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. 7 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 9 [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, 1999 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.
Investing in large-cap stocks that meet certain financial as well as social
criteria
PROSPECTUS May 1, 1999
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
<PAGE>
The Fund
The Dreyfus Socially Responsible Growth Fund, Inc.
GOAL/APPROACH
The fund seeks to provide capital growth, with current income as a secondary
goal. To pursue these goals, the fund invests primarily in the common stock of
companies that, in the opinion of the fund's management, meet traditional
investment standards and conduct their business in a manner that contributes to
the enhancement of the quality of life in America.
In choosing stocks, NCM Capital Management Group, Inc. ("NCM") first reviews
potential investments based on fundamental security analysis. If a potential
investment meets traditional financial concerns, it is designated to Dreyfus,
which uses publicly available information, including reports prepared by
"watchdog" groups and governmental agencies, to assess a company's record, based
on the fund's social screens. If this assessment does not reveal a negative
pattern of conduct, the company's stock is eligible for purchase. Dreyfus
supplements its initial assessment with additional research. If management
decides that a company's conduct does not contribute to the enhancement of the
quality of life in America, the stock will not be purchased. If it is already
owned by the fund, it will be sold as soon as reasonably possible, consistent
with the best interests of the fund. The fund may invest in companies with
substantial overseas activities, but management does not currently examine
corporate activities outside the U.S.
Contents
The Fund
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Goal/Approach INSIDE COVER
Main Risks 1
Past Performance 1
Expenses 2
Management 3
Financial Highlights 4
Account Information
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Account Policies 5
Distributions and Taxes 5
For More Information
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INFORMATION ON THE FUND'S RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN THE
CURRENT ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.
Fund shares are offered only to separate accounts established by insurance
companies to fund variable annuity contracts ("VA contracts") and variable life
insurance policies ("VLI policies"). Individuals may not purchase shares
directly from, or place sell orders directly with, the fund. The VA contracts
and VLI policies are described in the separate prospectuses issued by the
participating insurance companies, over which the fund assumes no
responsibility. Conflicts may arise between the interests of VA contract holders
and VLI policyholders. The board of directors will monitor events to identify
any material conflicts and, if such conflicts arise, determine what action, if
any, should be taken.
While the fund's investment objectives and policies may be similar to those of
other funds managed by the investment advisers, the fund's investment results
may be higher or lower than, and may not be comparable to, those of the other
funds.
Concepts to understand
SOCIAL SCREENING: 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 that manufactures tobacco products. Because there are few generally
accepted measures of achievement in these areas, the development of suitable
measurement techniques will be largely in the discretion and judgment of fund
management. The fund does not evaluate a company's activities not directly
related to its business (such as participation in community improvement
projects) or the secondary implications of corporate activities (for example, in
looking at banks, the business activities of their borrowers will not be
evaluated).
<PAGE>
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.
The fund's socially responsible investment criteria may limit the number of
investment opportunities available to the fund, and as a result, the fund may
produce more modest gains than funds that are not subject to such special
investment considerations.
To the extent the fund invests in midsize and small companies, the fund may
carry additional risks because their earnings tend to be less predictable, their
share prices more volatile and their securities less liquid than larger, more
established companies.
Under adverse market conditions, the fund could invest some or all of its assets
in certain fixed-income and money market securities of eligible companies and
domestic banks. Although the fund would do this to avoid losses, it could have
the effect of reducing the benefit from any upswing in the market. During the
period, the fund may not achieve its primary investment objective.
The fund may write (sell) covered call option contracts to hedge the fund's
portfolio and increase returns. There is the risk that such transactions
sometimes may reduce returns or increase volatility. At times, the fund may
engage in short-term trading, which could produce higher brokerage costs and
taxable distributions.
PAST PERFORMANCE
The two tables below provide some indication of the risks of investing in the
fund by showing the fund's annual returns and its long-term performance. The
first table shows how the fund's performance has varied from year to year. The
second table compares the performance of the fund over time to that of the S&P
500((reg.tm)), a widely recognized unmanaged index of stock performance. Both
tables assume the reinvestment of dividends and distributions. Of course, the
past is not a prediction of the future.
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Year-by-year total return AS OF 12/31 EACH YEAR (%)
1.49 34.50 21.23 28.43 29.38
89 90 91 92 93 94 95 96 97 98
BEST QUARTER: Q4 '98 +23.87%
WORST QUARTER: Q3 '98 -11.77%
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<TABLE>
Average annual total return AS OF 12/31/98
Since
inception
1 Year 5 Years (10/7/93)
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<S> <C> <C> <C>
FUND 29.38% 22.43% 23.01%
S&P 500 28.60% 24.05% 23.32%*
* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 9/30/93 IS USED AS THE
BEGINNING VALUE ON 10/7/93.
</TABLE>
What the fund is -- and isn't
The fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goals, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in the fund is not a bank deposit. It is not insured or guaranteed
by the FDIC or any other government agency. It is not a complete investment
program. You could lose money in the fund, but you also have the potential to
make money.
Additional costs
Performance information reflects the fund's expenses only and does not reflect
the fees and charges imposed by participating insurance companies under their VA
contracts or VLI policies. Because these fees and charges will reduce total
return, VA contract holders and VLI policyholders should consider them when
evaluating and comparing the fund's performance. VA contract holders and VLI
policyholders should consult the prospectus for their contract or policy for
more information.
The Fund
<PAGE 1>
EXPENSES
Investors pay certain fees and expenses in connection with the fund, which are
described in the table below. Annual fund operating expenses are paid out of
fund assets, so their effect is included in the fund's share price. As with the
performance information given previously, these figures do not reflect any fees
or charges imposed by participating insurance companies.
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Fee table
ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees 0.75%
Shareholder services fee 0.00%
Other expenses 0.05%
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TOTAL 0.80%
<TABLE>
Expense example
1 Year 3 Years 5 Years 10 Years
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<S> <C> <C> <C>
$82 $255 $444 $990
</TABLE>
This example shows what an investor could pay in expenses over time. It uses the
same hypothetical conditions other funds use in their prospectuses: $10,000
initial investment, 5% total return each year and no changes in expenses. The
figures shown would be the same whether investors sold their shares at the end
of a period or kept them. Because actual return and expenses will be different,
the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to the investment adviser for managing the fund and
assisting in all aspects of the fund's operations.
SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse Dreyfus Service
Corporation for shareholder account service and maintenance.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
<PAGE 2>
MANAGEMENT
The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages one of the nation's
leading mutual fund complexes, with more than $121 billion in more than 160
mutual fund portfolios. Dreyfus is the primary mutual fund business of Mellon
Bank Corporation, a broad-based financial services company with a bank at its
core. With more than $389 billion of assets under management and $1.9 trillion
of assets under administration and custody, Mellon provides a full range of
banking, investment and trust products and services to individuals, businesses
and institutions. Its mutual fund companies place Mellon as the leading bank
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.
During the past fiscal year, the fund paid Dreyfus an investment advisory fee at
the annual rate of 0.75% of the fund's average daily net assets.
Management philosophy
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, the firm
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.
NCM, located at 103 West Main Street, Durham, North Carolina 27705-3638, 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. As of February
28, 1999, NCM managed or administered approximately $4.49 billion in assets.
Portfolio managers
Maceo K. Sloan serves as the fund's primary portfolio manager with respect to
selection of portfolio securities. Mr. Sloan has held his position with the fund
since August 1994 and has been employed by NCM since 1986.
