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. 5 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 7 [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, 1998 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.
----
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, 12
5 Management of the Fund 7
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 11
7 Purchase of Securities Being Offered 9
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-9
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-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-14
21 Underwriters B-14
22 Calculations of Performance Data B-18
23 Financial Statements B-19
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-12
30 Location of Accounts and Records C-16
31 Management Services C-16
32 Undertakings C-16
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
_______________________________________________________________________________
PROSPECTUS MAY 1, 1998
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, that is intended to be a funding vehicle for variable annuity contracts
and variable life insurance policies to be offered by the separate accounts
of various life insurance companies (the "participating insurance
companies"). The primary goal of the fund is to provide capital growth.
current income is a secondary goal. the fund invests principally in common
stocks, or securities convertible into common stock, of companies which, in
the opinion of the Fund's management, not only meet traditional investment
standards, but also show evidence that they conduct their business in a
manner that contributes to the enhancement of the quality of life in America.
The Dreyfus Corporation ("Dreyfus") serves as the fund's investment
adviser. NCM Capital Management Group, Inc. ("NCM") serves as the fund's
sub-investment adviser and provides day-to-day management of the fund's
portfolio.
This Prospectus sets forth concisely information about the fund
that an investor should know before investing in the fund through certain
variable annuity contracts and variable life insurance policies offered by
participating insurance companies. it should be read and retained for future
reference.
The Statement Of Additional Information, dated may 1, 1996, which
may be revised from time to time, provides a further discussion of certain
areas in this Prospectus and other matters which may be of interest to some
investors. it has been filed with the Securities and Exchange Commission and
is incorporated herein by reference. for a free copy, write to the fund at
144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or call
1-800-645-6561. when telephoning ask for operator 144.
Mutual Fund shares are not deposits or obligations of, or guaranteed
or endorsed by, any bank, and are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other agency.
The net asset value of funds of this type will fluctuate from time to time.
<TABLE>
<CAPTION>
_______________________________________________________________________________
TABLE OF CONTENTS
PAGE PAGE
<S> <C> <C> <C>
Condensed Financial Information....... 3 Shareholder Services Plan............... 10
Description of the Fund............... 3 Dividends, Distributions And Taxes...... 10
Management Of The Fund................ 7 Performance Information................. 11
How To Buy Shares..................... 9 General Information..................... 12
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. Further financial information,
related notes and report of independent auditors accompany 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 information
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 1997
______ ______ ______ ______ ______
PER SHARE DATA:
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year.................. $12.50 $13.38 $13.23 $17.31 $20.09
______ ______ ______ ______ ______
Investment Operations:
Investment income_net ............................. .04 .35 .08 .05 .09
Net realized and unrealized gain (loss) on investments... .88 (.15) 4.49 3.63 5.63
______ ______ ______ ______ ______
Total from Investment Operations.................... .92 .20 4.57 3.68 5.72
______ ______ ______ ______ ______
DISTRIBUTIONS:
Dividends from investment income-net................ (.04) (.35) (.08) (.05) (.10)
Dividends from net realized gain on investments..... _ _ (.41) (.85) (.74)
______ ______ ______ ______ ______
Total Distributions................................. (.04) (.35) (.49) (.90) (.84)
______ ______ ______ ______ ______
Net asset value, end of year........................ $13.38 $13.23 $17.31 $20.09 $24.97
====== ====== ====== ====== ======
TOTAL INVESTMENT RETURN............................... 7.35%(2) 1.49% 34.56% 21.23% 28.44%
RATIOS / SUPPLEMENTAL DATA:
Ratio of operating expenses to average net assets... .06%(2) .25% 1.27% .95% .82%
Ratio of interest expense to average net assets..... _ _ _ .01% .00%(3)
Ratio of net investment income to average net assets..... .64%(2) 4.58% .70% .42% .46%
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% 58.50%
Average commission rate paid(4)..................... _ _ _ $.0578 $.0596
Net Assets, end of year (000's omitted)............. $1,372 $10,406 $31,657 $114,570 $275,887
</TABLE>
___________________________
(1) From October 7, 1993 (commencement of operations) to December 31, 1993.
(2) Not annualized.
(3) Amount represents less than .01%.
