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. 9 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 11 [X]
(Check appropriate box or boxes.)
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices)(Zip Code)
Registrant's Telephone Number, including Area Code: (212)922-6000
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box)
immediately upon filing pursuant to paragraph (b)
------
on (date) pursuant to paragraph (b)
------
------ 60 days after filing pursuant to paragraph (a)(1)
X on December 31, 2000 pursuant to paragraph (a)(1)
------
------ 75 days after filing pursuant to paragraph (a)(2)
------ on (date) pursuant to paragraph (a)(2) 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 December __, 2000
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.
The Fund
The Dreyfus Socially Responsible Growth Fund, Inc.
Contents
The Fund
--------------------------------------------------------------------------------
Goal/Approach INSIDE COVER
Main Risks 1
Past Performance 2
Expenses 3
Management 4
Financial Highlights 5
Account Information
--------------------------------------------------------------------------------
Account Policies 6
Distributions and Taxes 6
Exchange Privilege 7
For More Information
--------------------------------------------------------------------------------
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, as to 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.
The fund currently offers two classes of shares: Initial shares and Service
shares. VA contract holders and VLI policyholders should consult the applicable
prospectus of the separate account of the participating insurance company to
determine which class of fund shares may be purchased by the separate account.
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.
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.
The fund's managers use a two-step process to select stocks for the fund. First,
NCM Capital Management Group, Inc. analyzes stocks according to traditional
financial criteria, generally looking for reasonably priced growth stocks. NCM
designates stocks meeting its financial criteria to Dreyfus. Dreyfus then
assesses whether a company enhances the quality of life in America by
considering its record in the areas of:
* protection and improvement of the environment and the proper use of our
natural resources
* occupational health and safety
* consumer protection and product purity
* equal employment opportunity
Consistent with its consumer protection screen, the fund will not purchase
shares in a company that manufactures tobacco products. If Dreyfus' assessment
does not reveal a negative pattern of conduct in these social areas, the
company's stock is eligible for purchase. If Dreyfus determines that a company
fails to meet the fund's social criteria, the stock will not be purchased, or if
it is already owned, it will be sold as soon as reasonably possible, consistent
with the best interests of the fund.
Concepts to understand
SOCIAL SCREENING: Dreyfus uses publicly available information, including reports
prepared by "watchdog" groups and governmental agencies, to assist it in the
social screening process. Because there are few generally accepted standards for
Dreyfus to use in its evaluation, Dreyfus will determine which research tools to
use. Dreyfus does not currently examine:
* corporate activities outside the U.S.
* nonbusiness activities
* secondary implications of corporate activities (such as the activities
of a client or customer of the company being evaluated)
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of a shareholder's investment in the
fund will go up and down, which means that shareholders 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 reduce
the benefit from any upswing in the market. During such periods, 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.
What the fund is -- and isn't
The fund is a mutual fund: a pooled investment that is professionally managed
and gives shareholders 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. Shareholders could lose money in the fund, but shareholders also have
the potential to make money.
The Fund
<PAGE 1>
PAST PERFORMANCE
The bar chart and table below show some of the risks of investing in the fund.
The bar chart shows the changes in the performance of the fund's Initial shares
from year to year. The table compares the average annual total return of the
fund's Initial shares to that of the Standard & Poor's 500 Composite Stock Price
Index (S&P 500((reg.tm))), a broad measure of stock performance. All performance
figures reflect the reinvestment of dividends and distributions. Of course, past
performance is no guarantee of future results. As a new class, past performance
information is not available for Service shares as of the date of this
prospectus.
--------------------------------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
INITIAL SHARES
1.49 34.56 21.23 28.44 29.38 30.08
90 91 92 93 94 95 96 97 98 99
BEST QUARTER: Q4 '98 +23.87%
WORST QUARTER: Q3 '98 -11.77%
--------------------------------------------------------------------------------
Average annual total return AS OF 12/31/99
<TABLE>
<CAPTION>
Since
inception
1 Year 5 Years (10/7/93)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INITIAL SHARES 30.08% 28.66% 24.11%
S&P 500 21.03% 28.54% 22.95%*
* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 9/30/93 IS USED AS THE
BEGINNING VALUE ON 10/7/93.
</TABLE>
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.
<PAGE 2>
EXPENSES
Investors using this fund to fund a VA contract or a VLI policy will 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 under their VA contracts or VLI
policies.
