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. 4 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 6 [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)
----
X on May 1, 1997 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended December 31, 1996 was filed on February 26, 1997.
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 3
4 General Description of Registrant 3, 10
5 Management of the Fund 6
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 10
7 Purchase of Securities Being Offered 8
8 Redemption or Repurchase 9
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-18
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-10
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-17
18 Capital Stock and Other Securities B-18
19 Purchase, Redemption and Pricing B-13, B-14
of Securities Being Offered
20 Tax Status B-15
21 Underwriters B-13
22 Calculations of Performance Data B-13
23 Financial Statements B-20
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-12
30 Location of Accounts and Records C-15
31 Management Services C-15
32 Undertakings C-15
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS MAY 1, 1997
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
- -------------------------------------------------------------------------------
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. (THE "FUND") IS
AN OPEN-END, DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MUTUAL
FUND. Fund shares are offered only to variable annuity and variable life
insurance separate accounts established by insurance companies
("Participating Insurance Companies") to fund variable annuity contracts and
variable life insurance policies. INDIVIDUALS MAY NOT PURCHASE FUND SHARES
DIRECTLY FROM THE FUND. THIS PROSPECTUS SHOULD BE READ IN CONJUNCTION WITH
THE PROSPECTUS OF THE SEPARATE ACCOUNTS OF THE SPECIFIC INSURANCE PRODUCT
WHICH SHOULD PRECEDE OR ACCOMPANY THIS PROSPECTUS.
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. IT SHOULD BE READ AND RETAINED
FOR FUTURE REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED APRIL 1, 1997, 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. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP://WWW.SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUND. FOR A FREE COPY OF THE STATEMENT OF ADDITIONAL
INFORMATION, 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>
<CAPTION>
TABLE OF CONTENTS
PAGE PAGE
<S> <C> <S> <C>
CONDENSED FINANCIAL INFORMATION....... 3 SHAREHOLDER SERVICES PLAN............... 9
DESCRIPTION OF THE FUND............... 3 DIVIDENDS, DISTRIBUTIONS AND TAXES...... 9
MANAGEMENT OF THE FUND................ 6 PERFORMANCE INFORMATION................. 10
HOW TO BUY SHARES..................... 8 GENERAL INFORMATION..................... 10
HOW TO REDEEM SHARES.................. 9
</TABLE>
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
[This Page Intentionally Left Blank]
Page 2
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>
<CAPTION>
Year Ended December 31,
---------------------------------------------------
1993(1) 1994 1995 1996
---------- -------- -------- --------
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year............................... $12.50 $13.38 $13.23 $17.31
---------- -------- -------- --------
Investment Operations:
Investment income--net .......................................... .04 .35 .08 .05
Net realized and unrealized gain (loss) on investments........... .88 (.15) 4.49 3.63
---------- -------- -------- --------
Total from Investment Operations................................. .92 .20 4.57 3.68
---------- -------- -------- --------
DISTRIBUTIONS:
Dividends from investment income-net............................. (.04) (.35) (.08) (.05)
Dividends from net realized gain on investments.................. .-- .-- (.41) (.85)
---------- -------- -------- --------
TOTAL DISTRIBUTIONS.............................................. (.04) (.35) (.49) (.90)
---------- -------- -------- --------
Net asset value, end of year..................................... $13.38 $13.23 $17.31 $20.09
========== ======== ======== ========
TOTAL INVESTMENT RETURN............................................ 7.35%(2) 1.49% 34.56% 21.23%
RATIOS / SUPPLEMENTAL DATA:
Ratio of operating expenses to average net assets................ .06%(2) .25% 1.27% .95%
Ratio of interest expense to average net assets.................. .-- .-- .-- .01%
Ratio of net investment income to average net assets............. .64%(2) 4.58% .70% .42%
Decrease reflected in above expense ratios due to
undertakings by Dreyfus and Sub-Investment Adviser............... 6.19%(2) 2.60% .06% .03%
Portfolio Turnover Rate.......................................... .-- 373.68% 88.52% 126.41%
Average commission rate paid(3).................................. .-- .-- .-- $.0578
Net Assets, end of year (000's omitted).......................... $1,372 $10,406 $31,657 $114,570
</TABLE>
(1) From October 7, 1993 (commencement of operations) to December 31, 1993.
(2) Not annualized.
(3) For fiscal years beginning January 1, 1996, the Fund is required to
disclose its average commission rate paid per share for purchases and sales
of investment securities.
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.
Page 3
Nevertheless, for so long as the Fund is a funding vehicle for VA contracts
and VLI policies, the Fund's Board of Directors will monitor events in order
to identify any material conflicts which may arise and to determine what
action, if any, should be taken in response thereto. Should any conflict
between VA contract holders and VLI policy holders arise, a separate account
may be required to withdraw from participation in the Fund. Such a withdrawal
could have a disruptive effect on orderly portfolio management to the
potential detriment of VA contract holders and VLI policy holders.
INVESTMENT OBJECTIVES -- The Fund's primary goal is to provide capital growth
through equity investment in companies that, in the opinion of the Fund's
management, not only meet traditional investment standards 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) occupational health and safety, (3) consumer
protection and product purity, and (4) equal employment opportunity.
Consistent with its consumer protection screen, the Fund will not purchase
shares in a company which manufactures tobacco products. 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 "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
without shareholder approval.
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.
Page 4
If it is determined at any stage that purchase or retention of the
portfolio securities is not consistent with the Fund's goal of investing in
companies whose conduct contributes to the enhancement of the quality of life
in America, the security will not be purchased or if already purchased will
be sold as expeditiously as possible, consistent with the best interests of
the Fund.
The Board will review new portfolio acquisitions in light of the
Fund's special concerns at their next regular meeting. While the Board 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 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.
Page 5
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate. Time deposits which may be held by the Fund
will not benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance
Corporation.
To earn additional income on its portfolio, the Fund may write
(sell) covered call option contracts on securities it owns to the extent of
20% of the value of its net assets at the time such option contracts are
written. A call option gives the purchaser of the option the right to buy,
and obligates the writer to sell, the underlying security at the exercise
price at any time during the option period. A covered call option sold by the
Fund, which is a call option on a security owned by the Fund, exposes the
Fund during the term of the option to possible loss of opportunity to realize
appreciation in the market price of the underlying security or to possible
continued holding of a security which might otherwise have been sold to
protect against depreciation in the market price of the security.
A more detailed description of the securities in which the Fund may
invest can be found in the Statement of Additional Information.
The Fund may invest in companies with substantial overseas
activities, but, at present, management will not examine corporate activities
carried on outside the United States.
CERTAIN FUNDAMENTAL POLICIES -- The Fund may (i) borrow money to the extent
permitted under the Act; (ii) invest up to 5% of the value of its total net
assets in the securities of any one issuer (except securities of the U.S.
Government or any instrumentality thereof); (iii) invest in companies having
less than three years continuous operating history (including that of
predecessors) but only in an amount up to 5% of the value of its net assets;
and (iv) invest up to 25% of the value of its total assets in any single
industry. This paragraph describes fundamental policies of the Fund which
cannot be changed without approval by the holders of a majority (as defined
in the Act) of the Fund's outstanding voting shares. See "Investment
Objectives and Management Policies_Investment Restrictions" in the Fund's
Statement of Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES -- The Fund may (i) pledge,
hypothecate, mortgage or otherwise encumber its assets, but only to secure
permitted borrowings; and (ii) invest up to 15% of the value of its net
assets in repurchase agreements providing for settlement in more than seven
days after notice and in other illiquid securities. See "Investment
Objectives and Management Policies _ Investment Restrictions" in the Fund's
Statement of Additional Information.
INVESTMENT CONSIDERATIONS -- The Fund will not seek to realize profits by
anticipating short-term market movements. When market conditions permit, the
Fund generally intends to retain securities for at least the applicable
statutory long-term capital gain period. The annual portfolio turnover rate
indicates the rate of change in the Fund's portfolio; for instance, a rate of
100% would result if all the securities in the portfolio at the beginning of
an annual period had been replaced by the end of the period. While the rate
of portfolio turnover will not be a limiting factor when management deems
changes appropriate, it is anticipated that, in view of the Fund's investment
objectives, its annual turnover rate generally should not exceed 75%. When
extraordinary market conditions prevail, a higher turnover rate and increased
brokerage expenses may be expected.
Investment decisions for the Fund are made independently from those
of other investment companies advised by Dreyfus. However, if such other
investment companies are prepared to invest in, or desire to dispose of,
securities of the type which the Fund invests in at the same time as the
Fund, available investments or opportunities for sales will be allocated
equitably to each investment company. In some cases, this procedure may
adversely affect the size of the position obtained for or disposed of by the
Fund or the price received by the Fund.
MANAGEMENT OF THE FUND
INVESTMENT ADVISER -- Dreyfus, located at 200 Park Avenue, New York, New York
10166, was formed in 1947 and serves as the Fund's investment adviser.
Dreyfus is a wholly-owned subsidiary of Mellon Bank, N.A., which is a
wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As of January
31, 1997,
Party 6
Dreyfus managed or administered approximately $85 billion in assets
for approximately 1.7 million investor accounts nationwide.
Dreyfus supervises and assists in the overall management of the
Fund's affairs under a Management Agreement with the Fund, subject to the
overall authority of the Fund's Board of 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, 1996, including approximately $86 billion in mutual
fund assets. As of December 31, 1996, Mellon, through various subsidiaries,
provided non-investment services, such as custodial or administration
services, for more than $1,046 billion in assets including approximately $57
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,
1996 the Fund paid Dreyfus a management fee at an effective annual rate of
.72 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
managed, advised or administered by Dreyfus 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, 1996, NCM managed or administered approximately $3.9 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 dated April 22,
1996, subject to the overall authority of the Fund's Board of Directors in
accordance with Maryland law. Prior to April 22, 1996, NCM provided such
services pursuant to a Sub-Investment Advisory Agreement with Dreyfus dated
August 2, 1994 (the "Prior Sub-Advisory Agreement"). 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 registered
funds with socially responsible investment policies without the consent of
Dreyfus or the Fund.
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>
<CAPTION>
ANNUAL FEE AS A PERCENTAGE OF
TOTAL ASSETS AVERAGE DAILY NET ASSETS
<S> <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>
Page 7
For the fiscal year ended December 31, 1996, Dreyfus paid NCM
pursuant to the Amended and Restated Sub-Investment Advisory Agreement and
Prior Sub-Advisory Agreement a monthly fee at the effective aggregate annual
rate of .11 of 1% of the value of the Fund's average daily net assets.