(4) 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
[Page 3]
the separate prospectuses issued by the Participating Insurance Companies
over which the Fund assumes no responsibility. Differences in tax treatment
or other considerations may cause the interest of holders of VA contracts and
VLI policies to conflict, although the Fund currently does not foresee any
disadvantages to the holders of VA contracts and VLI policies arising
therefrom. 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
[Page 4]
employment opportunity, product safety or occupational safety and health, as
applicable. Additional data may be obtained, where practical, from local,
state and federal agencies which maintain surveillance in certain areas of
interest to the Fund and which provide this data to the public.
If the initial evaluation reveals no negative pattern in the areas
of special concern to the Fund, a company's securities are eligible for
purchase. The research staff supplements this initial screening by asking the
company to complete a questionnaire designed by the Fund to aid in the
evaluation of the company's conduct in the areas of special concern. The
examination of a company may also include personal interviews with company
officials, inspection of facilities and other techniques that may be
applicable to specific companies or industries.
If it is determined at any stage that purchase or retention of the
portfolio securities is not consistent with the Fund's goal of investing in
companies whose conduct contributes to the enhancement of the quality of life
in America, the security will not be purchased or if already purchased will
be sold as expeditiously as possible, consistent with the best interests of
the Fund.
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
[Page 5]
account, securities acquired by the Fund under a repurchase
agreement. Repurchase agreements are considered by the staff of the
Securities and Exchange Commission to be loans by the Fund. In an attempt to
reduce the risk of incurring a loss on a repurchase agreement, the Fund will
enter into repurchase agreements only with domestic banks with total assets
in excess of one billion dollars or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect to securities
of the type in which the Fund may invest, and the Fund will require that
additional securities be deposited with its custodian if the value of the
securities purchased should decrease below resale price. Dreyfus will monitor
on an ongoing basis the value of the collateral to assure that it always
equals or exceeds the repurchase price. Certain costs may be incurred by the
Fund in connection with the sale of the securities if the seller does not
repurchase them in accordance with the repurchase agreement. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the
securities, realization on the securities by the Fund may be delayed or
limited. The Fund will consider on an ongoing basis the creditworthiness of
the institutions with which it enters into repurchase agreements.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate. Time deposits which may be held by the Fund
will not benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance
Corporation.
To earn additional income on its portfolio, the Fund may write
(sell) covered call option contracts on securities it owns to the extent of
20% of the value of its net assets at the time such option contracts are
written. A call option gives the purchaser of the option the right to buy,
and obligates the writer to sell, the underlying security at the exercise
price at any time during the option period. A covered call option sold by the
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.
[Page 6]
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.
YEAR 2000 RISKS - Like other mutual funds, financial and business
organizations and individuals around the world, the Fund could be adversely
affected if the computer systems used by Dreyfus and the Fund's other service
providers do not properly process and calculate date-related information and
data from and after January 1, 2000. This is commonly known as the "Year 2000
Problem." Dreyfus is taking steps to address the Year 2000 Problem with
respect to the computer systems that it uses and to obtain assurances that
comparable steps are being taken by the Fund's other major service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact on the Fund.
MANAGEMENT OF THE FUND
INVESTMENT ADVISER - Dreyfus, located at 200 Park Avenue, New York, New York
10166, was formed in 1947 and serves as the Fund's investment adviser.
Dreyfus is a wholly-owned subsidiary of Mellon Bank, N.A., which is a
wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As of March
31, 1998, Dreyfus managed or administered approximately $100 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 $305 billion in
assets as of December 31, 1997, including approximately $104 billion in
mutual fund assets. As of December 31, 1997, Mellon, through various
subsidiaries, provided non-investment services, such as custodial or
administration services, for more than $1.532 trillion in assets including
approximately $60 billion in mutual fund assets.
Under the terms of the Management Agreement, the Fund has agreed to
pay Dreyfus a 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, 1997, the Fund paid Dreyfus a management fee at the annual rate
of .75 of 1% of the value of the Fund's average daily net assets.
[Page 7]
In allocating brokerage transactions, 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, 1997, NCM managed or administered approximately $4.1 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. 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 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:
ANNUAL FEE AS A PERCENTAGE OF
TOTAL ASSETS AVERAGE DAILY NET ASSETS
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%
For the fiscal year ended December 31, 1997, Dreyfus paid NCM
pursuant to the Amended and Restated Sub-Investment Advisory Agreement a
monthly fee at the effective aggregate annual rate of .15 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.