--------------------------------------------------------------------------------
Fee table
Initial Service
shares shares
--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees 0.75% 0.75%
Shareholder services fee 0.00% none
Rule 12b-1 fee none 0.25%
Other expenses 0.04% 0.04%
--------------------------------------------------------------------------------
TOTAL 0.79% 1.04%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Expense example
1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INITIAL SHARES $81 $252 $439 $978
SERVICE SHARES $106 $331 $574 $1,271
</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% may be used to reimburse Dreyfus
Service Corporation for shareholder account service and maintenance.
RULE 12B-1 FEE: the fee paid to the fund's distributor for distributing Service
shares, for advertising and marketing related to Service shares, and for
providing account service and maintenance for holders of Service shares. The
distributor may pay all or part of this fee to participating insurance
companies, and the broker-dealer acting as principal underwriter for their
variable insurance products. Because this fee is paid on an ongoing basis out of
fund assets attributable to Service shares, over time it will increase the cost
of an investment in Service shares which could be more than that payable with
respect to other types of sales charges.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees. Other expenses for Service
shares are based on other expenses for Initial shares for the past fiscal year.
The Fund
<PAGE 3>
MANAGEMENT
The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages more than $138
billion in over 160 mutual fund portfolios. For 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. Dreyfus is the primary mutual fund business of
Mellon Financial Corporation, a global financial services company with
approximately $2.8 trillion of assets under management, administration or
custody, including approximately $521 billion under management. Mellon provides
wealth management, global investment services and a comprehensive array of
banking services for individuals, businesses and institutions. Mellon is
headquartered in Pittsburgh, Pennsylvania.
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 September
30, 2000, NCM managed or administered approximately $6.7 billion in assets.
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.
The fund, Dreyfus, NCM and Dreyfus Service Corporation (the fund's distributor)
each has adopted a code of ethics that permits its personnel, subject to such
code, to invest in securities, including securities that may be purchased or
held by the fund. The Dreyfus code of ethics restricts the personal securities
transactions of its employees, and requires portfolio managers and other
investment personnel to comply with the code's preclearance and disclosure
procedures. Its primary purpose is to ensure that personal trading by Dreyfus
employees does not disadvantage any Dreyfus-managed fund.
<PAGE 4>
FINANCIAL HIGHLIGHTS
The following table describes the performance of the fund's Initial shares for
the fiscal periods indicated. Certain information reflects financial results for
a single fund share. "Total return" shows how much an investment in the fund
would have increased (or decreased) during each period, assuming the investor
had reinvested all dividends and distributions. These figures (other than those
for the six-month period ended June 30, 2000) 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 investment returns that are shown.
Since Service shares are new, financial highlights information is not available
for that class as of the date of this prospectus.
<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31,
INITIAL SHARES 2000 1999 1998 1997 1996 1995
------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period 39.07 31.08 24.97 20.09 17.31 13.23
Investment operations: Investment income -- net .35(1) .01(1) .05 .09 .05 .08
Net realized and unrealized gain (loss)
on investments .65 9.34 7.28 5.63 3.63 4.49
Total from investment operations 1.00 9.35 7.33 5.72 3.68 4.57
Distributions: Dividends from investment
income -- net (.01) (.01) (.05) (.10) (.05) (.08)
Dividends from net realized gain
on investments -- (1.35) (1.17) (.74) (.85) (.41)
Total distributions (.01) (1.36) (1.22) (.84) (.90) (.49)
Net asset value, end of period 40.06 39.07 31.08 24.97 20.09 17.31
Total return (%) 2.55(2) 30.08 29.38 28.44 21.23 34.56
------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .39(2) .79 .80 .82 .95 1.27
Ratio of interest expense and loan commitment fees
to average net assets (%) .00(2,3) .00(3) .00(3) .00(3) .01 --
Ratio of net investment income to average net assets (%) .90(2) .04 .20 .46 .42 .70
Decrease reflected in above expense ratios due to actions by
Dreyfus and the sub-investment adviser (%) -- -- -- -- .03 .06
Portfolio turnover rate (%) 33.49(2) 70.84 67.60 58.50 126.41 88.52
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 1,126,253 897,539 477,797 275,887 114,570 31,657
(1) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(2) NOT ANNUALIZED.
(3) AMOUNT REPRESENTS LESS THAN .01%.