The Fund's portfolio managers primarily responsible for management of
the Fund's portfolio are Eric W. Steedman, with respect to the Fund's areas
of special concern, and Maceo K. Sloan, with respect to selection of
portfolio securities. Mr. Steedman has held that position since May 1, 1996
and has been employed by Dreyfus since January 1995. From June 1994 to
December 1994, he was employed by the Council on Economic Priorities. Mr.
Sloan has held his position with the Fund since August 1994 and has been
employed by NCM since 1986. The Fund's other portfolio managers are
identified under"Management of the Fund" in the Fund's Statement of
Additional Information. Dreyfus also provides research services for the Fund
as well as for other funds advised by Dreyfus through a professional staff of
portfolio managers and security analysts.
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.
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, 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 -- Mellon Bank, N.A.,
One Mellon Bank Center, Pittsburgh, PA 15258, is the Custodian of the Fund's
investments. 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").
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.
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.
Page 8
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
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 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, 1996 as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if such quali-
Page 9
fication is in the best interest of the Participating Insurance Companies.
The Fund may be subject to a non-deductible 4% excise tax, measured with
respect to certain undistributed amounts of investment income and capital
gains. If, however, the Fund does not qualify as a "regulated investment
company" it will be subject to the general rules governing the Federal income
taxation of corporations under the Code.
Participating Insurance Companies should consult their tax advisers
regarding specific questions as to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, the performance of the Fund will be
calculated on an average annual total return or total return basis.
Average annual total return is calculated pursuant to a
standardized formula which assumes that an investment in the Fund was
purchased with an initial payment of $1,000 and that the investment was
redeemed at the end of a stated period of time, after giving effect to the
reinvestment of dividends and distributions during the period. The return is
expressed as a percentage rate which, if applied on a compounded annual
basis, would result in the redeemable value of the investment at the end of
the period. Advertisements of the Fund's performance will include the Fund's
average annual total return for one, five and ten year periods, or for
shorter periods depending upon the length of time during which the Fund has
operated.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the income
and principal changes for a specified period and dividing by the net asset
value per share at the beginning of the period. Advertisements may include
the percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes the
application of the percentage rate of total return.
Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information of the Fund should not be compared with other funds
that offer their shares directly to the public since the figures provided do
not reflect charges against Participating Insurance Companies. The effective
yield and total return for the Fund should be distinguished from the rate of
return of a corresponding subaccount or investment division of a separate
account of a Participating Insurance Company, which rate will reflect the
deduction of additional charges, including mortality and expense risk
charges, and will therefore be lower. VA contract holders and VLI policy
holders should consult the prospectus for such contract or policy.
Calculations of the Fund's performance information may reflect
absorbed expenses pursuant to any undertaking that may be in effect. See
"Management of the Fund."
Comparative performance information may be used from time to time
in advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Dow Jones Industrial Average, Standard & Poor's
500 Composite Stock Price Index, The VARDSsm Report, IBC/Donoghue's Money
Fund Report, FINANCIAL PLANNING MAGAZINE, MONEY MAGAZINE, Morningstar, Inc.,
Bank Rate Monitor, N. Palm Beach, Fla. 33408 or other industry publications.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on July 20, 1992 and
commenced operations on October 7, 1993. In 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
between Dreyfus and NCM.
The Fund is authorized to issue 150 million shares of Common Stock,
par value $.001 per share. Each share has one vote, has equal voting,
redemption, dividends and liquidation rights, and, when issued in accordance
with the terms of this offering, is fully-paid and non-assessable. Shares are
freely transferable and are redeemable at net asset value, at the option of
the shareholder.
Page 10
Unless otherwise required by the Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Directors or the
appointment of auditors. However, pursuant to the Fund's By-Laws, the holders
of at least 10% of the shares outstanding and entitled to vote may require
the Fund to hold a special meeting of shareholders for the purpose of
removing a Director from office and the holders of at least 25% of such
shares may require the Fund to hold a special meeting of shareholders for any
other purpose. Fund shareholders may remove a Director by the affirmative
vote of a majority of the Fund's outstanding voting shares. In addition, the
Board of Directors will call a meeting of shareholders for the purpose of
electing Directors if, at any time, less than a majority of the Directors
holding office at the time were elected by shareholders.
The Transfer Agent maintains a record of each shareholder's
ownership and will send confirmations and statements of account to each
shareholder.
Owners of policies and contracts issued by Participating Insurance
Companies for which shares of the Fund are an investment vehicle will receive
from the Participating Insurance Companies unaudited semi-annual financial
statements and audited year-end financial statements certified by the Fund's
independent auditors. Each report will show the investments owned by the Fund
and the market values thereof as determined by the Board of Directors and
will provide other information about the Fund and its operations.
Shareholder inquiries may be made by writing to the Fund at 144
Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling 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 11
The Dreyfus
Socially Responsible
Growth Fund, Inc.
Prospectus
Copy Rights 1997 Dreyfus Service Corporation
111p050197
Page 12
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
(STATEMENT OF ADDITIONAL INFORMATION)
PART B
MAY 1, 1997
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, 1997, 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-10
Shareholder Services Plan B-13
Purchase of Shares B-13
Redemption of Shares B-14
Determination of Net Asset Value B-14
Dividends, Distributions and Taxes B-15
Portfolio Transactions B-17
Performance Information B-18
Information About the Fund B-18
Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors B-19
Financial Statements B-20
Report of Independent Auditors B-28
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 "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 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. There is currently no Board member of the Fund who is
deemed to be an "interested person" of the Fund, as defined in the Act.
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,
Cognizant Corporation, a service provider of marketing information and
information technology, The Dun & Bradstreet Corporation, MCI
Communications Corporation, Mutual of America Life Insurance Company
and TLC Beatrice International Holdings, Inc. He is 63 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 69 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. He is also
Chairman of the Board of Directors of Noel Group, Inc., a venture
capital company; and a director of The Muscular Dystrophy Association,
HealthPlan Services Corporation, Belding Heminway Company, Inc., a
manufacturer and marketer of industrial threads and buttons, Curtis
Industries, Inc., a national distributor of security products,
chemicals, and automotive and other hardware, and Staffing Resources,
Inc. For more than five years prior to January 1995, he was President,
a director and, until August 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
24, 1994, the Fund's distributor. From August 1994 until December 31,
1994, he was a director of Mellon Bank Corporation. He is 53 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 56 years old and his address is 420 Fifth
Avenue, New York, New York 10018.
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 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 of one-
half the amount paid to Board members. The aggregate amount of compensation
paid to each current 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, 1996, was as follows:
(3)
(2) Total Compensation
(1) Aggregate From Fund and
Name of Board Compensation From Fund Complex
Member Fund* Paid to Board Member
Clifford L. Alexander $2,500 $ 82,436 (17)
Lucy Wilson Benson $2,500 $ 69,018 (13)
Joseph S. DiMartino $3,125 $517,075 (93)
Peter C. Goldmark $2,500 $ 10,852 (1)
____________________________
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $1,188 for all Board members as a group.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
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., the ultimate parent of which is Boston
Institutional Group, Inc. She is 39 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President,
General Counsel, Secretary and Clerk 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. He is 32 years old.
ELIZABETH A. KEELEY, Vice President and Assistant Secretary. Assistant Vice
President of the Distributor since September 1995 and an officer of
other investment companies advised or administered by Dreyfus. She is
27 years old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Supervisor of
Treasury Services and Administration of Funds Distributor, Inc. and an
officer of other investment companies advised or administered by
Dreyfus. From April 1993 to January 1995, he was a Senior Fund
Accountant for Investors Bank and Trust Company. From December 1991 to
March 1993, he was employed as a Fund Accountant at The Boston Company,
Inc. He is 27 years old.
RICHARD W. INGRAM, Vice President and Assistant Secretary. Senior Vice
President and Director of Client Services and Treasury Operations of
Funds Distributor, Inc. and an officer of other investment companies
advised or administered by Dreyfus. From March 1994 to November 1995,
he was Vice President and Division Manager for First Data Investor
Services Group. From 1989 to 1994, he was Vice President, Assistant
Treasurer and Tax Director - Mutual Funds of The Boston Company, Inc.
He is 40 years old.
MARK A. KARPE, Vice President and Assistant Secretary. Senior Paralegal of
the Distributor and an officer of other investment companies advised or
administered by Dreyfus. Prior to August 1993, he was employed as an
Associate Examiner at the National Association of Securities Dealers,
Inc. He is 27 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President and
Manager of Treasury Services and Administration of Funds Distributor,
Inc. and an officer of other investment companies advised or
administered by Dreyfus. From September 1989 to July 1994, she was an
Assistant Vice President and Client Manager for The Boston Company,
Inc. She is 32 years old.
JOSEPH F. TOWER, III, Vice President and 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 34 years old.
MICHAEL S. PETRUCELLI, Vice President and Assistant Treasurer. Director of
Strategic Client Initiatives for Funds Distributor, Inc. and an officer
of other investment companies advised or administered by Dreyfus. From
December 1989 through November 1996, he was employed with GE
Investments where he held various financial, business development and
compliance positions. He is 35 years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Board members and officers of the Fund, as a group, owned less than 1%
of the Fund's shares of common stock outstanding on April 2, 1997.
The following persons are known by the Fund to own of record 5% or more
of the Fund's outstanding voting securities on April 2, 1997: Nationwide
Life Insurance Company, Variable Account II, P.O. Box 182029, Columbus, Ohio
43218--69.5%; Transamerica Occidental Life Insurance Company Separate
Account VA-2L, P.O. Box 33849, Charlotte, North Carolina 28233--13.3%; and
Nationwide Multi-Flex, C048 C/O IPO, P.O. Box 182029, Columbus, Ohio 43218--
6.5%. A shareholder that owns, directly or indirectly, 25% or more of the
Fund's voting securities may be deemed to be a "control person" (as defined
in the Act) of the Fund.
INVESTMENT ADVISORY AGREEMENTS
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Management of the Fund."