Paul Hilton serves as the fund's primary portfolio manager with respect to its
areas of social concern. Mr. Hilton has been employed by Dreyfus since August
1998. From April 1997 through August 1998, he was a Research Analyst in the
Social Awareness Investment program at Smith Barney Asset Management, a division
of Travelers Group. From May 1995 through April 1997, he served as a Project
Director for corporate social responsibility research at the Council on Economic
Priorities.
Concepts to understand
YEAR 2000 ISSUES: 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 from and after January 1, 2000.
Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which the fund invests may be
adversely affected by year 2000-related problems. This could have an impact on
the value of the fund's investments and its share price.
The Fund
<PAGE 3>
FINANCIAL HIGHLIGHTS
The following table describes the fund's performance for the fiscal periods
indicated. Certain information reflects financial results for a single fund
share. "Total return" shows how much your investment in the fund would have
increased (or decreased) during each period, assuming you had reinvested all
dividends and distributions. These figures have been independently audited by
Ernst & Young LLP, whose report, along with the fund's financial statements, is
included in the annual report, which is available upon request. Keep in mind
that fees and charges imposed by participating insurance companies, which are
not reflected in the table, would reduce the total returns that are shown.
<TABLE>
YEAR ENDED DECEMBER 31,
1998 1997 1996 1995 1994
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<S> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 24.97 20.09 17.31 13.23 13.38
Investment operations: Investment income -- net .05 .09 .05 .08 .35
Net realized and unrealized gain (loss)
on investments 7.28 5.63 3.63 4.49 (.15)
Total from investment operations 7.33 5.72 3.68 4.57 .20
Distributions: Dividends from investment income -- net (.05) (.10) (.05) (.08) (.35)
Dividends from net realized gain
on investments (1.17) (.74) (.85) (.41) --
Total distributions (1.22) (.84) (.90) (.49) (.35)
Net asset value, end of period 31.08 24.97 20.09 17.31 13.23
Total return (%) 29.38 28.44 21.23 34.56 1.49
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RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .80 .82 .95 1.27 .25
Ratio of interest expense and loan commitment fees to average net assets (%) .00* .00* .01 -- --
Ratio of net investment income to average net assets (%) .20 .46 .42 .70 4.58
Decrease reflected in above expense ratios due to actions by Dreyfus
and the sub-investment adviser (%) -- -- .03 .06 2.60
Portfolio turnover rate (%) 67.60 58.50 126.41 88.52 373.68
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Net assets, end of period ($ x 1,000) 477,797 275,887 114,570 31,657 10,406
* AMOUNT REPRESENTS LESS THAN .01%.
</TABLE>
<PAGE 4>
Account Information
ACCOUNT POLICIES
Buying/Selling shares
Fund shares may be purchased or sold (redeemed) by separate accounts of
participating insurance companies. VA contract holders and VLI policyholders
should consult the prospectus of the separate account of the participating
insurance company for more information about buying or selling fund shares.
The price for fund shares is the fund's NAV, which is generally calculated as of
the close of trading on the New York Stock Exchange (usually 4:00 p.m. Eastern
time) every day the exchange is open. Purchase and sale orders from separate
accounts received in proper form by the participating insurance company on a
given business day are priced at the NAV calculated on such day, provided that
the orders are received by the fund in proper form on the next business day. The
participating insurance company is responsible for properly transmitting
purchase and sale orders.
Wire purchase payments may be made if the bank account of the participating
insurance company is in a commercial bank that is a member of the Federal
Reserve System or any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The Bank of New York
(DDA#8900118474/The Dreyfus Socially Responsible Growth Fund, Inc.), for
purchase of fund shares. The wire must include the fund account number (for new
accounts, a taxpayer identification number should be included instead), account
registration and dealer number if applicable of the participating insurance
company.
The fund's investments are generally valued based on market value, or where
market quotations are not readily available, based on fair value as determined
in good faith by the fund's board.
DISTRIBUTIONS AND TAXES
The fund generally pays dividends from its net investment income and distributes
any net capital gains that it has realized once a year. Distributions will be
reinvested in the fund unless instructed otherwise by a participating insurance
company.
Since the fund's shareholders are the participating insurance companies and
their separate accounts, the tax treatment of dividends and distributions will
depend on the tax status of the participating insurance company. Accordingly, no
discussion is included as to the federal income tax consequences to VA contract
holders and VLI policyholders. For this information, VA contract holders and VLI
policyholders should consult the prospectus of the separate account of the
participating insurance company or their tax advisers.
Participating insurance companies should consult their tax advisers about
federal, state and local tax consequences.
Who the shareholders are
The participating insurance companies and their separate accounts are the
shareholders of the fund. From time to time, a shareholder may own a substantial
number of fund shares. The sale of a large number of shares could hurt the
fund's net asset value per share (NAV).
Account Information
<PAGE 5>
For More Information
The Dreyfus Socially Responsible Growth Fund, Inc.
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SEC file number: 811-7044
More information on this fund is available free upon request, including the
following:
Annual/Semiannual Report
Describes the fund's performance, lists portfolio holdings and contains a letter
from the fund's manager discussing recent market conditions, economic trends
and fund strategies that significantly affected the fund's performance during
the last fiscal year.
Statement of Additional Information (SAI)
Provides more details about the fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
To obtain information:
BY TELEPHONE Call 1-800-554-4611 or 516-338-3300
BY MAIL Write to: The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from: http://www.sec.gov
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.
(c) 1999, Dreyfus Service Corporation
111P0599
This prospectus is printed on recycled paper.
<PAGE>
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
(STATEMENT OF ADDITIONAL INFORMATION)
PART B
MAY 1, 1999
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, 1999, 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 1-800-554-4611 or 516-338-3300.
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 Fund's most recent Annual Report and Semi-Annual Report to
Shareholders are separate documents supplied with this Statement of
Additional Information, and the financial statements, accompanying notes and
report of independent auditors appearing in the Annual Report are
incorporated by reference into this Statement of Additional Information.
TABLE OF CONTENTS
Page
Description of the Fund B-2
Management of the Fund B-9
Management Agreements B-12
Shareholder Services Plan B-17
How to Buy Shares B-17
How to Redeem Shares B-18
Determination of Net Asset Value B-19
Dividends, Distributions and Taxes B-20
Portfolio Transactions B-22
Performance Information B-23
Information About the Fund B-24
Counsel and Independent Auditors B-25
DESCRIPTION OF THE FUND
The Fund is a Maryland corporation that was formed on July 20, 1992 and
commenced operations on October 7, 1993. The Fund is an open-end management
investment company, known as a mutual fund. The Fund is a diversified fund,
which means that, with respect to 75% of the Fund's total assets, the Fund
will not invest more than 5% of its assets in the securities of any single
issuer.
The Dreyfus Corporation (the "Manager") serves as the Fund's investment
adviser. The Manager has engaged NCM Capital Management Group, Inc. ("NCM")
to serve 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.
Certain Portfolio Securities
The following information supplements and should be read in conjunction
with the Fund's Prospectus.
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 invest some or all of its assets in securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities,
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. The Fund also
may purchase these types of securities when it has cash reserves or in
anticipation of taking a market position.
U.S. Government Securities. U.S. Government securities 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.
Foreign Securities. The Fund may invest in foreign securities.