</TABLE>
The Fund
<PAGE 5>
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 NAV of each class, 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./share class),
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 usually pays dividends from its net investment income and distributes
any net capital gains that it has realized once a year.
Each share class will generate a different dividend because each has different
expenses. Distributions will be reinvested in the fund unless the participating
insurance company instructs otherwise.
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).
<PAGE 6>
EXCHANGE PRIVILEGE
Shareholders can exchange shares of a class for shares of the same class of any
other fund or portfolio managed by Dreyfus that is offered only to separate
accounts established by insurance companies to fund VA contracts and VLI
policies, or into shares of any such fund or portfolio offered without a
separate class designation, or which makes available only one class, subject to
the terms and conditions relating to exchanges of the applicable insurance
company prospectus. Owners of VA contracts or VLI policies should refer to the
applicable insurance company prospectus for more information on exchanging fund
shares.
Account Information
<PAGE 7>
For More Information
The Dreyfus Socially Responsible Growth Fund, Inc.
--------------------------------------
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 portfolio managers 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 certain 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 (for information, call 1-202-942-8090) or, after paying a
duplicating fee, by E-mail request to [email protected], or by writing to the
SEC's Public Reference Section, Washington, DC 20549-0102.
(c) 2000 Dreyfus Service Corporation
111P1200
This prospectus is printed on recycled paper.
--------------------------------------------------------------------------------
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
(STATEMENT OF ADDITIONAL INFORMATION)
PART B
DECEMBER __, 2000
(FOR INITIAL SHARES AND SERVICE SHARES)
--------------------------------------------------------------------------------
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 December ___,
2000, 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.
Fund shares are offered only to variable annuity and variable life
insurance separate accounts established by insurance companies ("Participating
Insurance Companies") to fund variable annuity contracts ("VA contracts") and
variable life insurance policies ("VLI policies"). VA contracts and VLI policies
are referred to collectively herein as the "Policies". Individuals may not
purchase Fund shares directly from the Fund. The Policies are described in the
separate prospectuses issued by the Participating Insurance Companies.
The Fund currently offers two classes of shares: Initial shares and
Service shares. VA contract holders and VLI policy holders should consult the
applicable prospectus of the separate account of the Participating Insurance
Company to determine which class of Fund shares may be purchased by the separate
account.
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-8
Management Agreements...................................................B-11
How to Buy Shares.......................................................B-15
Shareholder Services Plan (Initial Shares Only).........................B-16
Distribution Plan (Service Shares Only).................................B-16
How to Redeem Shares....................................................B-17
Exchange Privilege......................................................B-18
Determination of Net Asset Value........................................B-18
Dividends, Distributions And Taxes......................................B-19
Portfolio Transactions..................................................B-21
Performance Information.................................................B-22
Information about the Fund..............................................B-23
Counsel and Independent Auditors........................................B-24
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.
Dreyfus Service Corporation (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
Dreyfus Service Corporation.......................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. Chairman of the Board and Chief
Executive Officer of The Dun and Bradstreet Corporation and 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, IMS
Health, a service provider of marketing information and information
technology, MCI WorldCom and Mutual of America Life Insurance Company. He
is 67 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 The
International Executive Service Corps. She is also Vice Chairman of the
Citizens Network for Foreign Affairs and of the Atlantic Council of the
U.S. and a member of the Council on Foreign Relations. Mrs. Benson is also
a member of the Town Meeting, Town of Amherst, Massachusetts. From 1987 to
2000, Mrs. Benson was a director of COMSAT Corporation and was a Trustee of
the Alfred P. Sloan Foundation from 1975 to 1977 and from 1981 to 2000. She
was also a member of the Board of Trustees of Lafayette College from 1985
to 2000 for which she served as Vice Chairman of the Board of Trustees from
1990 to 2000. From 1980 to 1994, Mrs. Benson was a director of The Grumman
Corporation, from 1990 to 1998 she was a director of the General RE
Corporation, and from 1987 to 1999, she was a director of Logistics
Management Institute. 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 73 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 also is a
director of The Muscular Dystrophy Association, HealthPlan Services
Corporation, a provider of marketing, administrative and risk management
services to health and other benefit programs, Carlyle Industries, Inc.
