996
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 years ended December 31, 1994 and 1995.
Included in Part B of the Registration Statement:
Statement of Investments-- December 31, 1995.
Statement of Assets and Liabilities-- December 31, 1995.
Statement of Operations--For the fiscal year ended
December 31, 1995.
Statement of Changes in Net Assets--From October 7, 1993
(commencement of operations) to December 31, 1993 and
for the fiscal years ended December 31, 1994 and 1995.
Notes to Financial Statements.
Report of Ernst & Young LLP, Independent Auditors, dated
April 24, 1996.
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 is incorporated by reference to Exhibit
(5)(a) of Post-Effective Amendment No. 2 to the Registration
Statement on From N-1A, filed on March 1, 1995.
(5)(b) Sub-Investment Advisory Agreement.
(6) Distribution Agreement is incorporated by reference to Exhibit (6)
of Post-Effective Amendment No. 2 to the Registration Statement on
From N-1A, filed on March 1, 1995.
(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 is incorporated by reference to Exhibit
(9) of Post-Effective Amendment No. 2 to the Registration
Statement on From N-1A, filed on March 1, 1995.
(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) 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 April 22, 1996
______________ _______________________________
Common Stock
(Par value $.001) 14
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) of Post-Effective Amendment No. 2 to the Registration
Statement on From N-1A, filed on March 1, 1995.
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
(a) Manager - 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)
________ ________________________________________________________________
(a) Officers and Directors of Manager
____________________________________________
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:
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****;
Mellon Bank, N.A.****
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
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*****;
Vice Chairman of the Board:
Mellon Bank Corporation****;
Mellon Bank, N.A.****;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation****;
Operating Officer The Boston Company*****;
and a Director Deputy Director:
Mellon Trust****;
Chief Executive Officer:
The Boston Company Asset Management,
Inc.*****;
President:
Boston Safe Deposit and Trust
Company*****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive
Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*
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*****;
Laurel Capital Advisors****;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.****;
Boston Safe Deposit and Trust
Company*****;
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903
Director:
Dreyfus Precious Metals, Inc.*;
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, Inc.***;
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
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
BARBARA E. CASEY President:
Vice President- Dreyfus Retirement Services Division;
Dreyfus Retirement Executive Vice President:
Services Boston Safe Deposit & Trust Co.*****
Dreyfus Service Corporation*
PATRICE KOZLOWSKI 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++
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
MARK N. JACOBS Vice President, Secretary and Director:
Vice President- Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.***;
Major Trading Corporation*;
The Truepenny Corporation*
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation****
Services
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
Dreyfus Service Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit Corporation*;
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
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 131 Second Street,
Lewes, Delaware 19958.
**** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
***** The address of the business so indicated is One Boston Place,
Boston Massachusetts 02108.
+ 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
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 GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Capital Value Fund, Inc.
14) Dreyfus Cash Management
15) Dreyfus Cash Management Plus, Inc.
16) Dreyfus Connecticut Intermediate Municipal Bond Fund
17) Dreyfus Connecticut Municipal Money Market Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) The Dreyfus Fund Incorporated
22) Dreyfus Global Bond Fund, Inc.
23) Dreyfus Global Growth Fund
24) Dreyfus GNMA Fund, Inc.
25) Dreyfus Government Cash Management
26) Dreyfus Growth and Income Fund, Inc.
27) Dreyfus Growth and Value Funds, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Funds Trust
36) The Dreyfus/Laurel Tax-Free Municipal Funds
37) The Dreyfus/Laurel Investment Series
38) Dreyfus Life and Annuity Index Fund, Inc.
39) Dreyfus LifeTime Portfolios, Inc.
40) Dreyfus Liquid Assets, Inc.
41) Dreyfus Massachusetts Intermediate Municipal Bond Fund
42) Dreyfus Massachusetts Municipal Money Market Fund
43) Dreyfus Massachusetts Tax Exempt Bond Fund
44) Dreyfus Michigan Municipal Money Market Fund, Inc.
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
48) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Insured Tax Exempt Bond Fund
54) Dreyfus New York Municipal Cash Management
55) Dreyfus New York Tax Exempt Bond Fund, Inc.