Foreign securities markets generally are not as developed or efficient as
those in the United States. Securities of some foreign issuers are less
liquid and more volatile than securities of comparable U.S. issuers.
Similarly, volume and liquidity in most foreign securities markets are less
than in the United States and, at times, volatility of price can be greater
than in the United States.
Because evidences of ownership of such securities usually are held
outside the United States, the Fund will be subject to additional risks
which include possible adverse political and economic developments, seizure
or nationalization of foreign deposits and adoption of governmental
restrictions which might adversely affect or restrict the payment of
principal and interest on the foreign securities to investors located
outside the country of the issuer, whether from currency blockage or
otherwise.
Since foreign securities often are purchased with and payable in
currencies of foreign countries, the value of these assets as measured in
U.S. dollars may be affected favorably or unfavorably by changes in currency
rates and exchange control regulations.
Illiquid Securities. 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 objectives. Illiquid
securities are securities which are not readily marketable, including those
with legal or contractual 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"). The Fund's
Board has directed the Manager to monitor 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. 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, which could adversely affect the Fund's net asset value.
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.
Repurchase Agreements. Repurchase agreements involve the acquisition
by the Fund of an underlying debt instrument subject to an obligation of the
seller to repurchase, and the Fund to resell, the instrument at a fixed
price, usually not more than one week after its purchase. The Fund's
custodian will have custody of, and will hold in a segregated account,
securities acquired by the Fund under a repurchase agreement. Repurchase
agreements are considered by the staff of the Securities and Exchange
Commission to be loans by the Fund. In an attempt to reduce the risk of
incurring a loss on a repurchase agreement, the Fund will enter into
repurchase agreements only with domestic banks with total assets in excess
of one billion dollars or primary government securities dealers reporting to
the Federal Reserve Bank of New York, with respect to securities of the type
in which the Fund may invest, and the Fund will require that additional
securities be deposited with its custodian if the value of the securities
purchased should decrease below resale price. The Manager 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. 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. 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.
Bankers' Acceptances. Bankers' acceptances are credit instruments
evidencing the obligation of a bank to pay a draft drawn on it by a
customer. These instruments reflect the obligation both of the bank and the
drawer to pay the face amount of the instrument upon maturity.
Investment Techniques
The following information supplements and should be read in conjunction
with the Fund's Prospectus.
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.
Borrowing Money. The Fund is permitted to borrow to the extent
permitted under the Investment Company Act of 1940, as amended (the "Act"),
which permits an investment company to borrow an amount up to 33 1/3% of the
value of its total assets. 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.
Other Investment Considerations and Risks
The following information supplements and should be read in conjunction
with the Fund's Prospectus.
The Fund's objectives and special considerations (social screens), as
described in the Fund's Prospectus, cannot be changed without approval by
the holders of a majority, as defined in 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 in
the Prospectus without shareholder approval.
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.
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.
Simultaneous Investments. Investment decisions for the Fund are made
independently from those of other investment companies advised by the
Manager and NCM. However, if such other investment companies desire to
invest in, or dispose of, the same securities as the Fund, available
investments or opportunities for sales will be allocated equitably to each.
In some cases, this procedure may adversely affect the size of the position
obtained for or disposed of by the Fund or the price paid or received by the
Fund.
State Insurance Regulation. The Fund is intended to be a funding
vehicle for VA contracts and VLI policies to be offered by Participating
Insurance Companies and will seek to be offered in as many jurisdictions as
possible. Certain states have regulations concerning concentration of
investments and certain investment techniques. If applied to the Fund, the
Fund may be limited in its ability to engage in such techniques and to
manage its portfolio with the flexibility provided herein. It is the Fund's
intention to operate in material compliance with current insurance laws and
regulations, as applied, in each jurisdiction in which the Fund is offered.
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 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 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. As non-fundamental policies, these policies may be changed by
vote of a majority of the Board of Directors at any time.
MANAGEMENT OF THE FUND
The Fund's Board is responsible for the management and supervision of
the Fund. The Board approves all significant agreements with those
companies that furnish services to the Fund. These companies are as
follows:
The Dreyfus Corporation Investment Adviser
NCM Capital Management Group, Inc. Sub-Investment Adviser
Premier Mutual Fund Services, Inc. Distributor
Dreyfus Transfer, Inc. Transfer Agent
Mellon Bank, N.A. Custodian
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.
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 65 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
Communications Satellite 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. From 1980 to 1994, Mrs. Benson was a
director of The Grumman Corporation and of the General RE Corporation
from 1990 to 1998. 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 71 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, The Noel Group, Inc.,
a venture capital company (for which, from February 1995 until November
1997, he was Chairman of the Board), Career Blazers, Inc. (formerly,
Staffing Resources, Inc.), a temporary placement agency, HealthPlan
Services Corporation, a provider of marketing, administrative and risk
management services to health and other benefit programs, Carlyle
Industries, Inc. (formerly, Belding Heminway, Inc.), a button packager
and distributor, and Century Business Services, Inc. (formerly,
International Alliance Services, Inc.), a provider of various
outsourcing services for small and medium sized 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. From August 1994 until
December 31, 1994, he was a director of Mellon Bank Corporation. He is
55 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 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, 1998, is as follows:
Total Compensation
Aggregate From Fund and
Name of Board Compensation From Fund Complex
Member Fund** Paid to Board Member
Clifford L. Alexander $2,500 $ 80,918 (38)
Lucy Wilson Benson $2,500 $ 77,168 (24)
Joseph S. DiMartino $3,125 $619,660 (187)
____________________________
* Represents the number of separate portfolios comprising the investment
companies in the Fund Complex, including the Fund, for which the Board
member serves.
** Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $1,401 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 42 years old.
MARGARET W. CHAMBERS, Vice President and Secretary. Senior Vice President
and General Counsel of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
August 1996 to March 1998, she was Vice President and Assistant General
Counsel for Loomis, Sayles & Company, L.P. From January 1986 to July
1996, she was an associate with the law firm of Ropes & Gray. She is
39 years old.
STEPHANIE D. PIERCE, Vice President, Assistant Secretary and Assistant
Treasurer. Vice President and Client Development Manager of Funds
Distributor, Inc., and an officer of other investment companies advised
or administered by the Manager. From April 1997 to March 1998, she was
employed as a Relationship Manager with Citibank, N.A. From August 1995
to April 1997, she was an Assistant Vice President with Hudson Valley
Bank, and from September 1990 to August 1995, she was Second Vice
President with Chase Manhattan Bank. She is 30 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 35 years old.
GEORGE A. RIO, Vice President and Assistant Treasurer. Executive Vice
President and Client Service Director of Funds Distributor, Inc., and
an officer of other investment companies advised or administered by the
Manager. From June 1995 to March 1998, he was Senior Vice President
and Senior Key Account Manager for Putnam Mutual Funds. From May 1994
to June 1995, he was Director of Business Development for First Data
Corporation. From September 1983 to May 1994, he was Senior Vice
President and Manager of Client Services and director of Internal Audit
at The Boston Company, Inc. He is 44 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 36 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. He is 30 years old.
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice
President and Senior Associate General Counsel of 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. He is 34 years old.
KATHLEEN K. MORRISEY, Vice President and Assistant Secretary. Manager of
Treasury Services Administration 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 26 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 U.S. Trust Company of New
York, where she held various sales and marketing positions. She is 37
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 26, 1999.