Management Agreement. The Manager provides investment advisory services
pursuant to the Management Agreement (the "Agreement") dated August 2, 1994,
between the Manager and the Fund which is subject to annual approval by (i)
the Board of Directors of the Fund or (ii) vote of a majority (as defined in
the Act) of the outstanding voting securities of the Fund, provided that in
either event the continuance also is approved by a majority of the Board of
Directors who are not "interested persons" (as defined in the Act) of the
Fund or the Manager, by vote cast in person at a meeting called for the
purpose of voting on such approval. The Board of Directors, including a
majority of the Directors who are not "interested persons," last approved
the Agreement at a meeting held on July 18, 1996. Shareholders approved the
Agreement on August 2, 1994. The Agreement is terminable without penalty,
on 60 days' notice, by the Board of Directors of the Fund or by vote of the
holders of a majority of the Fund's shares, or, upon not less than 90 days'
notice, by the Manager. The Agreement will terminate automatically in the
event of its assignment (as defined in the Act).
As compensation for the Manager's services to the Fund, under the
Agreement the Fund has agreed to pay the Manager a fee, computed monthly, at
an annual rate of .75 of 1% of the Fund's average daily net assets. All
fees and expenses are accrued daily and deducted before declaration of
dividends to shareholders. Prior to August 2, 1994, the Manager provided
investment advisory services to the Fund pursuant to an Investment Advisory
Agreement with the Fund 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 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. For
the fiscal year ended December 31, 1996, the investment advisory fee under
the Agreement amounted to $522,795 and was reduced by $19,166 pursuant to an
undertaking by the Manager, resulting in a net fee being paid to the Manager
of $503,629.
The following persons are officers and/or directors of Dreyfus: W.
Keith Smith, Chairman of the Board; Christopher M. Condron, President, Chief
Executive Officer, 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; William T. Sandalls, Jr.,
Senior Vice President and Chief Financial Officer; William F. Glavin, Jr.,
Vice President-Corporate Development; Mark N. Jacobs, Vice President,
General Counsel and Secretary; Patrice M. Kozlowski, Vice President-
Corporate Communications; Mary Beth Leibig, Vice President-Human Resources;
Jeffrey N. Nachman, Vice President-Mutual Fund Accounting; Andrew S. Wasser,
Vice President-Information Systems; Elvira Oslapas, Assistant Secretary; and
Mandell L. Berman, Burton C. Borgelt and Frank V. Cahouet, directors.
Amended and Restated 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 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 Board of Directors, including a majority of
the Directors who are not "interested persons," last approved the Amended
and Restated Sub-Investment Advisory Agreement at a meeting held on July 18,
1996. Shareholders approved the Amended and Restated Sub-Investment
Advisory Agreement on April 18, 1996. 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 January 1, 1994 through August 1, 1994,
was $2,200. 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. For the period from January 1,
1996 to April 21, 1996, Dreyfus paid NCM a sub-advisory fee of $21,325
pursuant to the Former NCM Agreement and for the period from April 22, 1996
to December 31, 1996, Dreyfus paid NCM a sub-advisory fee of $54,267
pursuant to the Amended and Restated Sub-Investment Advisory agreement.
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 Board to execute purchases and sales of securities.
The Fund's Portfolio Managers are Eric W. Steedman (with respect to the
Fund's areas of special concern) Maceo K. Sloan and Stephon 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 Board members' review at the meeting
subsequent to such transactions.
Expenses. 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, or any affiliate 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 the Fund's existence, costs of independent
pricing services, costs attributable to investor services (including,
without limitation, telephone and personnel expenses), cost of shareholders'
reports and meetings, costs 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
fees 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 proportion to the relative fees otherwise payable to
each pursuant to the Management Agreement and the Amended and Restated
Sub-Investment Advisory Agreement, respectively. Such deduction or payment,
if any, will be estimated daily, 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.
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, 1996, $5,531 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 of the Code. Finally, all or a portion of the
gain realized from engaging in "conversion transactions" may be treated as
ordinary income under Section 1258 of the Code. "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 of the Code. 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 fiscal years ended
December 31, 1994, 1995 and 1996, the Fund paid total brokerage commissions
of $54,787, $56,212 and $193,281, respectively, none of which was paid to
the Distributor. For the fiscal years ended December 31, 1994 and 1996,
concessions on principal transactions totaled $1,265 and $5,950,
respectively. 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, 1995 and 1996 were 88.52% and 126.41%, 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 3.236 year periods
ended December 31, 1996 was 21.23% and 19.45%, 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, 1996 was 77.73%. 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. For the fiscal year ended December 31, 1996 the Fund
paid the Transfer Agent $160.00.
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. For the
period May 10, 1996 (effective date of Custody Agreement) through December
31, 1996, the Fund paid the Custodian $9,190.
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>
<CAPTION>
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF INVESTMENTS DECEMBER 31, 1996
Common Stocks-92.6% Shares Value
______ ______
<S> <C> <C> <C>
Consumer Durables-.7% Oakwood Homes.......... 34,600 $ 791,475
______
Consumer Non-Durables-12.2% Clorox........... 23,000 2,308,625
Coca-Cola.............................. 44,800 2,357,600
Colgate-Palmolive...................... 26,600 2,453,850
Gillette.................................... 26,900 2,091,475
Jones Apparel Group.................. (a) 31,200 1,166,100
McCormick & Co......................... 22,600 532,513
NIKE, Cl. B............................ 52,000 3,107,000
______
14,017,163
______
Consumer Services-6.0% BET Holdings, Cl. A... (a) 12,300 353,625
CUC International.................... (a) 70,050 1,663,688
Disney (Walt).......................... 39,900 2,778,037
Regal Cinemas........................ (a) 10,400 319,800
Service Corp. International............ 60,800 1,702,400
______
6,817,550
______
Electronic Technology-13.3% Cisco Systems.... (a) 41,200 2,621,350
Coherent............................. (a) 9,300 392,925
EMC......................................... (a) 42,200 1,397,875
Intel....................................... 19,000 2,487,813
Linear Technology...................... 24,900 1,092,488
Seagate Technology................... (a) 60,000 2,370,000
Sun Microsystems..................... (a) 39,000 1,001,812
3COM (a) 23,900 1,753,662
U.S. Robotics........................ (a) 29,100 2,095,200
______
15,213,125
______
Finance-20.3% AFLAC.......................... 34,900 1,491,975
Allstate............................... 26,700 1,545,263
American International Group........... 18,000 1,948,500
BankAmerica............................ 26,500 2,643,375
Bank of Boston......................... 52,300 3,360,275
Chase Manhattan........................ 13,000 1,160,250
Citicorp............................... 22,900 2,358,700
Federal National Mortgage Association.. 51,400 1,914,650
Green Tree Financial................... 58,300 2,251,837
PNC Bank.................................... 48,300 1,817,287
Summit Bancorp......................... 31,600 1,382,500
SunAmerica............................. 31,000 1,375,625
______
23,250,237
______
Health Technology-10.9% Amgen................ (a) 39,600 2,153,250
Bristol-Myers Squibb................... 20,700 2,251,125
Guidant................................ 21,800 1,242,600
Johnson & Johnson...................... 38,300 1,905,425
Medtronic.............................. 33,100 2,250,800
Merck & Co............................. 34,000 2,694,500
______
12,497,700
______
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1996
Common Stocks (continued) Shares Value
______ ______
Industrial Services-1.4% Schlumberger........ 7,000 $ 699,125
Seitel...................................... (a) 23,300 932,000
______
1,631,125
______
Process Industries-2.9% Avery Dennison....... 37,600 1,330,100
Bemis....................................... 55,000 2,028,125
______
3,358,225
______
Producer Manufacturing-1.9% Dover............ 44,100 2,216,025
______
Retail Trade-6.9% Consolidated Stores........ (a) 50,625 1,626,328
OfficeMax............................ (a) 102,800 1,092,250
Safeway..................................... (a) 45,000 1,923,750
Sears, Roebuck & Co.................... 53,100 2,449,238
Viking Office Products............... (a) 31,600 843,325
______
7,934,891
______
Technology Services-10.6% Arrow Electronics.. (a) 28,500 1,524,750
BMC Software......................... (a) 54,000 2,234,250
Computer Associates International...... 37,300 1,855,675
Microsoft............................ (a) 48,000 3,966,000
Oracle...................................... (a) 60,800 2,538,400
______
12,119,075
______
Transportation-2.0% Comair Holdings.......... 48,900 1,173,600
Federal Express...................... (a) 24,200 1,076,900
______
2,250,500
______
Utilities-3.5% CMS Energy.................... 21,900 736,388
Century Telephone Enterprises.......... 43,400 1,339,975
360 Communications..................... 32,900 760,812
WorldCom............................. (a) 42,600 1,110,262
______
3,947,437
______
TOTAL COMMON STOCKS
(cost $94,601,003)................... $106,044,528
======
Principal
Short-Term Investment-7.9% Amount
______
U.S. Treasury Bill; 4.95%, 3/6/1997
(cost $9,045,634).............................. $ 9,126,000 $ 9,045,509
======
TOTAL INVESTMENTS (cost $103,646,637)....................................... 100.5% $115,090,037
==== ======
LIABILITIES, LESS CASH AND RECEIVABLES...................................... (.5%) $ (520,044)
==== ======
NET ASSETS.................................................................. 100.0% $114,569,993
==== ======
Notes to Statement of Investments:
(a) Non-income producing.