[Page 8]
The Dreyfus Corporation, from time to time, may make payments from
its own assets to Participating Insurance Companies in connection with the
provision of certain administrative services to the Fund and/or to purchasers
of VA contracts or VLI policies.
DISTRIBUTOR - The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent 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
FUND SHARES CURRENTLY ARE OFFERED ONLY TO SEPARATE ACCOUNTS OF
PARTICIPATING INSURANCE COMPANIES. INDIVIDUALS MAY NOT PLACE PURCHASE ORDERS
DIRECTLY WITH THE FUND.
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. See the prospectus of the
separate account of the applicable 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.
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.
[Page 9]
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 Fund's average daily net assets 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.
If all shares in an account are redeemed at any time, all dividends to which
the shareholder is entitled will be paid along with the proceeds of the
redemption. An omnibus accountholder may indicate in a partial redemption
request that a portion of any accrued dividends to which such account is
entitled belongs to an underlying accountholder who has redeemed all shares
in his or her account, and such portion of the accrued dividends will be paid
to the accountholder along with the proceeds of the redemption. Dividends are
automatically reinvested in additional Fund shares at net asset value unless
payment in cash is elected by a Participating Insurance Company. All expenses
are accrued daily and deducted before declaration of dividends to investors.
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.
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 the 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. Further, the Fund intends to satisfy the
diversification standards prescribed under Section 817(h) for segregated
accounts. By meeting these and other requirements, the Participating
Insurance Companies, rather than VA contract holders or VLI policy holders,
should be subject to tax on distributions received with respect to Fund
shares. The tax treatment on distributions made to a Participating Insurance
Company will depend on the Participating Insurance Company's tax status.
Notice as to the tax status of dividends and distributions will be
mailed to shareholders annually. Dividends derived from net investment
income, together with distributions of net realized short-term securities
gains and all or a portion of any gains realized from the sale or other
disposition of 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 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.
[Page 10]
Management of the Fund believes that the Fund qualified for the
fiscal year ended December 31, 1997 as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if such qualification is
in the best interest of its shareholders. Qualification as a regulated
investment company relieves the Fund of any liability for Federal income
taxes to the extent its earnings are distributed in accordance with
applicable provisions of the Code. The Fund may be subject to a non-deductible
4% excise tax, measured with respect to certain undistributed amounts of
taxable investment income and capital gains.
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.
[Page 11]
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. In accordance with current law, the Fund anticipates that a
Participating Insurance Company issuing a VA contract or VLI policy that
participates in the Fund will request voting instructions from contract and
policy holders and will vote shares in proportion to the voting instructions
received. A Participating Insurance Company could, from time to time, be
deemed to control the Fund to the extent that its separate account(s) may own
in the aggregate more than 25% of the Fund's shares. For further information
on voting rights, see the prospectus for VA contract or VLI policy for
information in respect of voting.
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 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.,
call 516-794-5452.
[Page 12]
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 13]
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[Page 14]
[This Page Intentionally Left Blank]
[Page 15]
The Dreyfus
Socially Responsible
Growth Fund, Inc.
Prospectus
Copy Right 1998 Dreyfus Service Corporation
111p0598
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
(STATEMENT OF ADDITIONAL INFORMATION)
PART B
MAY 1, 1998
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, 1998, 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
Shares of the Fund 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 (collectively, "Policies").
The Dreyfus Corporation (the "Manager") serves as the Fund's investment
adviser.
NCM Capital Management Group, Inc. ("NCM") serves as the Fund's sub-
investment adviser. NCM provides day-to-day management of the Fund's
portfolio, subject to the supervision of the Manager.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objectives and Management Policies B-2
Management of the Fund B-6
Investment Advisory Agreements B-9
Shareholder Services Plan B-12
Purchase of Shares B-13
Redemption of Shares B-13
Determination of Net Asset Value B-14
Dividends, Distributions and Taxes B-14
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 and Report of Independent Auditors B-19
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, together with information as to
their principal business occupations during at least the last five years,
are shown below. 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 64 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 70 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
a director of The Muscular Dystrophy Association, HealthPlan Services
Corporation, a provider of marketing, administrative and risk
management services to health and other benefit programs, The Noel
Group, Inc., a venture capital company, Carlyle Industries, Inc.