The following persons are known by the Fund to own of record 5% or more
of the Fund's outstanding voting securities on April 26, 1999: Nationwide
Variable Account II, CO47 c/o IPO, P.O. Box 182029, Columbus, OH 43218-2029
- - 53.85%; TransAmerica Occidental Life Insurance Company, Separate Account
VA-2L, Accounting Department, P.O. Box 33849, Charlotte, NC 28233-3849 -
12.09%; Nationwide Life Insurance Co., NWVA-9, c/o IPO Portfolio Accounting,
P.O. Box 182029, Columbus, OH 43218-2029 - 10.71%; Nationwide Multi-Flex
(NEA), CO48 c/o IPO, P.O. Box 182029, Columbus, OH
43218-2029 - 7.60%.
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.
MANAGEMENT ARRANGEMENTS
Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). 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.
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 16, 1998. 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, 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 years ended
December 31, 1997 and December 31, 1998 the investment advisory fees
amounted to $1,447,157 and $2,684,102, respectively.
The following persons are officers and/or directors of the Manager:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment
Officer and a director; Thomas F. Eggers, Vice Chairman-Institutional and a
director; Lawrence S. Kash, Vice Chairman and a director; Ronald P.
O'Hanley, III, Vice Chairman; J. David Officer, Vice Chairman and a
director; William T. Sandalls, Jr., Executive Vice President; Mark N.
Jacobs, Vice President, General Counsel and Secretary; Diane P. Durnin, Vice
President-Product Development; Patrice M. Kozlowski, Vice President-
Corporate Communications; Mary Beth Leibig, Vice President-Human Resources;
Andrew S. Wasser, Vice President-Information Systems; Theodore A. Schachar,
Vice President; Wendy Strutt, Vice President; Richard Terres, Vice
President; William H. Maresca, Controller; James Bitetto, Assistant
Secretary; Steven F. Newman, Assistant Secretary; and Mandell L. Berman,
Burton C. Borgelt, Steven G. Elliot, Martin C. McGuinn, Richard W. Sabo and
Richard F. Syron, directors.
Sub-Investment Adviser. NCM provides sub-investment advisory services
to the Fund pursuant to an Amended and Restated Sub-Investment Advisory
Agreement dated April 22, 1996 between the Manager and NCM (the "Sub-
Investment Advisory Agreement"). The Sub-Investment Advisory Agreement is
subject to annual approval by (i) the Board of Directors of the Fund or (ii)
vote of a majority (as defined in the Act) of the Fund's outstanding voting
securities, provided that in either event the continuance also is approved
by a majority of the Directors who are not "interested persons" (as defined
in the Act) of any party to the Sub-Investment Advisory Agreement, by vote
cast in person at a meeting called for the purpose of voting on such
approval. The Board of Directors, including a majority of the Directors who
are not "interested persons," last approved the Sub-Investment Advisory
Agreement at a meeting held on July 16, 1998. Shareholders approved the Sub-
Investment Advisory Agreement on April 18, 1996. The 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 Sub-Investment Advisory Agreement is terminable without
penalty, on 60 days' notice, by the Manager, by the Board of Directors of
the Fund or by vote of the holders of a majority of the Fund's shares, or,
upon not less than 90 days' notice, by NCM. The Sub-Investment Advisory
Agreement will terminate automatically in the event of its assignment (as
defined in the Act). In addition, if the Management Agreement terminates
for any reason, the Sub-Investment Advisory Agreement will terminate
effective upon the date the Management Agreement terminates.
As compensation for NCM's services under the Sub-Investment Advisory
Agreement, the Manager has agreed to pay NCM a fee, payable monthly, at an
annual rate as set forth below:
Annual Fee as a Percentage of
Total Assets Average Daily Net Assets
0 to $32 million .10 of 1%
In excess of $32 million to $150 million .15 of 1%
In excess of $150 million to $300 million .20 of 1%
In excess of $300 million .25 of 1%
For the period from 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
the Manager. Pursuant to the Former NCM Agreement, the Manager paid 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 period from
January 1, 1996 to April 21, 1996, the Manager 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, the Manager paid NCM a sub-advisory fee
of $54,267 pursuant to the Sub-Investment Advisory Agreement. For the
fiscal years ended December 31, 1997 and 1998, the Manager paid NCM a sub-
investment advisory fee of $296,615 and $654,784, respectively, pursuant to
the Sub-Investment Advisory Agreement.
At a meeting of the Fund's Board of Directors held on January 14, 1999,
the Board approved a new sub-investment advisory agreement between the
Manager and NCM, relating to the Fund (the "New Sub-Investment Advisory
Agreement"), the terms of which (including the fee structure pursuant to
which the Manager pays NCM) are identical to the terms of the Sub-Investment
Advisory Agreement in all material respects. Fund shareholders approved the
New Sub-Investment Advisory Agreement at a Special Meeting of Shareholders
held on April 14, 1999. It is currently contemplated that the New Sub-
Investment Advisory Agreement will become effective, and will replace the
Sub-Investment Advisory Agreement, on or about June 30, 1999.
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 and Chief Operating Officer; Victoria Treadwell,
Senior Vice President and Director of Client Services; Paul L. VanKampen,
Senior Vice President and Director of Fixed Income; Tammie F. Coley, Senior
Vice President and Chief Financial Officer; David C. Carter, Vice President;
Michael J. Ferraro, Vice President and Director of Trading; David A.
Halloran, Senior Vice President and Director of Equities; Linda Jordan,
Regional Vice President-Marketing; Lorenzo Newsome, Senior Vice President
and Director of Fixed Income-Research; Marc Reid, Vice President-Client
Services; Drake J. Craig, Vice-President; Reginald Weaver, Assistant Vice
President-Trading.
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 Paul A. Hilton (with respect to the Fund's
areas of special concern) Maceo K. Sloan and Clifford Mpare. The Manager
and NCM also maintain research departments with professional staffs of
portfolio managers and securities analysts who provide research services for
the Fund as well as for other funds advised by the Manager or NCM.
The Manager has a personal securities trading policy (the "Policy")
which restricts the personal securities transactions of its employees. Its
primary purpose is to ensure that personal trading by the Manager's
employees does not disadvantage any fund managed by the Manager. Under the
Policy, the Manager's employees must preclear personal transactions in
securities not exempt under the Policy. In addition, the Manager's
employees must report their personal securities transactions and holdings,
which are reviewed for compliance with the Policy. In that regard, the
Manager's portfolio managers and other investment personnel also are subject
to the oversight of Mellon's Investment Ethics Committee. The Manager's
portfolio managers and other investment personnel who comply with the
Policy's preclearance and disclosure procedures, and the requirements of the
Committee, may be permitted to purchase, sell or hold securities which also
may be or are held in fund(s) they manage or for which they otherwise
provide investment advice.
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 fees, 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 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.
The Manager maintains office facilities on behalf of the Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund. The Manager, 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. The Manager also may make such
advertising and promotional expenditures, using its own resources, as it
from time to time deems appropriate.
The Distributor. The Distributor, located at 60 State Street, Boston,
Massachusetts 02109, serves as the Fund's distributor on a best efforts
basis pursuant to an agreement which is renewable annually.