See notes to financial statements.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1996
Cost Value
______ ______
ASSETS: Investments in securities-See Statement of Investments $103,646,637 $115,090,037
Cash....................................... 159,239
Dividends receivable....................... 60,919
Prepaid expenses........................... 24,922
______
115,335,117
______
LIABILITIES: Due to The Dreyfus Corporation and affiliates 78,604
Payable for Common Stock redeemed.......... 608,667
Accrued expenses........................... 77,853
______
765,124
______
NET ASSETS.................................................................. $114,569,993
======
REPRESENTED BY: Paid-in capital............................ $102,861,347
Accumulated undistributed investment income-net42,432
Accumulated net realized gain (loss) on investments 222,814
Accumulated net unrealized appreciation (depreciation)
....................... on investments-Note 4 11,443,400
______
NET ASSETS.................................................................. $114,569,993
======
SHARES OUTSTANDING
(150 MILLION SHARES OF $.001 PAR VALUE COMMON STOCK AUTHORIZED)............. 5,704,191
NET ASSET VALUE, offering and redemption price per share.................... $20.09
===
See notes to financial statements.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1996
INVESTMENT INCOME
INCOME: Cash dividends (net of $3,103 foreign taxes
withheld at source).................... $ 719,847
Interest................................... 240,728
_____
Total Income......................... $ 960,575
EXPENSES: Investment advisory fee-Note 3(a).......... 522,795
Legal fees................................. 40,421
Auditing fees.............................. 31,587
Registration fees.......................... 22,928
Directors' fees and expenses-Note 3(c)..... 13,678
Custodian fees-Note 3(b)................... 13,069
Prospectus and shareholders' reports....... 12,366
Shareholder servicing costs-Note 3(b)...... 9,215
Interest-Note 2............................ 5,962
Miscellaneous.............................. 15,459
_____
Total Expenses....................... 687,480
Less-reduction in investment advisory fee due to
undertaking-Note 3(a).................. (19,166)
_____
Net Expenses......................... 668,314
_____-
INVESTMENT INCOME-NET....................................................... 292,261
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS-Note 4:
Net realized gain (loss) on investments.... $4,325,349
Net unrealized appreciation (depreciation) on investments 7,720,782
_____
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS...................... 12,046,131
_____-
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $12,338,392
======
See notes to financial statements.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
December 31, 1996 December 31, 1995
________- ________-
OPERATIONS:
Investment income-net.......................................... $ 292,261 $ 129,313
Net realized gain (loss) on investments........................ 4,325,349 1,186,985
Net unrealized appreciation (depreciation) on investments...... 7,720,782 3,840,201
______ ______
Net Increase (Decrease) in Net Assets Resulting
from Operations............................................ 12,338,392 5,156,499
______ ______
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net.......................................... (251,529) (140,970)
Net realized gain on investments............................... (4,505,355) (722,469)
______ ______
Total Dividends.............................................. (4,756,884) (863,439)
______ ______
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold.................................. 136,594,495 19,961,838
Dividends reinvested........................................... 4,756,884 863,439
Cost of shares redeemed........................................ (66,020,126) (3,867,386)
______ ______
Increase (Decrease) in Net Assets from Capital Stock Transactions 75,331,253 16,957,891
______ ______
Total Increase (Decrease) in Net Assets.................... 82,912,761 21,250,951
NET ASSETS:
Beginning of Period............................................ 31,657,232 10,406,281
______ ______
End of Period.................................................. $114,569,993 $ 31,657,232
====== ======
UNDISTRIBUTED INVESTMENT INCOME-NET.............................. $ 42,432 $ 1,700
______ ______
Shares Shares
______ ______
CAPITAL SHARE TRANSACTIONS:
Shares sold.................................................... 7,039,912 1,237,706
Shares issued for dividends reinvested......................... 233,664 50,113
Shares redeemed................................................ (3,398,612) (245,303)
______ ______
Net Increase (Decrease) in Shares Outstanding................ 3,874,964 1,042,516
====== ======
See notes to financial statements.
</TABLE>
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
FINANCIAL HIGHLIGHTS
Reference is made to page 3 of the Fund's Prospectus dated May 1, 1997.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
The Dreyfus Socially Responsible Growth Fund, Inc. (the "Fund") is
registered under the Investment Company Act of 1940 ("Act") as a diversified
open-end management investment company. The Fund's investment objective is to
provide capital growth through equity investments in companies that 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. The Fund is intended to be a funding vehicle for
variable annuity contracts and variable life insurance policies to be offered
by the separate accounts of life insurance companies. The Dreyfus Corporation
("Dreyfus") serves as the Fund's investment adviser. Dreyfus is a direct subsi
diary of Mellon Bank, N.A. ("Mellon"). NCM Capital Management Group, Inc.
("NCM") serves as the Fund's sub-investment adviser. Premier Mutual Fund
Services, Inc. acts as the distributor of the Fund's shares, which are sold
without a sales charge.
The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which may require the use of management
estimates and assumptions. Actual results could differ from those estimates.
(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. 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.
(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-BANK LINE OF CREDIT:
The Fund participates with other Dreyfus-managed funds in a $100 million
unsecured line of credit primarily to be utilized for temporary or emergency
purposes, including the financing of redemptions. Interest is charged to the
Fund at rates which are related to the Federal Funds rate in effect at the
time of borrowings. At December 31, 1996, there were no outstanding
borrowings.
The average daily amount of borrowings outstanding during the period
ended December 31, 1996 was approximately $99,000, with related a weighted
average annualized interest rate of 5.99%. The maximum amount borrowed at any
time during the period ended December 31, 1996 was $3,800,000.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3-INVESTMENT ADVISORY FEE, SUB-INVESTMENT ADVISORY FEE AND OTHER TRANSACT
IONS WITH AFFILIATES:
(A) Pursuant to an Investment Advisory Agreement ("Agreement") with
Dreyfus, the investment advisory fee is computed at the annual rate of .75 of
1% of the value of the Fund's average daily net assets and is payable
monthly. Dreyfus has undertaken from January 1, 1996 through December 31,
1996 to reduce the investment advisory fee paid by the Fund, to the extent
that the Fund's aggregate expenses (exclusive of taxes, brokerage, interest
on borrowings and extraordinary expenses) exceed an annual rate of 1% of the
value of the Fund's average daily net assets. The reduction in investment
advisory fee, pursuant to the undertaking, amounted to $19,166 during the
period ended December 31, 1996.
Pursuant to a Sub-Investment Advisory Agreement with NCM, the
sub-investment advisory fees are payable monthly by Dreyfus, and are based
upon the value of the Fund's average daily net assets, computed at the
following annual rates:
<TABLE>
<CAPTION>
Average Net Assets
_________
<S> <C>
0 to $32 million................................................................... .10 of 1%
In excess of $32 million to $150 million........................................... .15 of 1%
In excess of $150 million to $300 million.......................................... .20 of 1%
In excess of $300 million.......................................................... .25 of 1%
</TABLE>
Prior to April 22, 1996, the sub-investment advisory fee was computed at an
annual rate of .10 of 1% on the first $500
million and .20 of 1% on the excess over $500 million of the value of the
Fund's average daily net assets and was payable by Dreyfus.
(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 period ended December 31,
1996, the Fund was charged an aggregate of $5,531 pursuant to the Shareholder
Services Plan.
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 $160 during the period ended December 31, 1996.
Effective May 10, 1996, the Fund entered into a custody agreement with
Mellon to provide custodial services for the Fund. During the period ended
December 31, 1996, $9,190 was paid to Mellon pursuant to the custody
agreement.
(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 4-SECURITIES TRANSACTIONS:
The aggregate amount of purchases and sales of investment securities,
excluding short-term securities, during the period ended December 31, 1996,
amounted to $146,562,928 and $82,272,518, respectively.
At December 31, 1996, accumulated net unrealized appreciation on
investments was 11,443,400, consisting of $12,269,295 gross unrealized
appreciation and $825,895 gross unrealized depreciation.
At December 31, 1996, 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, 1996, 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 verification by
examination of securities held by the custodian as of December 31, 1996 and
confirmation of securities not held by the custodian by correspondence with
others. 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, 1996, 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 & YOUNG LLP signature logo]
New York, New York
January 29, 1997
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, 1995
and 1996.
Included in Part B of the Registration Statement:
Statement of Investments-- December 31, 1996.
Statement of Assets and Liabilities-- December 31, 1996.
Statement of Operations--For the year ended December 31,
1996.
Statement of Changes in Net Assets--For the years ended
December 31, 1995 and 1996.
Notes to Financial Statements.
Report of Ernst & Young LLP, Independent Auditors, dated
January 29, 1997.
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 Form N-1A, filed on March 1, 1995.
(5)(b) Amended and Restated Sub-Investment Advisory Agreement
is incorporated by reference to Exhibit (5)(b) of Post-Effective
Amendment No. 3 to the Registration Statement on Form N-1A, filed
on April 25, 1996.
(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.
(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.
(17) Financial Data Schedule
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 2, 1997
______________ _______________________________
Common Stock
(Par value $.001) 17
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)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.
BURTON C. BORGELT Chairman Emeritus of the Board and
Director Past Chairman, Chief Executive Officer and
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
Director:
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880
Mellon Bank Corporation***;
Mellon Bank, N.A.***
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
W. KEITH SMITH Chairman and Chief Executive Officer:
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***;
Executive Officer, The Boston Company****;
Chief Operating Deputy Director:
Officer and a Mellon Trust***;
Director 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:
Dreyfus America Fund+++;
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
World Balanced Fund++++;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****
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*;
Dreyfus America Fund+++;
World Balanced Fund++++;
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.
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*
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
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
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services
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 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 69, Route 'd'Esch,
L-1470 Luxembourg.
++++ The address of the business so indicated is 69, Route 'd'Esch,
L-2953 Luxembourg.
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 Funds, 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 Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Income Funds
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Short Term Treasury Fund
30) Dreyfus Insured Municipal Bond Fund, Inc.
31) Dreyfus Intermediate Municipal Bond Fund, Inc.
32) Dreyfus International Funds, Inc.
33) Dreyfus Investment Grade Bond Funds, Inc.
34) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Funds Trust
36) The Dreyfus/Laurel Tax-Free Municipal Funds
37) Dreyfus LifeTime Portfolios, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus MidCap Index Fund
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus 100% U.S. Treasury Intermediate Term Fund
57) Dreyfus 100% U.S. Treasury Long Term Fund
58) Dreyfus 100% U.S. Treasury Money Market Fund
59) Dreyfus 100% U.S. Treasury Short Term Fund
60) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
61) Dreyfus Pennsylvania Municipal Money Market Fund
62) Dreyfus S&P 500 Index Fund
63) Dreyfus Short-Intermediate Government Fund
64) Dreyfus Short-Intermediate Municipal Bond Fund
65) The Dreyfus Socially Responsible Growth Fund, Inc.
66) Dreyfus Stock Index Fund, Inc.
67) Dreyfus Tax Exempt Cash Management
68) The Dreyfus Third Century Fund, Inc.
69) Dreyfus Treasury Cash Management
70) Dreyfus Treasury Prime Cash Management
71) Dreyfus Variable Investment Fund
72) Dreyfus Worldwide Dollar Money Market Fund, Inc.
73) General California Municipal Bond Fund, Inc.
74) General California Municipal Money Market Fund
75) General Government Securities Money Market Fund, Inc.
76) General Money Market Fund, Inc.
77) General Municipal Bond Fund, Inc.
78) General Municipal Money Market Fund, Inc.
79) General New York Municipal Bond Fund, Inc.
80) General New York Municipal Money Market Fund
81) Premier Insured Municipal Bond Fund
82) Premier California Municipal Bond Fund
83) Premier Equity Funds, Inc.
84) Premier Global Investing, Inc.
85) Premier GNMA Fund
86) Premier Growth Fund, Inc.