(formerly, Belding Heminway, Inc.), a button packager and distributor,
Staffing Resources, Inc., a temporary placement agency, and Century
Business Services, Inc., a provider of various outsourcing services to
small and medium size companies. 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 54 years old and his address is 200 Park Avenue,
New York, New York 10166.
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, 1997, was as follows:
(3)
(2) Total
(1) Aggregate Compensation
Name of Board Compensation From From Fund and
Member Fund* Fund Complex
Paid to Board
Member
Clifford L. $2,500 $ 88,305 (19)
Alexander
Lucy Wilson Benson $2,500 $ 74,055 (15)
Joseph S. $3,125 $597,128 (94)
DiMartino
Peter C. Goldmark $2,500 $ 12,500 (2)
____________________________
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $1,160 for all Board members as a group.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer, Chief Compliance Officer and a director of the Distributor and
Funds Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc., and an officer of other investment companies
advised or administered by the Manager. She is 40 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President of
the Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
September 1989 to July 1994, she was an Assistant Vice President and
Client Manager for The Boston Company, Inc. She is 33 years old.
MICHAEL S. PETRUCELLI, Vice President, Assistant Treasurer and Assistant
Secretary. Senior Vice President and Director of Strategic Client
Initiatives of Funds Distributor, Inc., and an officer of certain
investment companies advised or administered by the Manager. From
December 1989 through November 1996 he was employed with GE Investments
where he held various financial, business development and compliance
positions. He also served as Treasurer of the GE Funds and as a
director of GE Investment Services. He is 36 years old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. 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 35 years old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
April 1993 to January 1995, he was a Senior Fund Accountant for
Investors Bank & Trust Company. From December 1991 to March 1993, he
was employed as a Fund Accountant at The Boston Company, Inc. He is 28
years old.
RICHARD W. INGRAM, Vice President and Assistant Secretary. Executive Vice
President of the Distributor and Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. 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 42 years old.
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary, Vice
President and Senior Associate General Counsel of the Distributor and
Funds Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From April 1994 to July 1996,
he was Assistant Counsel at Forum Financial Group. From October 1992
to March 1994, he was employed by Putnam Investments in legal and
compliance capacities. He is 33 years old.
KATHLEEN K. MORRISEY, Vice President and Assistant Secretary, Vice President
and Assistant Secretary of Funds Distributor, Inc., and an officer of
other investment companies advised or administered by the Manager.
From July 1994 to November 1995, she was a Fund Accountant for
Investors Bank & Trust Company. She is 25 years old.
ELBA VASQUEZ, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
March 1990 to May 1996, she was employed by the U.S. Trust Company of
New York, where she held various sales and marketing positions. She is
36 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 1, 1998.
The following persons are known by the Fund to own of record 5% or more
of the Fund's outstanding voting securities on April 1, 1998: Nationwide
Variable Account II CO 47, c/o IPO, PO Box 182029, Columbus, OH 43218-2029-
- -62.5765%; Transamerica Occidental Life Insurance Company, Separate Account
VA-2L, Accounting Department, PO Box 33849, Charlotte, NC 28233-3849--
13.4908%; Nationwide Multi-Flex (NEA), CO 48, c/o IPO, PO Box 182029,
Columbus, OH 43218-2029--8.0419%; Nationwide Variable Life 2, CO 71, c/o
IPO, PO Box 182029, Columbus, OH 43218-2029--2.6098%; First Transamerica
Life Insurance Company, Separate Account VA-2LNY, Accounting Department, PO
Box 33849, Charlotte, NC 28233-3849--2.4246%; Providian Life & Health
Insurance Company, Separate Account V, PO Box 32830, Louisville, KY 40232-
2830--2.3538%; Provident Mutual Life & Annuity Company of America, PO Box
1717, Valley Forge, PA 19482-1717--2.1115%. 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 24, 1997. 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. 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. For
the fiscal year ended December 31, 1997 the investment advisory fee amounted
to $1,447,157.