Transfer and Dividend Disbursing Agent and Custodian. Dreyfus
Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the
Manager, 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 maintenance of shareholder
account records for the Fund, the handling of certain communications between
shareholders and the Fund and the payment of dividends and distributions
payable by the Fund. For these services, the Transfer Agent receives a
monthly fee computed on the basis of the number of shareholder accounts it
maintains for the Fund during the month, and is reimbursed for certain out-
of-pocket expenses.
Mellon Bank, N.A., the Manager's parent, One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258, acts as custodian of the Fund's investments.
Under a custody agreement with the Fund, Mellon Bank, N.A. holds the Fund's
securities and keeps all necessary accounts and records. For its custody
services, Mellon Bank, N.A. receives a monthly fee based on the market value
of the Fund's assets held in custody and receives certain securities
transaction charges.
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
the Manager, 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.
A quarterly report of the amounts expended under the Shareholder
Services Plan, and the purposes for which such expenditures were incurred,
must be made to the Fund's Board for its review. In addition, the
Shareholder Services Plan provides that material amendments of the Plan must
be approved by the Fund's Board, 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 Shareholder Services
Plan, by vote cast in person at a meeting called for the purpose of
considering such amendments. The Shareholder Services 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 Shareholder
Services 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 Shareholder Services
Plan.
For the fiscal year ended December 31, 1998, $4,500 was charged to the
Fund under the Shareholder Services Plan.
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 based on premiums and
transaction requests received by the Participating Insurance Company on a
given business day in accordance with procedures established by the
Participating Insurance Company will be effected at the Fund's net asset
value determined on such business day if the orders are received by the Fund
in proper form and in accordance with applicable requirements 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 the next business day
in accordance with applicable requirements. It is each Participating
Insurance Company's responsibility to properly transmit purchase orders and
Federal Funds in accordance with applicable requirements. VA contract
holders and VLI policy holders should refer to the prospectus for their
contracts or policies in this regard.
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."
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 received by the
Participating Insurance Company from separate accounts on a given business
day in accordance with procedures established by the Participating Insurance
Company will be effected at the Fund's net asset value determined on such
business day if the requests are received by the Fund in proper form and in
accordance with applicable requirements on the next business day. It is
each Participating Insurance Company's responsibility to properly transmit
redemption requests in accordance with applicable requirements. VA contract
holders and VLI policy holders should consult their Participating Insurance
Company in this regard. The value of the shares redeemed may be more or
less than their original cost, depending on the Fund's then-current net
asset value. No charges are imposed by the Fund when shares are redeemed.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and Exchange
Commission.
Should any conflict between VA contract holders and VLI policy holders
arise which would require that a substantial amount of net assets be
withdrawn, orderly portfolio management could be disrupted to the potential
detriment of such contract holders and policy holders.
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 and is a fundamental policy, which may not be changed without
shareholder approval. 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 Redemptions. 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
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. Bid price is used when no
asked price is available. Market quotations of foreign securities in
foreign currencies are translated into U.S. dollars at the prevailing rates
of exchange. Short-term investments are carried at amortized cost, which
approximates value. 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
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 earnings 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," 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 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 as 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 on "straddle positions" may be recharacterized as
short term capital gain or ordinary income.
The Taxpayer Relief Act of 1997 included constructive sale provisions
that generally 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 an 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. For example, the Fund could be
required to take into account annually a portion of the discount (or deemed
discount) at which such securities were issued and to distribute such
portion 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.
For more information concerning federal income tax consequences, Policy
owners should refer to the prospectus for their contracts or 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 based on their
sales of shares of other funds advised by the Manager or its affiliates, or
NCM, as well as 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.
The Fund contemplates that, consistent with the policy of obtaining the
most favorable net price, brokerage transactions may be conducted through
the Manager or its affiliates. The Fund's Board has adopted procedures in
conformity with Rule 17e-1 under the Act to ensure that all brokerage
commissions paid to the Manager or its affiliates are reasonable and fair.
For its portfolio securities transactions for the fiscal years ended
December 31, 1996, 1997 and 1998, the Fund paid total brokerage commissions
of $193,281, $280,682 and $517,419, respectively, none of which was paid to
the Distributor. For the fiscal year ended December 31, 1997 there were no
spreads or concessions on principal transactions. For the fiscal years
ended December 31, 1996, and 1998, concessions on principal transactions
totaled $5,950 and $36,937, respectively.
The Fund's portfolio turnover rates (exclusive of U.S. Government
securities and short-term investments) for the fiscal years ended December
31, 1997 and 1998 were 58.50% and 67.60%, respectively. The Fund will not
seek to realize profits by anticipating short-term market movements. 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 100%. When extraordinary market conditions
prevail, a higher turnover rate and increased brokerage expenses may be
expected.
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
$120,317,882 $106,926
PERFORMANCE INFORMATION
Performance figures for the Fund will not reflect the separate charges
applicable to the Policies offered by Participating Insurance Companies.
The Fund's average annual total return for the 1, 5 and 5.24 year
periods ended December 31, 1998 was 29.38%, 22.43% and 23.01%, 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, 1998 was 195.34%. 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.
Performance will vary from time to time and past results are not
necessarily representative of future results. Investors 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, such as that described above, may not provide a
basis for comparison with other investments or other investment companies
using a different method of calculating performance. The effective yield
and total return for the Fund should be distinguished from the rate of
return of a corresponding sub-account 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. 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.
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
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.
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 Fund sends annual and semi-annual financial statements to all its
shareholders.
COUNSEL AND INDEPENDENT AUDITORS
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, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as independent auditors of the
Fund. The auditors examine the Fund's financial statements and provide
other audit, tax and related services.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
PART C. OTHER INFORMATION
___________________________
Item 23. Exhibits
_______ _____________________________________________________
(a) Registrant's Articles of Incorporation and Articles of Amendment
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.
(b) 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.
(d) Management Agreement and Amended and Restated Sub-Investment
Advisory Agreement are 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 and Exhibit (5)(b) of Post-
Effective Amendment No. 3 to the Registration Statement on Form
N-1A, filed on April 25, 1996.
(e) 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.
(g) Custody Agreement and Sub-Custodian Agreement are incorporated by
reference to Exhibits (8)(a) and (b) of Post-Effective Amendment
No. 6 to the Registration Statement on Form N-1A, filed on April
22, 1997.
(h) Shareholder Services Plan is incorporated by reference to Exhibit
(9) of Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A, filed on March 1, 1995.
(i) 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.
(j) Consent of Independent Auditors.
(m) Financial Data Schedule.
Item 23. Exhibits - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Power of Attorney is incorporated by reference to Other
Exhibits (a) of Post Effective Amendment No. 8 to the
Registration Statement on Form N-1A, filed on March 1,
1999.
(b) Certificate of Assistant Secretary is incorporated by
reference to Other Exhibits (b) of Post-Effective
Amendment No. 8 to the Registration Statement on Form N-
1A, filed on March 1, 1999.
Item 24. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 25. 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 Form N-1A, filed on March 1, 1995.
Item 26. 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.