87) Premier Municipal Bond Fund
88) Premier New York Municipal Bond Fund
89) Premier State Municipal Bond Fund
90) Premier Strategic Growth Fund
91) Premier Value 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 Vice President
and Chief Financial Officer and Assistant
Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Roy M. Moura+ First Vice President None
Dale F. Lampe+ Vice President None
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Elizabeth A. Keeley++ Assistant Vice President Vice President
and Assistant
Secretary
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. The Bank of New York
90 Washington Street
New York, New York 10286
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 Board member or Board members when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares 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 certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and 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 22nd day of April, 1997.
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 4/22/97
______________________________ (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/Clifford L. Alexander, Jr.* Director 4/22/97
_____________________________
Clifford L. Alexander, Jr.
/s/Lucy Wilson Benson* Director 4/22/97
______________________________
Lucy Wilson Benson
/s/Joseph S. DiMartino* Chairman of the Board of Directors 4/22/97
_____________________________
Joseph S. DiMartino
/s/Peter C. Goldmark, Jr.* Director 4/22/97
_____________________________
Peter C. Goldmark, Jr.
*BY: /s/Elizabeth Keeley
__________________________
Elizabeth Keeley,
Attorney-in-Fact
CUSTODY AGREEMENT
AGREEMENT dated as of May 10, 1995, between The Dreyfus Socially
Responsible Growth Fund, Inc., a corporation organized under the laws of the
State of Maryland (the "Fund"), having its principal office and place of
business at 200 Park Avenue , New York, New York 10166, and Mellon Bank, N.A.,
(the "Custodian"), a national banking association with its principal place of
business at One Mellon Bank Center, Pittsburgh, PA 15258.
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the Fund and the Custodian agree as follows:
1. Definitions.
Whenever used in this Agreement or in any Schedules to this Agreement,
the following words and phrases, unless the context otherwise requires, shall
have the following meanings:
(a) "Affiliated Person" shall have the meaning of the term within
Section 2(a)3 of the 1940 Act.
(b) "Authorized Person" shall mean those persons duly authorized by
the Board of Directors of the Fund to give Oral Instructions and Written
Instructions on behalf of the Fund and listed in the certification
annexed hereto as Appendix A o r such other certification as may be
received by the Custodian from time to time.
(c) "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency Securities, its
successor or successors and its nominee or nominees, in which the
Custodian is hereby specifically auth orized and instructed on a
continuous and on-going basis to deposit all Securities eligible for
deposit therein, and to utilize the Book-Entry System to the extent
possible in connection with its performance hereunder.
(d) "Business Day" shall mean each day on which the Fund is required
to determine its net asset value, and any other day on which the
Securities and Exchange Commission may require the Fund to be open for
business.
(e) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this Agreement to be
given to the Custodian, which is actually received by the Custodian and
signed on behalf of the Fund by an y two Authorized Persons or any two
officers thereof.
(f) "Articles of Incorporation" shall mean the Articles of
Incorporation of the Fund dated July 30, 1992 as the same may be amended
from time to time.
(g) "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission
under Section 17(a) of the Securities Exchange Act of 1934, as amended,
its successor or su ccessors and its nominee or nominees, in which the
Custodian is hereby specifically authorized and instructed on a
continuous and on-going basis to deposit all Securities eligible for
deposit therein, and to utilize the Book-Entry System to the exten t
possible in connection with its performance hereunder. The term
"Depository" shall further mean and include any other person to be named
in a Certificate authorized to act as a depository under the 1940 Act,
its successor or successors and its nom inee or nominees.
(h) "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and
principal by the government of the United States or agencies or
instrumentalities thereof ("U.S. governme nt securities"), commercial
paper, bank certificates of deposit, bankers' acceptances and short-term
corporate obligations, where the purchase or sale of such securities
normally requires settlement in federal funds on the same day as such
purchase or sale, and repurchase and reverse repurchase agreements with
respect to any of the foregoing types of securities and bank time
deposits.
(i) "Oral Instructions" shall mean verbal instructions actually
received by the Custodian from a person reasonably believed by the
Custodian to be an Authorized Person.
(j) "Prospectus" shall mean the Fund's current prospectus and
statement of additional information relating to the registration of the
Fund's Shares under the Securities Act of 1933, as amended.
(k) "Shares" shall mean all or any part of each class of Common
Stock of the Fund listed in the Certificate annexed hereto as Appendix
B, as it may be amended from time to time, which from time to time are
authorized and/or issued by the Fund.
(l) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities, commodities interests and investments from time to time
owned by the Fund.
(m) "Transfer Agent" shall mean the person which performs the
transfer agent, dividend disbursing agent and shareholder servicing
agent functions for the Fund.
(n) "Written Instructions" shall mean a written communication
actually received by the Custodian from a person reasonably believed by
the Custodian to be an Authorized Person by any system, including,
without limitation, electronic transm issions, facsimile and telex,
whereby the receiver of such communication is able to verify by codes or
otherwise with a reasonable degree of certainty the authenticity of the
sender of such communication.
(o) The "1940 Act" refers to the Investment Company Act of 1940, and
the Rules and Regulations thereunder, all as amended from time to time.
2. Appointment of Custodian.
(a) The Fund hereby constitutes and appoints the Custodian as
custodian of all the Securities and monies at the time owned by or in
the possession of the Fund during the period of this Agreement.
(b) The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.
3. Compensation.
(a) The Fund will compensate the Custodian for its services rendered
under this Agreement in accordance with the fees set forth in the Fee
Schedule annexed hereto as Schedule A and incorporated herein. Such Fee
Schedule does not include out-of-pocket disbursements of the Custodian
for which the Custodian shall be entitled to bill separately. Out-of-
pocket disbursements shall consist of the items specified in the
Schedule of Out-of-pocket charges annexed hereto as Schedule B and
incorporated herein, which schedule may be modified by the Custodian
upon not less than thirty days prior written notice to the Fund.
(b) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to Schedule A of this Agreement a revised Fee
Schedule, dated and signed by an Authorized Officer or authorized
representative of each party hereto.
(c) The Custodian will bill the Fund as soon as practicable after
the end of each calendar month, and said billings will be detailed in
accordance with Schedule A, as amended from time to time. The Fund will
promptly pay to the Custodian the amount of such billing. The Custodian
may charge against any monies held on behalf of the Fund pursuant to
this Agreement such compensation and disbursements incurred by the
Custodian in the performance of its duties pursuant to this Agreement.
The Custodian shall also be entitled to charge against any money held on
behalf of the Fund pursuant to this Agreement the amount of any loss,
damage, liability or expense incurred with respect to the Fund,
including counsel fees, for which it shall be entitled to reimbursement
under the provisions of this Agreement.
4. Custody of Cash and Securities.
(a) Receipt and Holding of Assets.
The Fund will deliver or cause to be delivered to the Custodian or its
permitted Sub-Custodians all Securities and monies owned by it at any
time during the period of this Agreement. The Custodian will not be
responsible for such Securities and monies until actually received by
it. The Fund shall instruct the Custodian from time to time in its sole
discretion, by means of Written Instructions, or, in connection with the
purchase or sale of Money Market Securities, by means of Oral
Instructions confirmed in writing in accordance with Section 11(h)
hereof or Written Instructions, as to the manner in which and in what
amounts Securities and monies are to be deposited on behalf of the Fund
in the Book-Entry System or the Depository. Securities and monies of
the Fund deposited in the Book-Entry System or the Depository will be
represented in accounts which include only assets held by the Custodian
for customers, including but not limited to accounts for which the
Custodian acts i n a fiduciary or representative capacity.
(b) Accounts and Disbursements. The Custodian shall establish and
maintain a separate account for the Fund and shall credit to the
separate account all monies received by it for the account of such Fund
and shall disburse the same only:
1. In payment for Securities purchased for the Fund, as
provided in Section 5 hereof;
2. In payment of dividends or distributions with respect to
the Shares, as provided in Section 7 hereof;
3. In payment of original issue or other taxes with respect
to the Shares, as provided in Section 8 hereof;
4. In payment for Shares which have been redeemed by the
Fund, as provided in Section 8 hereof;
5. Pursuant to a Certificate setting forth the name and
address of the person to whom the payment is to be made, the
amount to be paid and the purpose for which payment is to be
made, provided that in the event of disbursements p ursuant to
this Sub-section 4(b)(5), the Fund shall indemnify and hold the
Custodian harmless from any claims or losses arising out of such
disbursements in reliance on such Certificate; or
6. In payment of fees and in reimbursement of the expenses
and liabilities of the Custodian attributable to the Fund, as
provided in Sections 3 and 11(i).
(c) Confirmation and Statements. Promptly after the close of
business on each day, the Custodian shall furnish the Fund with
confirmations and a summary of all transfers to or from the account of
the Fund during said day. Where securiti es purchased by the Fund are
in a fungible bulk of securities registered in the name of the Custodian
(or its nominee) or shown on the Custodian's account on the books of the
Depository or the Book-Entry System, the Custodian shall by book entry
or otherwise identify the quantity of those securities belonging to the
Fund. At least monthly, the Custodian shall furnish the Fund with a
detailed statement of the Securities and monies held for the Fund under
this Agreement.
(d) Registration of Securities and Physical Separation. All
Securities held for the Fund which are issued or issuable only in bearer
form, except such Securities as are held in the Book-Entry System, shall
be held by the Custodian in tha t form; all other Securities held for
the Fund may be registered in the name of the Fund, in the name of the
Custodian, in the name of any duly appointed registered nominee of the
Custodian as the Custodian may from time to time determine, or in the
name of the Book-Entry System or the Depository or their successor or
successors, or their nominee or nominees. The Fund reserves the right
to instruct the Custodian as to the method of registration and
safekeeping of the Securities. The Fund agree s to furnish to the
Custodian appropriate instruments to enable the Custodian to hold or
deliver in proper form for transfer, or to register in the name of its
registered nominee or in the name of the Book-Entry System or the
Depository, any Securiti es which it may hold for the account of the
Fund and which may from time to time be registered in the name of the
Fund. The Custodian shall hold all such Securities specifically
allocated to the Fund which are not held in the Book-Entry System or the
Depository in a separate account for the Fund in the name of the Fund
physically segregated at all times from those of any other person or
persons.
(e) Segregated Accounts. Upon receipt of a Certificate the
Custodian will establish segregated accounts on behalf of the Fund to
hold liquid or other assets as it shall be directed by a Certificate and
shall increase or decrease the asse ts in such segregated accounts only
as it shall be directed by subsequent Certificate.
(f) Collection of Income and Other Matters Affecting Securities.