(formerly, Belding Heminway Company, Inc.), a button packager and
distributor, Century Business Services, Inc., a provider of various
outsourcing functions for small and medium sized companies, The Newark
Group, a privately held company providing a national network of paper
recovery facilities, paperboard mills and paperboard converting plants, and
QuickCAT.com, Inc., a private company engaged in the development of high
speed movement, routing, storage and encryption of data across cable,
wireless and all other modes of data transport. 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 the Distributor. From August 1994 until December 31, 1994, he
was a director of Mellon Financial Corporation. He is 57 years old and his
address is 200 Park Avenue, New York, New York 10166.
The Fund has a standing nominating committee comprised of its Board
members who are not "interested persons" of the Fund, as defined in the Act. The
function of the nominating committee is to select and nominate all candidates
who are not "interested persons" of the Fund for election to the Fund's Board.
Currently, the Fund typically pays its Directors its allocated portion of
an annual retainer of $25,000 and a fee of $4,000 per meeting ($500 per
telephone meeting) attended for the Fund and four other funds in the Dreyfus
Family of Funds, and reimburses them for their expenses. The Chairman of the
Board receives an additional 25% of such compensation. Emeritus Directors, if
any, are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Directors. The aggregate amount of
compensation paid to each current Director 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 Director's total compensation)*
for the year ended December 31, 1999, pursuant to the compensation schedule then
in effect, 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 $ 85,378 (43)
Lucy Wilson Benson $2,500 $ 76,500 (29)
Joseph S. DiMartino $3,125 $642,177 (189)
----------------------------
* 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 $1,897 for all Board members as a group.
Officers of the Fund
Stephen E. Canter, President. President, Chief Operating Officer, Chief
Investment Officer and a director of the Manager, and an officer of other
investment companies advised and administered by the Manager. Mr. Canter
also is a Director and Executive Committee Member of the other investment
management subsidiaries of Mellon Financial Corporation, each of which is
an affiliate of the Manager. He is 55 years old.
Mark N. Jacobs, Vice President. Vice President, Secretary and General Counsel of
the Manager, and an officer of other investment companies advised and
administered by the Manager. He is 54 years old.
Joseph Connolly, Vice President and Treasurer. Director - Mutual Fund Accounting
of the Manager, and an officer of other investment companies advised and
administered by the Manager. He is 43 years old.
Steven F. Newman, Secretary. Assistant Secretary and Associate General
Counsel of the Manager, and an officer of other investment companies
advised and administered by the Manager. He is 51 years old.
Jeff Prusnofsky, Assistant Secretary. Associate General Counsel of the Manager,
and an officer of other investment companies advised and administered by
the Manager. He is 35 years old.
Michael A. Rosenberg, Assistant Secretary. Associate General Counsel of the
Manager, and an officer of other investment companies advised and
administered by the Manager. He is 40 years old.
James Windels, Assistant Treasurer. Senior Treasury Manager of the Manager, and
an officer of other investment companies advised and administered by the
Manager. He is 42 years old.
The address of each officer of the Fund is 200 Park Avenue, New York, New
York 10166.
Directors and officers of the Fund, as a group, owned less than 1% of the
Fund's shares of common stock outstanding on December __, 2000:
The following persons are known by the Fund to own of record 5% or more of
the Fund's outstanding voting securities on December __, 2000.
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 AGREEMENTS
Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Financial Corporation
("Mellon"). Mellon is a global multibank financial 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 largest bank holding companies in the United States
based on total assets.
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") 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 any party to the Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. 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 payable monthly at an
annual rate of .75 of 1% of the Fund's average daily net assets. For the fiscal
years ended December 31, 1997, 1998 and 1999, the Fund paid the Manager pursuant
to the Agreement a fee of $1,447,157, $2,684,102 and $4,867,764, 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; J. David Officer, Vice Chairman and
a director; Ronald P. O'Hanley, III, Vice Chairman; William T. Sandalls, Jr.,
Executive Vice President; Stephen R. Byers, Senior Vice President; Patrice M.
Kozlowski, Senior Vice President-Corporate Communications; Mark N. Jacobs,
Vice President, General Counsel and Secretary; Diane P. Durnin, Vice
President-Product Development; Mary Beth Leibig, Vice President-Human
Resources; Ray Van Cott, Vice President-Information Systems; Theodore A.
Schachar, Vice President-Tax; Wendy Strutt, 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.
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.
Mellon Bank, N.A., the Manager's parent, and its affiliates may have
deposit, loan and commercial banking or other relationships with the issuers of
securities purchased by the Fund. The Manager has informed the Fund that in
making its investment decisions it does not obtain or use material inside
information that Mellon Bank, N.A. or its affiliates may possess with respect to
such issuers.