<TABLE>
<CAPTION>
ITEM 26. Business and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser
<S> <C> <C> <C>
Name and Position
With Dreyfus Other Businesses Position Held Dates
Christopher M. Condron Franklin Portfolio Associates, LLC* Director 1/97 - Present
Chairman of the Board and
Chief Executive Officer
TBCAM Holdings, Inc.* Director 10/97 - Present
President 10/97 - 6/98
Chairman 10/97 - 6/98
The Boston Company Director 1/98 - Present
Asset Management, LLC* Chairman 1/98 - 6/98
President 1/98 - 6/98
The Boston Company President 9/95 - 1/98
Asset Management, Inc.* Chairman 4/95 - 1/98
Pareto Partners Partner Representative 11/95 - 5/97
271 Regent Street
London, England W1R 8PP
Franklin Portfolio Holdings, Inc.* Director 1/97 - Present
Certus Asset Advisors Corp.** Director 6/95 -Present
Mellon Capital Management Director 5/95 -Present
Corporation***
Mellon Bond Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Bond Associates+ Trustee 5/95 -1/98
Mellon Equity Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Equity Associates+ Trustee 5/95 - 1/98
Boston Safe Advisors, Inc.* Director 5/95 - Present
President 5/95 - Present
Mellon Bank, N.A. + Director 1/99 - Present
Chief Operating Officer 3/98 - Present
President 3/98 - Present
Vice Chairman 11/94 - 3/98
Mellon Bank Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
Christopher M. Condron The Boston Company, Inc.* Vice Chairman 1/94 - Present
Chairman and Chief Director 5/93 - Present
Executive Officer
(Continued) Laurel Capital Advisors, LLP+ Exec. Committee 1/98 - 8/98
Member
Laurel Capital Advisors+ Trustee 10/93 - 1/98
Boston Safe Deposit and Trust Director 5/93 -Present
Company*
The Boston Company Financial President 6/89 - Present
Strategies, Inc. * Director 6/89 - Present
Mandell L. Berman Self-Employed Real Estate Consultant, 11/74 - Present
Director 29100 Northwestern Highway Residential Builder and
Suite 370 Private Investor
Southfield, MI 48034
Burton C. Borgelt DeVlieg Bullard, Inc. Director 1/93 - Present
Director 1 Gorham Island
Westport, CT 06880
Mellon Bank Corporation+ Director 6/91 - Present
Mellon Bank, N.A. + Director 6/91 - Present
Dentsply International, Inc. Director 2/81 - Present
570 West College Avenue
York, PA
Quill Corporation Director 3/93 - Present
Lincolnshire, IL
Stephen E. Canter Dreyfus Investment Chairman of the Board 1/97 - Present
President, Chief Operating Advisors, Inc.++ Director 5/95 - Present
Officer, Chief Investment President 5/95 - Present
Officer, and Director
Newton Management Limited Director 2/99 - Present
London, England
Mellon Bond Associates, LLP+ Executive Committee 1/99 - Present
Member
Mellon Equity Associates, LLP+ Executive Committee 1/99 - Present
Member
Franklin Portfolio Associates, LLC* Director 2/99 - Present
Franklin Portfolio Holdings, Inc.* Director 2/99 - Present
The Boston Company Asset Director 2/99 - Present
Management, LLC*
TBCAM Holdings, Inc.* Director 2/99 - Present
Mellon Capital Management Director 1/99 - Present
Corporation***
Stephen E. Canter Founders Asset Management, LLC Member, Board of 12/97 - Present
President, Chief Operating 2930 East Third Ave. Managers
Officer, Chief Investment Denver, CO 80206 Acting Chief Executive 7/98 - 12/98
Officer, and Director Officer
(Continued)
The Dreyfus Trust Company+++ Director 6/ 95 - Present
Thomas F. Eggers Dreyfus Service Corporation++ Executive Vice President 4/96 - Present
Vice Chairman - Institutional Director 9/96 - Present
and Director
Founders Asset Management, LLC Member, Board of 2/99 - Present
2930 East Third Avenue Managers
Denver, CO 80206
Steven G. Elliott Mellon Bank Corporation+ Senior Vice Chairman 1/99 - Present
Director Chief Financial Officer 1/90 - Present
Vice Chairman 6/92 - 1/99
Treasurer 1/90 - 5/98
Mellon Bank, N.A.+ Senior Vice Chairman 3/98 - Present
Vice Chairman 6/92 - 3/98
Chief Financial Officer 1/90 - Present
Mellon EFT Services Corporation Director 10/98 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Mellon Financial Services Director 1/96 - Present
Corporation #1 Vice President 1/96 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Boston Group Holdings, Inc.* Vice President 5/93 - Present
APT Holdings Corporation Treasurer 12/87 - Present
Pike Creek Operations Center
4500 New Linden Hill Road
Wilmington, DE 19808
Allomon Corporation Director 12/87 - Present
Two Mellon Bank Center
Pittsburgh, PA 15259
Collection Services Corporation Controller 10/90 - 2/99
500 Grant Street Director 9/88 - 2/99
Pittsburgh, PA 15258 Vice President 9/88 - 2/99
Treasurer 9/88 - 2/99
Mellon Financial Company+ Principal Exec. Officer 1/88 - Present
Chief Financial Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+ Chairman 7/89 - 11/97
President 4/88 - 11/97
Chief Executive Officer 4/88 - 11/97
Mellon International Investment Director 9/89 - 8/97
Corporation+
Steven G. Elliott Mellon Financial Services Treasurer 12/87 - Present
Director (Continued) Corporation # 5+
Mellon Financial Markets, Inc.+ Director 1/99 - Present
Mellon Financial Services Director 1/99 - Present
Corporation #17
Fort Lee, NJ
Mellon Mortgage Company Director 1/99 - Present
Houston, TX
Mellon Ventures, Inc. + Director 1/99 - Present
Lawrence S. Kash Dreyfus Investment Director 4/97 - Present
Vice Chairman Advisors, Inc.++
And Director
Dreyfus Brokerage Services, Inc. Chairman 11/97 - Present
401 North Maple Ave. Chief Executive Officer 11/97 - Present
Beverly Hills, CA
Dreyfus Service Corporation++ Director 1/95 - 2/99
President 9/96 - 3/99
Dreyfus Precious Metals, Inc.++ + Director 3/96 - 12/98
President 10/96 - 12/98
Dreyfus Service Director 12/94 - Present
Organization, Inc.++ President 1/97 - Present
Seven Six Seven Agency, Inc. ++ Director 1/97 - Present
Dreyfus Insurance Agency of Chairman 5/97 - Present
Massachusetts, Inc.++++ President 5/97 - Present
Director 5/97 - Present
The Dreyfus Trust Company+++ Chairman 1/97 - 1/99
President 2/97 - 1/99
Chief Executive Officer 2/97 - 1/99
Director 12/94 - Present
The Dreyfus Consumer Credit Chairman 5/97 - Present
Corporation++ President 5/97 - Present
Director 12/94 - Present
Founders Asset Management, LLC Member, Board of 12/97 - Present
2930 East Third Avenue Managers
Denver, CO. 80206
The Boston Company Advisors, Chairman 12/95 - Present
Inc. Chief Executive Officer 12/95 - Present
Wilmington, DE President 12/95 - Present
The Boston Company, Inc.* Director 5/93 - Present
President 5/93 - Present
Mellon Bank, N.A.+ Executive Vice President 6/92 - Present
Laurel Capital Advisors, LLP+ Chairman 1/98 - 8/98
Executive Committee 1/98 - 8/98
Member
Chief Executive Officer 1/98 - 8/98
President 1/98 - 8/98
Lawrence S. Kash Laurel Capital Advisors, Inc. + Trustee 12/91 - 1/98
Vice Chairman Chairman 9/93 - 1/98
And Director (Continued) President and CEO 12/91 - 1/98
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Martin G. McGuinn Mellon Bank Corporation+ Chairman 1/99 - Present
Director Chief Executive Officer 1/99 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 1/99