Unless otherwise instructed to the contrary by a Certificate, the
Custodian by itself, or through the use of the Book-Entry System or the
Depository with respect to Securit ies therein deposited, shall with
respect to all Securities held for the Fund in accordance with this
Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount payable upon
all Securities which may mature or be called, redeemed, retired
or otherwise become payable. Notwithstanding the foregoing, the
Custodian only shall have such responsibi lity to the Fund for
Securities which are called if either (i) the Custodian received
a written notice of such call; or (ii) notice of such call
appears in one or more of the publications listed in Appendix C
annexed hereto, which may be amended at a ny time by the
Custodian upon five (5) Business Days prior notification to the
Fund;
3. Surrender Securities in temporary form for definitive
Securities;
4. Execute any necessary declarations or certificates of
ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter in
effect; and
5. Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the
account of the Fund all rights and similar Securities issued
with respect to any Securities held by the Cu stodian hereunder
for the Fund.
(g) Delivery of Securities and Evidence of Authority. Upon receipt
of a Certificate, the Custodian, directly or through the use of the
Book-Entry System or the Depository, shall:
1. Execute and deliver or cause to be executed and
delivered to such persons as may be designated in such
Certificate, proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as owner of any
Securities may be exercised;
2. Deliver or cause to be delivered any Securities held for
the Fund in exchange for other Securities or cash issued or paid
in connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalizati on of any corporation,
or the exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities held for
the Fund to any protective committee, reorganization committee
or other person in connection with the reorganization,
refinancing, merger, consolidation or recapitalizat ion or sale
of assets of any corporation, and receive and hold under the
terms of this Agreement in the separate account for the Fund
such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such
delivery;
4. Make or cause to be made such transfers or exchanges of
the assets specifically allocated to the separate account of the
Fund and take such other steps as shall be stated in a
Certificate to be for the purpose of effectuating any duly
authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund;
5. Deliver Securities upon the receipt of payment in
connection with any repurchase agreement related to such
Securities entered into by the Fund;
6. Deliver Securities owned by the Fund to the issuer
thereof or its agent when such Securities are called or
otherwise become payable. Notwithstanding the foregoing, the
Custodian shall have no responsibility for monitoring or
ascertaining any call, redemption or retirement dates with
respect to put bonds which are owned by the Fund and held by the
Custodian or its nominees. Nor shall the Custodian have any
responsibility or liability to the Fund for any loss by the Fund
for any missed payments or other defaults resulting therefrom;
unless the Custodian received timely notification from the Fund
specifying the time, place and manner for the presentment of any
such put bond owned by the Fund and held by the Custodian or its
nominee. The Custodian shall not be responsible and assumes no
liability to the Fund for the accuracy or completeness of any
notification the Custodian may furnish to the Fund with respect
to put bonds
7. Deliver Securities for delivery in connection with any
loans of Securities made by the Fund but only against receipt of
adequate collateral as agreed upon from time to time by the
Custodian and the Fund which may be in the for m of cash or U.S.
government securities or a letter of credit;
8. Deliver Securities for delivery as security in
connection with any borrowings by the Fund requiring a
pledge of Fund assets, but only against receipt of
amounts borrowed;
9. Deliver Securities upon receipt of a Certificate from
the Fund for delivery to the Transfer Agent or to the holders of
Shares in connection with distributions in kind, as may be
described from time to time in the Fund's Prospe ctus, in
satisfaction of requests by holders of Shares for repurchase or
redemption;
10. Deliver Securities as collateral in connection with
short sales by the Fund of common stock for which the Fund owns
the stock or owns preferred stocks or debt securities
convertible or exchangeable, without payment or further
consideration, into shares of the common stock sold short;
11. Deliver Securities for any purpose expressly permitted
by and in accordance with procedures described in the
Fund's Prospectus; and
12. Deliver Securities for any other proper business
purpose, but only upon receipt of, in addition to Written
Instructions, a certified copy of a resolution of the Board of
Directors signed by an Authorized Person and certified b y the
Secretary of the Fund, specifying the Securities to be
delivered, setting forth the purpose for which such delivery is
to be made, declaring such purpose to be a proper business
purpose, and naming the person or persons to whom delivery of
such Securities shall be made.
(h) Endorsement and Collection of Checks, Etc. The Custodian is
hereby authorized to endorse and collect all checks, drafts or other
orders for the payment of money received by the Custodian for the
account of the Fund.
5. Purchase and Sale of Investments of the Fund.
(a) Promptly after each purchase of Securities for the Fund, the
Fund shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, a Certificate; and
(ii) with respect to each purch ase of Money Market Securities, either a
Written Instruction or Oral Instruction, in either case specifying with
respect to each purchase: (1) the name of the issuer and the title of
the Securities; (2) the number of shares or the principal amount
purchased and accrued interest, if any; (3) the date of purchase and
settlement; (4) the purchase price per unit; (5) the total amount
payable upon such purchase; (6) the name of the person from whom or the
broker through whom the purchase was made, if any; and (7) whether or
not such purchase is to be settled through the Book-Entry System or the
Depository. The Custodian shall receive the Securities purchased by or
for the Fund and upon receipt of Securities shall pay out of the monies
held for the account of the Fund the total amount payable upon such
purchase, provided that the same conforms to the total amount payable as
set forth in such Certificate, Written or Oral Instruction.
(b) Promptly after each sale of Securities of the Fund, the Fund
shall deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate, and
(ii) with respect to each sale of Money Market Securities, either
Written Instruction or Oral Instructions, in either case specifying with
respect to such sale: (1) the name of the issuer and the title of the
Securities; (2) the number of shares or principal amount sold, and
accrued interest, if any; (3) the date of sale; (4) the sale price per
unit; (5) the total amount payable to the Fund upon such sale; (6) the
name of the broker through whom or the person to whom the sale was made;
and (7) whether or not such sale is to be settle d through the Book-
Entry System or the Depository. The Custodian shall deliver or cause to
be delivered the Securities to the broker or other person designated by
the Fund upon receipt of the total amount payable to the Fund upon such
sale, provided that the same conforms to the total amount payable to the
Fund as set forth in such Certificate, Written or Oral Instruction.
Subject to the foregoing, the Custodian may accept payment in such form
as shall be satisfactory to it, and may deliver Se curities and arrange
for payment in accordance with the customs prevailing among dealers in
Securities.
6. Lending of Securities.
If the Fund is permitted by the terms of the Articles of
Incorporation and as disclosed in its Prospectus to lend securities,
within 24 hours after each loan of Securities, the Fund shall deliver to
the Custodian a Certificate specify ing with respect to each such loan:
(a) the name of the issuer and the title of the Securities; (b) the
number of shares or the principal amount loaned; (c) the date of loan
and delivery; (d) the total amount to be delivered to the Custodian, and
specifically allocated against the loan of the Securities, including the
amount of cash collateral and the premium, if any, separately
identified; and (e) the name of the broker, dealer or financial
institution to which the loan was made.
Promptly after each termination of a loan of Securities, the
Fund shall deliver to the Custodian a Certificate specifying with
respect to each such loan termination and return of Securities: (a) the
name of the issuer and the title o f the Securities to be returned; (b)
the number of shares or the principal amount to be returned; (c) the
date of termination; (d) the total amount to be delivered by the
Custodian (including the cash collateral for such Securities minus any
offsetting credits as described in said Certificate); and (e) the name
of the broker, dealer or financial institution from which the Securities
will be returned. The Custodian shall receive all Securities returned
from the broker, dealer or financial instit ution to which such
Securities were loaned and upon receipt thereof shall pay the total
amount payable upon such return of Securities as set forth in the
Certificate. Securities returned to the Custodian shall be held as they
were prior to such loan .
7. Payment of Dividends or Distributions.
(a) The Fund shall furnish to the Custodian a Certificate specifying
the date of payment of any dividend or distribution, and the total
amount payable to the Transfer Agent on the payment date.
(b) Upon the payment date specified in such Certificate, the
Custodian shall pay out the total amount payable to the Transfer Agent
of the Fund.
8. Sale and Redemption of Shares of the Fund.
(a) Whenever the Fund shall sell any Shares, or whenever any shares
are redeemed, the Fund shall deliver or cause to be delivered to the
Custodian a Written Instruction from the Transfer Agent duly specifying:
1. The net amount of money to be received by the Custodian,
where the sale of such Shares exceeds redemption; and
2. The net amount of money to be paid for such Shares,
where redemptions exceed purchases.
The Custodian understands and agrees that Written Instructions
may be furnished subsequent to the purchase of Shares and that the
information contained therein will be derived from the sales of Shares
as reported to the Fund by the Tr ansfer Agent.
(b) Upon receipt of money from the Transfer Agent, the Custodian
shall credit such money to the separate account of the Fund.
(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section 8, the Custodian shall pay all original issue
or other taxes required to be paid in connection with such issuance upon
the receipt of a Written In struction specifying the amount to be paid.
(d) Upon receipt from the Transfer Agent of Written Instructions
setting forth the net amount of money to be paid for Shares received by
the Transfer Agent for redemption, the Custodian shall make payment to
the Transfer Agent of such net amount.
9. Indebtedness.
(a) The Fund will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Fund borrows money for
investment or for temporary administrative or emergency purposes using
Securities as collateral for such borrowings, a notice or undertaking in
the form currently employed by any such bank setting forth the amount
which such bank will loan to the Fund against delivery of a stated
amount of collateral. The Fund shall promptly deliver to the Custodian
a Certificate stating with respect to each such borrowing: (1) the name
of the bank; (2) the amount and terms of the borrowing, which may be set
forth by incorporating by reference an attached promissory note, duly
endorsed by the Fund, or other loan agreement; (3) the time and date, if
known, on which the loan is to be entered into (the "borrowing date");
(4) the date on which the loan becomes due and payable; (5) the total
amount payable to the Fund on the borrowing date; (6) the market value
of Securities to be delivered as collateral for such loan, including the
name of the issuer, the title and the number of shares or the principal
amount of any particular Securities; and (7) a statement that such loan
is in conformance with the 1940 Ac t and the Fund's Prospectus.