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; Ronald P. O'Hanley III,
Vice Chairman; J. David Officer, Vice Chairman; William T. Sandalls, Jr.,
Senior Vice President and Chief Financial Officer; 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; William V. Healey, Assistant
Secretary; and Mandell L. Berman, Burton C. Borgelt, Frank V. Cahouet and
Richard F. Syron, 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 April
16, 1998. 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. 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. For the fiscal year ended
December 31, 1997, Dreyfus paid NCM a sub-investment advisory fee of
$296,615 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; Stephen W. Rozzell, Director; Edith H. Noel, Senior
Vice President, Corporate Secretary and Treasurer; Clifford D. Mpare,
Executive Vice President and Co-Chief Investment Officer; Ben Blakney,
Executive Vice President, Paul L. VanKampen, Senior Vice President-Director
of Fixed Income; David Carter, Vice President-Fixed; Lorenzo Newsome, Vice
President-Fixed; David Halloran, Vice President-Equity; Michael Ferraro,
Vice President-Head Trader; Victoria Treadwell, Vice President-Director of
Client Services; Linda Jordan, Regional Vice President-Marketing; Tammie F.
Coley, Senior Vice President; Lee Baker, Vice President-Client Services,
Marc Reid, Assistant Vice President-Marketing.
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 Clifford Mpare. 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 the Manager and/or
NCM. 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 the Manager or NCM, or any affiliate of the Manager 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.
The Manager and NCM have 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 the Manager, or the
Manager will bear, the excess expense. For each fiscal year of the Fund,
the Manager 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
the Manager and NCM under the respective 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, 1997, $12,974 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, Martin
Luther King Jr. 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. 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.
The Taxpayer Relief Act of 1997 included constructive sale provisions
that generally will apply if the Fund either (1) holds an appreciated
financial position with respect to stock, certain debt obligations, or
partnership interests ("appreciated financial position") and enters into a
short sale, futures or forward contract, or offsetting notional principal
contract or other transaction described in Treasury regulations to be issued
in the future (collectively, a "Contract") respecting the same or
substantially identical property or (2) holds and appreciated financial
position that is a Contract and then acquires property that is the same as,
or substantially identical to, the underlying property. In each instance,
with certain exceptions, the Fund generally will be taxed as if the
appreciated financial position were sold at its fair market value on the
date the Fund enters into the financial position or acquires the property,
respectively. Transactions that are identified hedging or straddle
transactions under other provisions of the Code can be subject to the
constructive sale provisions.
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, 1995, 1996 and 1997, the Fund paid total brokerage commissions
of $56,212, $193,281 and $280,682, respectively, none of which was paid to
the Distributor. For the fiscal year ended December 31, 1995 there were no
spreads or concessions on principal transactions. For the fiscal year ended
December 31, 1996, concessions on principal transactions totaled $5,950.
The Fund's portfolio turnover rates (exclusive of U.S. Government
securities and short-term investments) for the fiscal years ended December
31, 1996 and 1997 were 126.41% and 58.50%, respectively.
The aggregate amount of transactions during the last fiscal year in
securities effected on an agency basis through a broker for, among other
things, research services, and the commissions and concessions related to
such transactions were as follows:
Transaction Commissions and
Amount Concessions
$68,708,394 $73,011
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 4.24 year periods
ended December 31, 1997 was 28.44% and 21.49%, 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, 1997 was 128.27%. 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, 1997, the Fund
paid the Transfer Agent $185.
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
fiscal year ended December 31, 1997, the Fund paid the Custodian $14,830.
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.
FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT AUDITORS
The Fund's Annual Report to Shareholders for the fiscal year ended
December 31, 1997 is a separate document supplied with this Statement of
Additional Information, and the financial statement, accompanying notes, and
report of independent auditors appearing therein are incorporated by
reference into this Statement of Additional Information.
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, 1995, 1996 and 1997.
Included in Part B (by reference) of the Registration
Statement:
Statement of Investments-- December 31, 1997*.
Statement of Assets and Liabilities--December 31, 1997*.
Statement of Operations--For the year ended December 31,
1997*.
Statement of Changes in Net Assets--For the years ended
December 31, 1996 and 1997*.
Notes to Financial Statements.*
Report of Ernst & Young LLP, Independent Auditors, dated
January 30, 1998.*
___________________
*Items are incorporated by reference to the Registrant's Annual report on
Form N-30D, dated December 31, 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
Form N-1A, filed on March 1, 1995.