Sub-Investment Adviser. NCM provides sub-investment advisory services to
the Fund pursuant to a Sub-Investment Advisory Agreement dated June 15, 1999
between the Manager and NCM. The Sub-Investment Advisory Agreement is subject to
annual approval by (i) the Board of Directors of the Fund or (ii) vote of a
majority (as defined in the Act) of the Fund's outstanding voting securities,
provided that in either event the continuance also is approved by a majority of
the Directors who are not "interested persons" (as defined in the Act) of any
party to the Sub-Investment Advisory Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. The Sub-Investment
Advisory Agreement contains a restriction on NCM's ability to act as the
investment adviser or sub-investment adviser for other registered funds with
socially responsible investment policies without the consent of 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 .20 of 1%
million
In excess of $300 million .25 of 1%
For the period from April 22, 1996 through June 14, 1999, NCM served as
the Fund's sub-investment adviser pursuant to an Amended and Restated
Sub-Investment Advisory Agreement (the "Former Amended and Restated Sub-Advisory
Agreement"), the terms of which were identical to the terms of the
Sub-Investment Advisory Agreement in all material respects. The fee structure
pursuant to which the Manager paid NCM under the Former Amended and Restated
Sub-Advisory Agreement was identical to the fee structure that is in effect
under the Sub-Investment Advisory Agreement, as set forth above. 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 Former
Amended and Restated Sub-Advisory Agreement. For the period from January 1, 1999
to June 14, 1999, the Manager paid NCM a sub-advisory fee of $528,159 pursuant
to the Former Amended and Restated Sub-Advisory Agreement and for the period
from June 15, 1999 to December 31, 1999, the Manager paid NCM a sub-advisory fee
of $853,429 pursuant to the Sub-Investment Advisory Agreement.
The following persons are officers and/or directors of NCM: Maceo K.
Sloan, Chairman, Chief Executive Officer and director; Edith H. Noel, Senior
Vice President, Corporate Secretary and Treasurer; Clifford D. Mpare, Chief
Investment Officer; Ben Blakney, President, Chief Operating Officer and
director; 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; 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, Director of Equities and Senior Vice
President; Mellissa Thomas, Vice President-Client Services; Deborah Lane, Vice
President-Corporate Development; Jim Parks, Vice President-Marketing; Benjamin
Ruffin, Director; Randell Cain, Jr., Vice President; Betty Bynum, Assistant Vice
President; Jackie Tucker, Vice President-Marketing.
NCM provides day-to-day management of the Fund's portfolio of investments
in accordance with the stated policies of the Fund, subject to the supervision
of the Manager and the approval of the Fund's Board of Directors. The Manager
and NCM provide the Fund with portfolio managers who are authorized by the
Directors to execute purchases and sales of securities. The Fund's portfolio
managers are Paul A. Hilton, 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.
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. In addition, the Fund's
Initial shares are subject to an annual shareholder services fee (see
"Shareholder Services Plan (Initial Shares Only)") and the Fund's Service shares
are subject to an annual distribution fee (see "Distribution Plan (Service
Shares Only)").
The Fund, the Manager, NCM and the Distributor each have adopted a code of
ethics that permits its personnel, subject to such respective code, to invest in
securities, including securities that may be purchased or held by the Fund. The
Manager's Code of Ethics (the "Code of Ethics") subjects its employees' personal
securities transactions to various restrictions to ensure that such trading does
not disadvantage any fund advised by the Manager. In that regard, the Manager's
portfolio managers and other investment personnel must preclear and report their
personal securities transactions and holdings, which are reviewed for compliance
with the Code of Ethics and are also subject to the oversight of Mellon's
Investment Ethics Committee. Portfolio managers and other investment personnel
who comply with the Code of Ethics' 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.
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 Distributor. The Distributor, located at 200 Park Avenue, New York,
New York 10166, 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.
HOW TO BUY SHARES
The Fund offers two classes of shares -- Initial shares and Service
shares. The classes are identical, except as to the expenses borne by each class
which may affect performance. See "Shareholder Services Plan (Initial Shares
Only)" and "Distribution Plan (Services Shares Only)." 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 and with respect to the availability for investment in separate
classes of the Fund. 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 of each Class of
shares is computed by dividing the Fund's net assets represented by such Class
(i.e., the value of its assets less liabilities) by the total number of shares
of such Class 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."