(b) Upon receipt of the Certificate referred to in subparagraph (a)
above, the Custodian shall deliver on the borrowing date the
specified collateral and the executed promissory note, if any, against
delivery by the lending bank of the to tal amount of the loan payable,
provided that the same conforms to the total amount payable as set forth
in the Certificate. The Custodian may, at the option of the lending
bank, keep such collateral in its possession, but such collateral shall
be subject to all rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver as
additional collateral in the manner directed by the Fund from time to
time such Securities as may be specified in the Certificate to
collateralize further any transaction described in this Section 9. The
Fund shall cause all Securities released from collateral status to be
returned directly to the Custodian, and the Custodian shall receive from
time to time such return of collateral as may be tendered to it. In the
event that the Fund fails to specify in the Certificate all of the
information required by this Section 9, the Custodian shall not be under
any obligation to deliver any Securities. Collateral returned to the
Custodian shall be held hereunder as it was prior to being used as
collateral.
10. Persons Having Access to Assets of the Fund.
(a) No trustee or agent of the Fund, and no officer,
director, employee or agent of the Fund's investment adviser, of any
sub-investment adviser of the Fund, or of the Fund's administrator,
shall have physical access to the assets of the Fund held by the
Custodian or be authorized or permitted to withdraw any investments of
the Fund, nor shall the Custodian deliver any assets of the Fund to any
such person. No officer, director, employee or agent of the Custodian
who holds any simil ar position with the Fund's investment adviser, with
any sub-investment adviser of the Fund or with the Fund's administrator
shall have access to the assets of the Fund.
(b) Nothing in this Section 10 shall prohibit any duly authorized
officer, employee or agent of the Fund, or any duly authorized officer,
director, employee or agent of the investment adviser, of any sub-
investment adviser of the Fund or of the Fund's administrator, from
giving Oral Instructions or Written Instructions to the Custodian or
executing a Certificate so long as it does not result in delivery of or
access to assets of the Fund prohibited by paragraph (a) of this Section
10 .
11. Concerning the Custodian.
(a) Standard of Conduct. Notwithstanding any other provision of
this Agreement, neither the Custodian nor its nominee shall be liable
for any loss or damage, including counsel fees, resulting from its
action or omission to act or otherwi se, except for any such loss or
damage arising out of the negligence, misfeasance or willful misconduct
of the Custodian or any of its employees, Sub-Custodians or agents. The
Custodian may, with respect to questions of law, apply for and obtain
the advice and opinion of counsel to the Fund or of its own counsel, at
the expense of the Fund, and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with such
advice or opinion. The Custodian shall no t be liable to the Fund for
any loss or damage resulting from the use of the Book-Entry System or
the Depository, except to the extent such loss or damage arises by
reason of any negligence, misfeasance or willful misconduct on the part
of the Custod ian or any of its employees or agents.
(b) Limit of Duties. Without limiting the generality of the
foregoing, the Custodian shall be under no duty or obligation to
inquire into, and shall not be liable for:
1. The validity of the issue of any Securities purchased by
the Fund, the legality of the purchase thereof, or the propriety
of the amount paid therefor;
2. The legality of the sale of any Securities by the Fund
or the propriety of the amount for which the same are sold;
3. The legality of the issue or sale of any Shares, or
sufficiency of the amount to be received therefor;
4. The legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;
5. The legality of the declaration or payment of any
distribution of the Fund;
6. The legality of any borrowing for temporary or emergency
administrative purposes.
(c) No Liability Until Receipt. The Custodian shall not be liable
for, or considered to be the Custodian of, any money, whether or not
represented by any check, draft, or other instrument for the payment of
money, received by it on behal f of the Fund until the Custodian
actually receives and collects such money directly or by the final
crediting of the account representing the Fund's interest in the Book-
Entry System or the Depository.
(d) Amounts Due from Transfer Agent. The Custodian shall not be
under any duty or obligation to take action to effect collection of any
amount due to the Fund from the Transfer Agent nor to take any action to
effect payment or distributi on by the Transfer Agent of any amount paid
by the Custodian to the Transfer Agent in accordance with this
Agreement.
(e) Collection Where Payment Refused. The Custodian shall not be
under any duty or obligation to take action to effect collection of any
amount, if the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or presentation,
unless and until (a) it shall be directed to take such action by a
Certificate and (b) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such
action.
(f) Appointment of Agents and Sub-Custodians. The Custodian may
appoint one or more banking institutions, including but not limited to
banking institutions located in foreign countries, to act as Depository
or Depositories or as Sub-Cust odian or as Sub-Custodians of Securities
and monies at any time owned by the Fund. The Custodian shall use
reasonable care in selecting a Depository and/or Sub-Custodian located
in a country other than the United States ("Foreign Sub-Custodian"), wh
ich selection shall be in accordance with the requirements of Rule 17f-5
under the 1940 Act, and shall oversee the maintenance of any Securities
or monies of the Fund by any Foreign Sub-Custodian. In addition, the
Custodian shall hold the Fund harml ess from, and indemnify the Fund
against, any loss, action, claim, demand, expense and proceeding,
including counsel fees, that occurs as a result of the failure of any
Foreign Sub-Custodian or Depository to exercise reasonable care with
respect to t he safekeeping of Securities and monies of the Fund.
Notwithstanding the generality of the foregoing, however, the Custodian
shall not be liable for any losses resulting from the general risk of
investing or holding Securities and monies in a partic ular country,
including, but not limited to, losses resulting from nationalization,
expropriation, devaluation, revaluation, confiscation, seizure,
cancellation, destruction or similar action by any governmental
authority, de facto or de jure; or ena ctment, promulgation, imposition
or enforcement by any such governmental authority of currency
restrictions, exchange controls, taxes, levies or other charges
affecting the Fund's property; or acts of war, terrorism, insurrection
or revolution; or an y other similar act or event beyond the Custodian's
control.
(g) No Duty to Ascertain Authority. The Custodian shall not be
under any duty or obligation to ascertain whether any Securities at any
time delivered to or held by it for the Fund are such as may properly be
held by the Fund under the pr ovisions of the Articles of Incorporation
and the Prospectus.
(h) Reliance on Certificates and Instructions. The Custodian shall
be entitled to rely upon any Certificate, notice or other instrument in
writing received by the Custodian and reasonably believed by the
Custodian to be genuine and to be signed by an officer or Authorized
Person of the Fund. The Custodian shall be entitled to rely upon any
Written Instructions or Oral Instructions actually received by the
Custodian pursuant to the applicable Sections of this Agreement and
reasonabl y believed by the Custodian to be genuine and to be given by
an Authorized Person. The Fund agrees to forward to the Custodian
Written Instructions from an Authorized Person confirming such Oral
Instructions in such manner so that such Written Instr uctions are
received by the Custodian, whether by hand delivery, telex or otherwise,
by the close of business on the same day that such Oral Instructions are
given to the Custodian. The Fund agrees that the fact that such
confirming instructions are not received by the Custodian shall in no
way affect the validity of the transactions or enforceability of the
transactions hereby authorized by the Fund. The Fund agrees that the
Custodian shall incur no liability to the Fund in acting upon Oral I
nstructions given to the Custodian hereunder concerning such
transactions provided such instructions reasonably appear to have been
received from a duly Authorized Person.
(i) Overdraft Facility and Security for Payment. In the event that
the Custodian is directed by Written Instruction (or Oral Instructions
confirmed in writing in accordance with Section 11(h) hereof) to make
any payment or transfer of mo nies on behalf of the Fund for which there
would be, at the close of business on the date of such payment or
transfer, insufficient monies held by the Custodian on behalf of the
Fund, the Custodian may, in its sole discretion, provide an overdraft (a
n "Overdraft") to the Fund in an amount sufficient to allow the
completion of such payment or transfer. Any Overdraft provided
hereunder: (a) shall be payable on the next Business Day, unless
otherwise agreed by the Fund and the Custodian; and (b) s hall accrue
interest from the date of the Overdraft to the date of payment in full
by the Fund at a rate agreed upon in writing, from time to time, by the
Custodian and the Fund. The Custodian and the Fund acknowledge that the
purpose of such Overdr aft is to temporarily finance the purchase of
Securities for prompt delivery in accordance with the terms hereof, to
meet unanticipated or unusual redemption, to allow the settlement of
foreign exchange contracts or to meet other emergency expenses n ot
reasonably foreseeable by the Fund. The Custodian shall promptly notify
the Fund in writing (an "Overdraft Notice") of any Overdraft by
facsimile transmission or in such other manner as the Fund and the
Custodian may agree in writing. To secure payment of any Overdraft, the
Fund hereby grants to the Custodian a continuing security interest in
and right of setoff against the Securities and cash in the Fund's
account from time to time in the full amount of such Overdraft. Should
the Fund fail to pay promptly any amounts owed hereunder, the Custodian
shall be entitled to use available cash in the Fund's account and to
liquidate Securities in the account as is necessary to meet the Fund's
obligations under the Overdraft. In any such case , and without
limiting the foregoing, the Custodian shall be entitled to take such
other actions(s) or exercise such other options, powers and rights as
the Custodian now or hereafter has as a secured creditor under the
Pennsylvania Uniform Commercia l Code or any other applicable law.
(j) Inspection of Books and Records. The books and records of the
Custodian shall be open to inspection and audit at reasonable times by
officers and auditors employed by the Fund and by the appropriate
employees of the Securities and Ex change Commission.
The Custodian shall provide the Fund with any report obtained by
the Custodian on the system of internal accounting control of the Book-
Entry System or the Depository and with such reports on its own systems
of internal accounting con trol as the Fund may reasonably request from
time to time.
12. Term and Termination.
(a) This Agreement shall become effective on the date first set
forth above (the "Effective Date") and shall continue in effect
thereafter until such time as this Agreement may be terminated in
accordance with the provisions hereof.
(b) Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of
such termination, which shall be not less than 60 days after the date of
receipt of such notice. In the event such notice is given by the Fund,
it shall be accompanied by a certified vote of the Board of Directors of
the Fund, electing to terminate this Agreement and designating a
successor custodian or custodians, which shall be a person qualified to
so act under the 1940 Act.
In the event such notice is given by the Custodian, the Fund
shall, on or before the termination date, deliver to the Custodian a
certified vote of the Board of Directors of the Fund, designating a
successor custodian or custodians. In the absence of such designation
by the Fund, the Custodian may designate a successor custodian, which
shall be a person qualified to so act under the 1940 Act. If the Fund
fails to designate a successor custodian, the Fund shall upon the date
spe cified in the notice of termination of this Agreement and upon the
delivery by the Custodian of all Securities (other than Securities held
in the Book-Entry System which cannot be delivered to the Fund) and
monies then owned by the Fund, be deemed to be its own custodian and the
Custodian shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement, other than the duty with respect to
Securities held in the Book-Entry System which cannot be delivered to
the Fund.