(8)(a) Custody Agreement is incorporated by reference to Exhibit (8)(a)
of Post-Effective Amendment No. 6 to the Registration Statement on
Form N-1A, filed on April 22, 1997.
(8)(b) Sub-Custodian Agreement is incorporated by reference to Exhibit
(8) (b) of Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A, filed on April 22, 1997.
(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) Power of Attorney
(b) Certificate of Assistant Secretary.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of April 4, 1998
______________ _______________________________
Common Stock 23
(Par value $.001)
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*;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****
RICHARD F. SYRON Chairman of the Board and
Director Chief Executive Officer:
American Stock Exchange
86 Trinity Place
New York, New York 10006;
Director:
John Hancock Mutual Life Insurance Company
John Hancock Place, Box 111
Boston, Massachusetts 02117;
Thermo Electron Corporation
81 Wyman Street, Box 9046
Waltham, Massachusetts 02254-9046;
American Business Conference
1730 K Street, NW, Suite 120
Washington, D.C. 20006;
Trustee:
Boston College - Board of Trustees
140 Commonwealth Ave.
Chestnut Hill, Massachusetts 02167-3934
J. DAVID OFFICER Vice Chairman:
Vice Chairman The Dreyfus Corporation*;
Director:
Dreyfus Financial Services Corporation*****;
Dreyfus Investment Services Corporation*****;
Mellon Trust of Florida
2875 Northeast 191st Street
North Miami Beach, Florida 33180;
Mellon Preferred Capital Corporation****;
Boston Group Holdings, Inc.****;
Mellon Trust of New York
1301 Avenue of the Americas - 41st Floor
New York, New York 10019;
Mellon Trust of California
400 South Hope Street
Los Angeles, California 90071-2806;
Executive Vice President:
Mellon Bank, N.A.***;
Vice Chairman and Director:
The Boston Company, Inc.****;
President and Director:
RECO, Inc.****;
The Boston Company Financial Services,
Inc.****;
Boston Safe Deposit and Trust Company****;
RONALD P. O'HANLEY Vice Chairman:
Vice Chairman The Dreyfus Corporation*;
Director:
The Boston Company Asset Management, LLC****;
TBCAM Holding, Inc.****;
Franklin Portfolio Holdings, Inc.
Two International Place - 22nd Floor
Boston, Massachusetts 02110;
Mellon Capital Management Corporation
595 Market Street, Suite #3000
San Francisco, California 94105;
Certus Asset Advisors Corporation
One Bush Street, Suite 450
San Francisco, California 94104;
Mellon-France Corporation***;
Chairman and Director:
Boston Safe Advisors, Inc.****;
Partner Representative:
Pareto Partners
271 Regent Street
London, England W1R 8PP;
Chairman and Trustee:
Mellon Bond Associates, LLP***;
Mellon Equity Associates, LLP***;
Trustee:
Laurel Capital Advisors, LLP***;
Chairman, President and Chief Executive Officer:
Mellon Global Investing Corp.***;
Partner:
McKinsey & Company, Inc.
Boston, Massachusetts
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus America 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 Service 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 Dreyfus Transfer, Inc.
Fund Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services
WILLIAM V. HEALEY President:
Assistant Secretary The Truepenny Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
Secretary and Director:
Dreyfus Partnership Management Inc.*;
Director:
The Dreyfus Trust Company++;
Assistant Secretary:
Dreyfus Service Corporation*;
Dreyfus Investment Advisors, Inc.*;
Assistant Clerk:
Dreyfus Insurance Agency of Massachusetts,
Inc.+++++
______________________________________
* 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 Union Trust Building,
501 Grant Street, Room 179, Pittsburgh, Pennsylvania 15259;
+ 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.
+++++ The address of the business so indicated is 53 State Street, Boston,
Massachusetts 02103.
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 27701;
Chairman:
New Africa Advisers, Inc.
103 West Main Street
Durham, North Carolina 27701;
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 27701;
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 27701;
Director:
African News Service
103 West Main Street
Durham, North Carolina 27701;
Trustee:
Elizabeth State University
Elizabeth City, North Carolina;
Chairman and Chief Investment Officer:
IDS Advisory Group, Inc.