Mellon Bank, N. A. + Chairman 3/98 - Present
Chief Executive Officer 3/98 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 3/98
Mellon Leasing Corporation+ Vice Chairman 12/96 - Present
Mellon Bank (DE) National Director 4/89 - 12/98
Association
Wilmington, DE
Mellon Bank (MD) National Director 1/96 - 4/98
Association
Rockville, Maryland
Mellon Financial Vice President 9/86 - 10/97
Corporation (MD)
Rockville, Maryland
J. David Officer Dreyfus Service Corporation++ Executive Vice President 5/98 - Present
Vice Chairman Director 3/99 - Present
And Director
Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Seven Six Seven Agency, Inc.++ Director 10/98 - Present
Mellon Residential Funding Corp. + Director 4/97 - Present
Mellon Trust of Florida, N.A. Director 8/97 - Present
2875 Northeast 191st Street
North Miami Beach, FL 33180
Mellon Bank, NA+ Executive Vice President 7/96 - Present
The Boston Company, Inc.* Vice Chairman 1/97 - Present
Director 7/96 - Present
Mellon Preferred Capital Director 11/96 - Present
Corporation*
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - Present
Services, Inc.* Director 8/96 - Present
Boston Safe Deposit and Trust Director 7/96 - Present
Company* President 7/96 - 1/99
J. David Officer Mellon Trust of New York Director 6/96 - Present
Vice Chairman and 1301 Avenue of the Americas
Director (Continued) New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
Mellon Bank, N.A.+ Executive Vice President 2/94 - Present
Mellon United National Bank Director 3/98 - Present
1399 SW 1st Ave., Suite 400
Miami, Florida
Boston Group Holdings, Inc.* Director 12/97 - Present
Dreyfus Financial Services Corp. + Director 9/96 - Present
Dreyfus Investment Services Director 4/96 - Present
Corporation+
Richard W. Sabo Founders Asset Management LLC President 12/98 - Present
Director 2930 East Third Avenue Chief Executive Officer 12/98 - Present
Denver, CO. 80206
Prudential Securities Senior Vice President 07/91 - 11/98
New York, NY Regional Director 07/91 - 11/98
Richard F. Syron American Stock Exchange Chairman 4/94 - Present
Director 86 Trinity Place Chief Executive Officer 4/94 - Present
New York, NY 10006
Ronald P. O'Hanley Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
TBCAM Holdings, Inc.* Chairman 6/98 - Present
Director 10/97 - Present
The Boston Company Asset Chairman 6/98 - Present
Management, LLC* Director 1/98 - 6/98
The Boston Company Asset Director 2/97 - 12/97
Management, Inc. *
Boston Safe Advisors, Inc.* Chairman 6/97 - Present
Director 2/97 - Present
Pareto Partners Partner Representative 5/97 - Present
271 Regent Street
London, England W1R 8PP
Mellon Capital Management Director 5/97 -Present
Corporation***
Certus Asset Advisors Corp.** Director 2/97 - Present
Mellon Bond Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon Equity Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon-France Corporation+ Director 3/97 - Present
Ronald P. O'Hanley Laurel Capital Advisors+ Trustee 3/97 - Present
Vice Chairman (Continued)
Mark N. Jacobs Dreyfus Investment Director 4/97 - Present
General Counsel, Advisors, Inc.++ Secretary 10/77 - 7/98
Vice President, and
Secretary The Dreyfus Trust Company+++ Director 3/96 - Present
The TruePenny Corporation++ President 10/98 - Present
Director 3/96 - Present
Dreyfus Service Director 3/97 - Present
Organization, Inc.++
William H. Maresca The Dreyfus Trust Company+++ Director 3/97 - Present
Controller
Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present
Dreyfus Consumer Credit Corp. ++ Treasurer 10/98 -Present
Dreyfus Investment Treasurer 10/98 - Present
Advisors, Inc. ++
Dreyfus-Lincoln, Inc. Vice President 10/98 - Present
4500 New Linden Hill Road
Wilmington, DE 19808
The TruePenny Corporation++ Vice President 10/98 - Present
Dreyfus Precious Metals, Inc. +++ Treasurer 10/98 - 12/98
The Trotwood Corporation++ Vice President 10/98 - Present
Trotwood Hunters Corporation++ Vice President 10/98 - Present
Trotwood Hunters Site A Corp. ++ Vice President 10/98 - Present
Dreyfus Transfer, Inc. Chief Financial Officer 5/98 - Present
One American Express Plaza,
Providence, RI 02903
Dreyfus Service Assistant Treasurer 3/93 - Present
Organization, Inc.++
Dreyfus Insurance Agency of Assistant Treasurer 5/98 - Present
Massachusetts, Inc.++++
William T. Sandalls, Jr. Dreyfus Transfer, Inc. Chairman 2/97 - Present
Executive Vice President One American Express Plaza,
Providence, RI 02903
Dreyfus Service Corporation++ Director 1/96 - Present
Executive Vice President 2/97 - Present
Chief Financial Officer 2/97-12/98
Dreyfus Investment Director 1/96 - Present
Advisors, Inc.++ Treasurer 1/96 - 10/98
William T. Sandalls, Jr. Dreyfus-Lincoln, Inc. Director 12/96 - Present
Executive Vice President 4500 New Linden Hill Road President 1/97 - Present
(Continued) Wilmington, DE 19808
Seven Six Seven Agency, Inc.++ Director 1/96 - 10/98
Treasurer 10/96 - 10/98
The Dreyfus Consumer Director 1/96 - Present
Credit Corp.++ Vice President 1/96 - Present
Treasurer 1/97 - 10/98
Dreyfus Partnership President 1/97 - 6/97
Management, Inc.++ Director 1/96 - 6/97
Dreyfus Service Organization, Director 1/96 - 6/97
Inc.++ Executive Vice President 1/96 - 6/97
Treasurer 10/96- Present
Dreyfus Insurance Agency of Director 5/97 - Present
Massachusetts, Inc.++++ Treasurer 5/97- Present
Executive Vice President 5/97 - Present
Diane P. Durnin Dreyfus Service Corporation++ Senior Vice President - 5/95 - 3/99
Vice President - Product Marketing and Advertising
Development Division
Patrice M. Kozlowski None
Vice President - Corporate
Communications
Mary Beth Leibig None
Vice President -
Human Resources
Theodore A. Schachar Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
Dreyfus Investment Advisors, Inc.++ Vice President - Tax 10/96 - Present
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Inc.++ Vice President - Tax 10/96 - Present
Wendy Strutt None
Vice President
Richard Terres None
Vice President
Andrew S. Wasser Mellon Bank Corporation+ Vice President 1/95 - Present
Vice-President -
Information Systems
James Bitetto The TruePenny Corporation++ Secretary 9/98 - Present
Assistant Secretary
Dreyfus Service Corporation++ Assistant Secretary 8/98 - Present
Dreyfus Investment Assistant Secretary 7/98 - Present
Advisors, Inc.++
Dreyfus Service Assistant Secretary 7/98 - Present
Organization, Inc.++
Steven F. Newman Dreyfus Transfer, Inc. Vice President 2/97 - Present
Assistant Secretary One American Express Plaza Director 2/97 - Present
Providence, RI 02903 Secretary 2/97 - Present
Dreyfus Service Secretary 7/98 - Present
Organization, Inc.++ Assistant Secretary 5/98 - 7/98
_______________________________
* The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
** The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
*** The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
+ The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++ The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++ 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 53 State Street, Boston, Massachusetts 02109.