(c) Upon the date set forth in such notice under paragraph (b) of
this Section 12, this Agreement shall terminate to the extent specified
in such notice, and the Custodian shall upon receipt of a notice of
acceptance by the successor cust odian on that date deliver directly to
the successor custodian all Securities and monies then held by the
Custodian on behalf of the Fund, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which it shall then be
entitled.
13. Limitation of Liability.
The Fund and the Custodian agree that the obligations of the
Fund under this Agreement shall not be binding upon any of the
Directors, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Fund , individually, but are
binding only upon the assets and property of the Fund, as provided in
the Articles of Incorporation. The execution and delivery of this
Agreement have been authorized by the Directors of the Fund, and signed
by an authorized officer of the Fund, acting as such, and neither such
authorization by such Directors nor such execution and delivery by such
officer shall be deemed to have been made by any of them or any
shareholder of the Fund individually or to impose any liabil ity on any
of them or any shareholder of the Fund personally, but shall bind only
the assets and property of the Fund as provided in them Articles of
Incorporation.
14. Miscellaneous.
(a) Annexed hereto as Appendix A is a certification signed by the
Secretary of the Fund setting forth the names and the signatures of the
present Authorized Persons. The Fund agrees to furnish to the Custodian
a new certification in simi lar form in the event that any such present
Authorized Person ceases to be such an Authorized Person or in the event
that other or additional Authorized Persons are elected or appointed.
Until such new certification shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement upon
Oral Instructions or signatures of the present Authorized Persons as set
forth in the last delivered certification.
(b) Annexed hereto as Appendix B is a certification signed by the
Secretary of the Fund setting forth the names and the signatures of the
present officers of the Fund. The Fund agrees to furnish to the
Custodian a new certification in si milar form in the event any such
present officer ceases to be an officer of the Fund or in the event that
other or additional officers are elected or appointed. Until such new
certification shall be received, the Custodian shall be fully protected
i n acting under the provisions of this Agreement upon the signature of
an officer as set forth in the last delivered certification.
(c) Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Custodian, shall be
sufficiently given if addressed to the Custodian and mailed or delivered
to it at its offices at One Mellon Ban k Center, Pittsburgh, PA 15258
or at such other place as the Custodian may from time to time designate
in writing.
(d) Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Fund, shall be
sufficiently given if addressed to the Fund and mailed or delivered to
it at its offices at 200 Park Avenue, New Yor k, NY 10166 or at such
other place as the Fund may from time to time designate in writing.
(e) This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the same
formality as this Agreement, (i) authorized, or ratified and approved by
a vote of the Board of Directors of the Fund, including a majority of
the members of the Board of Directors of the Fund who are not
"interested persons" of the Fund (as defined in the 1940 Act), or (ii)
authorized, or ratified and approved by such other procedures as may be
permitt ed or required by the 1940 Act.
(f) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund without
the written consent of the Cu stodian, or by the Custodian without the
written consent of the Fund authorized or approved by a vote of the
Board of Directors of the Fund. Nothing in this Agreement shall give or
be construed to give or confer upon any third party any rights hereu
nder.
(g) The Fund represents that a copy of the Articles of Incorporation
is on file with the Secretary of the State of Maryland.
(h) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Pennsylvania.
(i) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
(j) This agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective representatives duly authorized as
of the day and year first above written.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC
By:
Name:
Title:
MELLON BANK, N.A.
By:
Name:
Title:
APPENDIX A
AUTHORIZED SIGNATORIES: Cash Account
Group I Group II
Paul R. Casti, Jr., Thomas Durante, Jean Paul R. Casti, Jr., Jeffrey N.
Farley, Gregory Gruber, Paul Molloy, Nachman, Philip Toia, Lawrence
Jeffrey N. Nachman, James Windels, Kash, Joseph Connolly Gregory
Anna Mancini, Mary kate macchia, Frank Gruber, Thomas Durante, James
Greene, Phyllis Meiner, Diane M. Coffey, Windels, Paul Molloy and Jean
Thomas A. Frank, James P. Ruskin, Farley
Maceo K. Sloan, James Stanley, Howard
Stein and Mike Stalzer
1. Fees payable to Mellon Bank, N.A. or Boston Safe Deposit and Trust
Company pursuant to written agreement with the Fund for services
rendered in its capacity as Custodian or agent of the Fund, or to
Dreyfus Transfer Inc. in its capacity as Tra nsfer Agent or agent of the
Fund:
Two (2) signatures required, one of which must be from Group II,
except that no individual shall be authorized to sign more than
once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either Group I or
Group II, or both such Groups, except that no individual shall
be authorized to sign more than once.
3. Other expenses of the Fund, over $5,000 but not over $25,000:
Two (2) signatures required, one of which must be from Group II,
except that no individual shall be authorized to sign more than
once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or Group II,
including any one of the following: Paul R. Casti, Jr.,
Christopher Condron, James Windels, Jeffrey N. Nachman, Joseph
Connolly or Wiliam T. Sandalls, Jr., except that no ind ividual
shall be authorized to sign more than once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
Tom Durante, Paul Goerke, Mike Stalzer, Debra Singh, Lucy
Dermezis
APPENDIX B
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
CUSTODY AGREEMENT
I, Eric B. Fischman, Vice President and Assistant Secretary of The
Dreyfus Socially Responsible Growth Fund, Inc., a corporation organized and
existing under the laws of the State of Maryland (the "Fund"), do hereby certify
that the only seri es of shares of the Fund issued and/or authorized by the Fund
as of the date of this Custody Agreement are shares of Common Stock , $.001 par
value [, as follows:]
APPENDIX C
The following are designated publications for purposes of Section 4 (f)
2:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
SCHEDULE A
I. Asset Based Charges
A. U.S. Securities (Net Asset Value)
First $1 Billion 0.70 Basis Points
Next $1 Billion 0.50 Basis Points
Excess 0.25 Basis Points
B. International Securities (Market Value)
Foreign Assets in all funds will be totaled by country and charged a
basis point fee by category.
Euroclear 5.00 Basis Points
Category I 8.00 Basis Points
Category II 14.00 Basis Points
Category III 16.00 Basis Points
Category IV 45.00 Basis Points
(A complete listing of countries is on page 2 of this fee
schedule)
II. Transaction Charges
A. Domestic
U.S. Buy/Sell transaction (DTC, PTC, Fed) $7
Physical U.S. Buy/Sell transaction $20
B. International
Euroclear $ 25
Category I $ 35
Category II $ 60
Category III $ 80
Category IV $100
C. Other Transactions
Futures Transaction $ 8
Paydown Transaction $ 5
Margin Variation Wire $ 10
F/X not executed at BSDT $ 20
Options Round Trip $ 20
Wire Transfer $ 5
III. Out-of-Pocket Expenses
The Custodian will pass through to the client any out-of-pocket expenses
including, but not limited to, postage, courier expense, registration
fees, stamp duties telex charges, custom reporting or custom
programming, internal/external tax, le gal or consulting costs, proxy
voting expenses, etc.
The Custodian reserves the right to amend its fees if the service
requirements change in a way that materially affects our
responsibilities or costs. Support of other derivative investment
strategies or special processing requirements (e.g. external cash
sweep, third party securities lending etc.) may result in additional
fees.
IV. Country by Country Categories:
Category I Category II Category III CategoryIV
Australia Argentina Austria Bangladesh
Belgium Denmark Indonesia Brazil
Canada Finland Israel Colombia
France Hong Kong South Korea China
Germany Malaysia Philippines Czech Republic
Ireland Mexico Singapore Greece
Italy Norway Thailand India
Japan Spain Jordan
Netherlands Luxembourg
New Zealand Pakistan
South Africa Peru
Sweden Poland
Switzerland Portugal
United Kingdom Sri Lanka
Cedel Taiwan
Turkey
Uruguay
Venezuela
SCHEDULE B
The Fund will pay to the Custodian as soon as possible after the end of
each month all out-of-pocket expenses reasonably incurred in connection with the
assets of the Fund.
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 January 29, 1997, 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 21, 1997
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<ARTICLE> 6
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<NAME> THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 103647
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<TOTAL-LIABILITIES> 765
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 102861
<SHARES-COMMON-STOCK> 5704
<SHARES-COMMON-PRIOR> 1829
<ACCUMULATED-NII-CURRENT> 43
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<ACCUM-APPREC-OR-DEPREC> 11443
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<DIVIDEND-INCOME> 720
<INTEREST-INCOME> 240
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<EXPENSES-NET> 668
<NET-INVESTMENT-INCOME> 292
<REALIZED-GAINS-CURRENT> 4325
<APPREC-INCREASE-CURRENT> 7721
<NET-CHANGE-FROM-OPS> 12338
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (252)
<DISTRIBUTIONS-OF-GAINS> (4505)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7040
<NUMBER-OF-SHARES-REDEEMED> (3399)
<SHARES-REINVESTED> 234
<NET-CHANGE-IN-ASSETS> 82913
<ACCUMULATED-NII-PRIOR> 2
<ACCUMULATED-GAINS-PRIOR> 403
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 523
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<PER-SHARE-NAV-BEGIN> 17.31
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 3.63
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> (.85)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.09
<EXPENSE-RATIO> .010
<AVG-DEBT-OUTSTANDING> 99
<AVG-DEBT-PER-SHARE> .03
</TABLE>
Certificate of Secretary
The undersigned, Elizabeth A. Keeley, Vice President and Assistant
Secretary of The Dreyfus Society Responsible Growth, Inc. (the "Fund"),
hereby certifies that set forth below is a copy of the resolution adopted by
the Fund's Board authorizing the signing of Elizabeth A. Keeley, Marie E.
Connolly, Richard W. Ingram, Mark A. Karpe and John Pelletier on behalf of
the proper officers of the Fund pursuant to a power of attorney:
RESOLVED, that the Registration Statement and any
and all amendments and supplements thereto, may be
signed by any one of Elizabeth A. Keeley, Marie E.
Connolly, Richard W. Ingram, Mark A. Karpe and John
Pelletier, as the attorney-in-fact for the proper
officers of the Fund, with full power of substitution
and resubstitution; and that the appointment of each of
such persons as such attorney-in-fact hereby is
authorized and approved; and that such attorneys-in-
fact, and each of them, shall have full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in connection with
such Registration Statement and any and all amendments
and supplements thereto, as fully to all intents and
purposes as the officer, for whom he is acting as
attorney-in-fact, might or could do in person.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Fund on April 21, 1997.
_______________________________
Elizabeth A. Keeley
Vice President and
Assistant Secretary