IDS Tower 10
Minneapolis, MN 55440;
PETER J. ANDERSON Director and Senior Vice President-
(Cont'd) Investments:
IDS Financial Services Inc.
IDS Tower 10
Minneapolis, MN 55440;
Director:
Fairview-Southdale Hospital
6401 France Avenue South
Edina, MN 55435;
MORRIS GOODWIN, JR. Treasurer:
Deluxe Corporation
3680 Victoria Street
Shoreview, MN 55120
Director
Minnesota Pubic Radio
Mineapolis, MN;
STEPHEN W. ROSZELL President and Chief Executive Officer:
Director American Express Asset Management Group
Inc.
IDS Tower 10
Minneapolis, MN 55440
EDITH H. NOEL None
Senior Vice President,
Corporate Secretary and
Treasurer
BENJAMIN BLANKNEY None
Executive Vice President
CLIFFORD D. MPARE, JR. None
Senior Vice President-
Investments
VICTORIA TREADWELL None
Senior Vice President
PAUL L. VANKAMPEN None
Senior Vice President
TAMIE E. COLEY None
Senior Vice President
DAVID C. CARTER None
Vice President
LEE BAKER None
Vice President
MICHAEL J. FERRARO None
Vice President
DAVID A. HALLORAN None
Vice President
LINDA JORDAN None
Vice President
LORENZO NEWSOME None
Vice President
MARC REID None
Assistant Vice President-
Manager of Marketing and
Client Services
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners 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 Funds
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 Index Funds, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Preferred Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Funds, Inc.
35) Dreyfus Investment Grade Bond Funds, Inc.
36) The Dreyfus/Laurel Funds, Inc.
37) The Dreyfus/Laurel Funds Trust
38) The Dreyfus/Laurel Tax-Free Municipal Funds
39) Dreyfus LifeTime Portfolios, Inc.
40) Dreyfus Liquid Assets, Inc.
41) Dreyfus Massachusetts Intermediate Municipal Bond Fund
42) Dreyfus Massachusetts Municipal Money Market Fund
43) Dreyfus Massachusetts Tax Exempt Bond Fund
44) Dreyfus MidCap Index Fund
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
48) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Insured Tax Exempt Bond Fund
54) Dreyfus New York Municipal Cash Management
55) Dreyfus New York Tax Exempt Bond Fund, Inc.
56) Dreyfus New York Tax Exempt Intermediate Bond Fund
57) Dreyfus New York Tax Exempt Money Market Fund
58) Dreyfus 100% U.S. Treasury Intermediate Term Fund
59) Dreyfus 100% U.S. Treasury Long Term Fund
60) Dreyfus 100% U.S. Treasury Money Market Fund
61) Dreyfus 100% U.S. Treasury Short Term Fund
62) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
63) Dreyfus Pennsylvania Municipal Money Market Fund
64) Dreyfus Premier California Municipal Bond Fund
65) Dreyfus Premier Equity Funds, Inc.
66) Dreyfus Premier International Funds, Inc.
67) Dreyfus Premier GNMA Fund
68) Dreyfus Premier Worldwide Growth Fund, Inc.
69) Dreyfus Premier Insured Municipal Bond Fund
70) Dreyfus Premier Municipal Bond Fund
71) Dreyfus Premier New York Municipal Bond Fund
72) Dreyfus Premier State Municipal Bond Fund
73) Dreyfus Premier Value Fund
74) Dreyfus Short-Intermediate Government Fund
75) Dreyfus Short-Intermediate Municipal Bond Fund
76) The Dreyfus Socially Responsible Growth Fund, Inc.
77) Dreyfus Stock Index Fund, Inc.
78) Dreyfus Tax Exempt Cash Management
79) The Dreyfus Third Century Fund, Inc.
80) Dreyfus Treasury Cash Management
81) Dreyfus Treasury Prime Cash Management
82) Dreyfus Variable Investment Fund
83) Dreyfus Worldwide Dollar Money Market Fund, Inc.
84) General California Municipal Bond Fund, Inc.
85) General California Municipal Money Market Fund
86) General Government Securities Money Market Fund, Inc.
87) General Money Market Fund, Inc.
88) General Municipal Bond Fund, Inc.