56) Dreyfus New York Tax Exempt Intermediate Bond Fund
57) Dreyfus New York Tax Exempt Money Market Fund
58) Dreyfus Ohio Municipal Money Market Fund, Inc.
59) Dreyfus 100% U.S. Treasury Intermediate Term Fund
60) Dreyfus 100% U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus 100% U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Short-Intermediate Government Fund
66) Dreyfus Short-Intermediate Municipal Bond Fund
67) Dreyfus Investment Grade Bond Funds, Inc.
68) The Dreyfus Socially Responsible Growth Fund, Inc.
69) Dreyfus Strategic Income
70) Dreyfus Strategic Investing
71) Dreyfus Tax Exempt Cash Management
72) The Dreyfus Third Century Fund, Inc.
73) Dreyfus Treasury Cash Management
74) Dreyfus Treasury Prime Cash Management
75) Dreyfus Variable Investment Fund
76) Dreyfus-Wilshire Target Funds, Inc.
77) Dreyfus Worldwide Dollar Money Market Fund, Inc.
78) General California Municipal Bond Fund, Inc.
79) General California Municipal Money Market Fund
80) General Government Securities Money Market Fund, Inc.
81) General Money Market Fund, Inc.
82) General Municipal Bond Fund, Inc.
83) General Municipal Money Market Fund, Inc.
84) General New York Municipal Bond Fund, Inc.
85) General New York Municipal Money Market Fund
86) Peoples Index Fund, Inc.
87) Peoples S&P MidCap Index Fund, Inc.
88) Premier Insured Municipal Bond Fund
89) Premier California Municipal Bond Fund
90) Premier Equity Funds, Inc.
91) Premier Global Investing, Inc.
92) Premier GNMA Fund
93) Premier Growth Fund, Inc.
94) Premier Municipal Bond Fund
95) Premier New York Municipal Bond Fund
96) Premier State Municipal Bond Fund
97) Premier Strategic Growth 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
Executive 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
Paul Prescott+ Vice President None
Elizabeth Bachman++ Assistant Vice President Vice President
and Assistant
Secretary
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. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. 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 4/25/96
______________________________ (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/Clifford L. Alexander, Jr.* Director 4/25/96
_____________________________
Clifford L. Alexander, Jr.
/s/Lucy Wilson Benson* Director 4/25/96
______________________________
Lucy Wilson Benson
/s/Joseph S. DiMartino* Chairman of the Board of Directors 4/25/96
_____________________________
Joseph S. DiMartino
/s/Peter C. Goldmark, Jr.* Director 4/25/96
_____________________________
Peter C. Goldmark, Jr.
/s/Josie Cruz Natori* Director 4/25/96
_____________________________
Josie Cruz Natori
*BY: /s/ Eric B. Fischman
__________________________
Eric B. Fischman,
Attorney-in-Fact
AMENDED AND RESTATED SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
April 22, 1996
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 Prospectus
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 to $32 million .10 of 1%
In excess of $32 to $150 million .15 of 1%
In excess of $150 to $300 million .20 of 1%
In excess of $300 million .25 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 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
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 committment 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 1-1/2% of the average
value of the Fund's net assets for the fiscal year, 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. Notwithstanding the above, you agree that you will
not act as an investment adviser or sub-adviser for any other registered
investment company having socially responsible investment policies, except
those investment companies under your management as of December 31, 1995,
without the prior written consent of the Fund and the Adviser.
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 herein contained 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 April 22, 1998, and thereafter
shall continue automatically for successive annual periods ending
on April 22nd of each year, provided such continuance is specifically
approved at least annually by (i) the Fund's Board of Directors or (ii) a
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:_____________________________________________
Accepted:
NCM CAPITAL MANAGEMENT GROUP, INC.
By:_______________________________________
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the use of our report
dated February 9, 1996, in this Registration Statement (Form N-1A 33-49014)
of The Dreyfus Socially Responsible Growth Fund, Inc.
ERNST & YOUNG LLP
New York, New York
April 24, 1996
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<FISCAL-YEAR-END> DEC-31-1995
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</TABLE>