</TABLE>
Item 26. 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 counseling services to institutional
investors.
Officers and Directors of Sub-Investment Adviser
Name and Position with NCM Other Businesses
MACEO K. SLOAN, CFA, FLMI Chairman, President and Chief Executive
Chairman, President and Officer:
Chief Executive Officer Sloan Financial Group, Inc.
103 West Main Street
Durham, North Carolina 27705;
Chairman:
New Africa Advisers, Inc.
103 West Main Street
Durham, North Carolina 27705;
Director:
National Association of Securities
Professionals;
Mechanics and Farmers Bank
Durham, North Carolina;
North Carolina Air Cargo Airport
Authority;
SCAMA Corporation;
Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, NY 10017;
JUSTIN F. BECKETT President and Chief Executive Officer:
Executive Vice President New Africa Advisers
and Director 103 West Main Street
Durham, North Carolina 27705;
Director:
African News Service
103 West Main Street
Durham, North Carolina 27705;
Trustee:
Elizabeth State University
Elizabeth City, North Carolina;
Chairman and Chief Investment Officer:
IDS Advisory Group, Inc.
IDS Tower 10
Minneapolis, MN 55440;
PETER J. ANDERSON Director and Senior Vice President-Investments:
Director 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:
Director Deluxe Corporation
3680 Victoria Street
Shoreview, MN 55120
Director:
Minnesota Public Radio
Minneapolis, 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 and
Chief Operating Officer
CLIFFORD D. MPARE, CFA, CMA None
Executive Vice President and
Co-Chief Investment Officer
VICTORIA TREADWELL None
Senior Vice President-
Director of Client Services
PAUL L. VANKAMPEN, CFA None
Senior Vice President-
Director of Fixed Income
TAMIE E. COLEY None
Senior Vice President and
Chief Financial Officer
DAVID C. CARTER None
Vice President
DAVID A. HALLORAN None
Senior Vice President
and Director of Equities
MICHAEL J. FERRARO None
Vice President-
Director of Trading
LINDA JORDAN None
Regional Vice President-
Marketing
LORENZO NEWSOME None
Senior Vice President
and Director-
Fixed Income Research
MARC REID None
Vice President-
Client Services
DRAKE J.CRAIG, CFA None
Vice President
REGINALD WEAVER None
Assistant Vice President-
Trader
Item 27. 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 Debt and Equity 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) Dreyfus Investment Portfolios
37) The Dreyfus/Laurel Funds, Inc.
38) The Dreyfus/Laurel Funds Trust
39) The Dreyfus/Laurel Tax-Free Municipal Funds
40) Dreyfus LifeTime Portfolios, Inc.
41) Dreyfus Liquid Assets, Inc.
42) Dreyfus Massachusetts Intermediate Municipal Bond Fund
43) Dreyfus Massachusetts Municipal Money Market Fund
44) Dreyfus Massachusetts Tax Exempt Bond Fund
45) Dreyfus MidCap Index Fund
46) Dreyfus Money Market Instruments, Inc.
47) Dreyfus Municipal Bond Fund, Inc.
48) Dreyfus Municipal Cash Management Plus
49) Dreyfus Municipal Money Market Fund, Inc.
50) Dreyfus New Jersey Intermediate Municipal Bond Fund
51) Dreyfus New Jersey Municipal Bond Fund, Inc.
52) Dreyfus New Jersey Municipal Money Market Fund, Inc.
53) Dreyfus New Leaders Fund, Inc.
54) Dreyfus New York Insured Tax Exempt Bond Fund
55) Dreyfus New York Municipal Cash Management
56) Dreyfus New York Tax Exempt Bond Fund, Inc.
57) Dreyfus New York Tax Exempt Intermediate Bond Fund
58) Dreyfus New York Tax Exempt Money Market Fund
59) Dreyfus U.S. Treasury Intermediate Term Fund
60) Dreyfus U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Premier California Municipal Bond Fund
66) Dreyfus Premier Equity Funds, Inc.
67) Dreyfus Premier International Funds, Inc.
68) Dreyfus Premier GNMA Fund
69) Dreyfus Premier Worldwide Growth Fund, Inc.
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) Founders Funds, Inc.
85) General California Municipal Bond Fund, Inc.
86) General California Municipal Money Market Fund
87) General Government Securities Money Market Fund, Inc.
88) General Money Market Fund, Inc.
89) General Municipal Bond Fund, Inc.
90) General Municipal Money Market Funds, Inc.
91) General New York Municipal Bond Fund, Inc.
92) 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 Chief Treasurer
Compliance Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial and Assistant
Officer Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Jean M. O'Leary+ Assistant Vice President, None
Assistant Secretary and
Assistant Clerk
William J. Nutt+ Chairman of the Board None
Michael S. Petrucelli++ Senior Vice President Vice President,
Assistant Treasurer
and Assistant
Secretary
Patrick W. McKeon+ Vice President None
Joseph A. Vignone+ Vice President None
________________________________
+ Principal business address is 60 State Street, Boston, Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 28. 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 29. Management Services
_______ ___________________
Not Applicable
Item 30. Undertakings
_______ ____________
None
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, 1999.
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 4/27/99
______________________________ (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/Clifford L. Alexander, Jr.* Director 4/27/99
_____________________________
Clifford L. Alexander, Jr.
/s/Lucy Wilson Benson* Director 4/27/99
______________________________
Lucy Wilson Benson
/s/Joseph S. DiMartino* Chairman of the Board of Directors 4/27/99
_____________________________
Joseph S. DiMartino
*BY: /s/ Stephanie Pierce
__________________________
Stephanie Pierce,
Attorney-in-Fact
INDEX
EXHIBITS
(a) Consent of Independent Accountant
(b) Financial Data Schedule
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" and "Counsel and Independent Auditors" and to the use of our
report dated January 27, 1999, 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 27, 1999
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<NAME> THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
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<INVESTMENTS-AT-VALUE> 473984
<RECEIVABLES> 219
<ASSETS-OTHER> 3966
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 478169
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<OTHER-ITEMS-LIABILITIES> 372
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<PAID-IN-CAPITAL-COMMON> 358858
<SHARES-COMMON-STOCK> 15373
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<ACCUMULATED-NET-GAINS> (381)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 119320
<NET-ASSETS> 477797
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<DISTRIBUTIONS-OF-INCOME> (739)
<DISTRIBUTIONS-OF-GAINS> (17127)
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<NUMBER-OF-SHARES-SOLD> 10976
<NUMBER-OF-SHARES-REDEEMED> (7227)
<SHARES-REINVESTED> 575
<NET-CHANGE-IN-ASSETS> 201910
<ACCUMULATED-NII-PRIOR> (25)
<ACCUMULATED-GAINS-PRIOR> 532
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<GROSS-EXPENSE> 2867
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<PER-SHARE-NAV-BEGIN> 24.97
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 7.28
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> (1.17)
<RETURNS-OF-CAPITAL> .00
<PER-SHARE-NAV-END> 31.08
<EXPENSE-RATIO> .008
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