89) General Municipal Money Market Fund, Inc.
90) General New York Municipal Bond Fund, Inc.
91) General New York Municipal Money Market 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+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial Officer and Assistant
Treasurer
Richard W. Ingram Executive Vice President Vice President
and Assistant
Treasurer
Mary A. Nelson+ Vice President Vice President and
Assistant Treasurer
Paul Prescott+ Vice President None
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is 60 State Street, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York
10166.
Item 30. Location of Accounts and Records
________________________________
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To file a post-effective amendment, using financial statements
which need not be certified, within four to six months from the
effective date of Registrant's 1933 Act Registration Statement
with respect to the Registrant's Dreyfus Technology Growth Fund.
(2) 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.
(3) 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 27th day of April, 1998.
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 4/27/98
______________________________ (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/Clifford L. Alexander, Jr.* Director 4/27/98
_____________________________
Clifford L. Alexander, Jr.
/s/Lucy Wilson Benson* Director 4/27/98
______________________________
Lucy Wilson Benson
/s/Joseph S. DiMartino* Chairman of the Board of Directors 4/27/98
_____________________________
Joseph S. DiMartino
*BY: /s/Michael S. Petrucelli
__________________________
Michael S. Petrucelli,
Attorney-in-Fact
INDEX OF EXHIBITS
(11) Consent of Independent Auditors
(17) Financial Data Schedule
OTHER EXHIBITS
(a) Power of Attorney
(b) Certificate of Secretary
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 30, 1998, which is incorporated by reference, 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 20, 1998
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<PAID-IN-CAPITAL-COMMON> 228873
<SHARES-COMMON-STOCK> 11048
<SHARES-COMMON-PRIOR> 5704
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</TABLE>
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Marie E. Connolly,
Richard W. Ingram, Christopher J. Kelley, Kathleen K. Morrisey, Michael S.
Petrucelli and Elba Vasquez, and each of them, with full power to act
without the other, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her, and in
his or her name, place and stead, in any and all capacities (until revoked
in writing) to sign any and all amendments to the Registration Statement of
each Fund enumerated on Exhibit A hereto (including post-effective
amendments and amendments thereto), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every
act and thing ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Clifford Alexander April 16, 1998
Clifford Alexander
/s/ Lucy Wilson Benson April 16, 1998
Lucy Wilson Benson
/s/ Joseph S. DiMartino April 16, 1998
Joseph S. DiMartino
EXHIBIT A
The Dreyfus Third Century Fund, Inc.
The Dreyfus Socially Responsible Growth Fund, Inc.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
ASSISTANT SECRETARY'S CERTIFICATE
I, Michael S. Petrucelli, Vice President and Assistant Secretary of The
Dreyfus Socially Responsible Growth Fund, Inc. (the "Fund"), hereby certify
that set forth below is a copy of the resolution adopted by the Fund's Board
members at a Board meeting held on April 16, 1998.
RESOLUTIONS
RESOLVED, that the following persons be, and they hereby are, elected to the
offices set forth opposite their respective names, to serve at the pleasure
of the Fund's Board:
President and Treasurer Marie E. Connolly
Vice President and Assistant Treasurer Richard W. Ingram
Vice President and Assistant Treasurer Mary A. Nelson
Vice President and Assistant Treasurer Joseph F. Tower, III
Vice President, Assistant Treasurer and Michael S. Petrucelli
Assistant Secretary
Vice President and Assistant Secretary Douglas C. Conroy
Vice President and Assistant Secretary Christopher J. Kelley
Vice President and Assistant Secretary Kathleen K. Morrissey
Vice President and Assistant Secretary Elba Vasquez
; and it be further
RESOLVED, that the Registration Statement and any and all amendments and
supplements thereto may be signed by any one of Marie E. Connolly, Richard
W. Ingram, Christopher J. Kelley, Kathleen K. Morrissey, Michael S.
Petrucelli and Elba Vasquez, as the 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 whom he or
she is acting as attorney-in-fact, might or could do in person.
IN WITNESS WHEREOF, I have hereunto signed by name and affixed seal of the
Fund on April 27, 1998.
/s/Michael S. Petrucelli
Michael S. Petrucelli
Vice President and Assistant Secretary
(Seal)