SHAREHOLDER SERVICES PLAN
(INITIAL SHARES ONLY)
The Fund has adopted a Shareholder Services Plan for its Initial Shares
pursuant to which the Fund reimburses the Distributor, a wholly-owned subsidiary
of the Manager, an amount not to exceed an annual rate of .25% 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 Directors who are not "interested persons" (as defined in the
Act) of the Fund and have no direct or indirect financial interest in the
operation of the 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 Directors 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 Directors
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, 1999, $7,800 was charged to the
Fund under the Shareholder Services Plan.
DISTRIBUTION PLAN
(SERVICE SHARES ONLY)
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
Act (the "Rule") for its Service shares. The Rule provides, among other things,
that an investment company may bear expenses of distributing its shares only
pursuant to a plan adopted in accordance with the Rule. The Board has adopted a
separate plan (the "Distribution Plan") with respect to the Fund's Service
shares pursuant to which the Fund pays the Distributor at an annual rate of .25%
of the value of the average daily net assets of the Fund's Service shares for
distributing Service shares, for advertising and marketing related to Service
shares and for servicing and/or maintaining accounts of Service Class
shareholders. Under the Distribution Plan, with respect to Service shares, the
Distributor may make payments to Participating Insurance Companies, brokers and
dealers in respect to these services. The fees payable under the Distribution
Plan are payable without regard to actual expenses incurred. The Board believes
that there is a reasonable likelihood that the Fund's Distribution Plan will
benefit the Fund and the holders of its Service shares.
A quarterly report of the amounts expended under the Distribution Plan,
and the purposes for which such expenditures were incurred, must be made to the
Fund's Board for its review. In addition, the Distribution Plan provides that it
may not be amended to increase materially the costs which holders of Service
shares may bear pursuant to the Distribution Plan without the approval of the
holders of such Class of shares and that other material amendments of the
Distribution Plan must be approved by the 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 Distribution Plan
or in any agreements entered into in connection with the Distribution Plan, by
vote cast in person at a meeting called for the purpose of considering such
amendments. The Distribution Plan is subject to annual approval by such vote of
its Board members cast in person at a meeting called for the purpose of voting
on the Distribution Plan. The Distribution Plan may be terminated at any time as
to the Service Class of shares by vote of a majority of the Board members who
are not "interested persons" and have no direct or indirect financial interest
in the operation of the Distribution Plan or in any agreements entered into in
connection with the Distribution Plan or by vote of the holders of a majority of
such Class of shares.
No payments were made pursuant to the Distribution Plan for the fiscal
year ended December 31, 1999 since neither Service shares nor the Distribution
Plan were in existence during that time period.
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 prospectus 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.
EXCHANGE PRIVILEGE
Investors can exchange shares of a class for shares of the same class of
any other fund or portfolio managed by the Manager that is offered only to
separate accounts established by Participating Insurance Companies to fund VA
contracts and VLI policies, into shares of any such fund or portfolio offered
without a separate class designation, or into shares of a different class of any
such fund or portfolio but only if that other class is the only class offered by
the fund or portfolio, subject to the terms and conditions relating to exchanges
of the applicable Participating Insurance Company prospectus. Owners of VA
contracts or VLI policies should refer to the applicable Participating Insurance
Company prospectus for more information on exchanging Fund shares. The Fund
reserves the right to modify or discontinue its exchange program at any time
upon 60 days' notice to the Participating Insurance Company.
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 and fees pursuant to the Shareholder Services Plan,
with respect to the Fund's Initial shares, and Distribution Plan, with respect
to the Fund's Service shares, 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
Management believes that the Fund has qualified for the fiscal year ended
December 31, 1999 as a "regulated investment company" under the Code. The Fund
intends to continue to so qualify if such qualification is in the best interests
of its shareholders. Qualification as a "regulated investment company" relieves
the Fund of any liability for Federal income taxes to the extent its net
investment income and net realized capital gains are distributed in accordance
with applicable provisions of the Code. Among the requirements for such
qualification is that the Fund must distribute at least 90% of its net income
(consisting of net investment income and net short-term capital gain) to its
shareholders and the Fund must meet certain asset diversification and other
requirements. However, the Fund may be subject to a non-deductible 4% excise
tax, measured with respect to certain undistributed 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. The term "regulated investment company" does not
imply the supervision of management or investment practices or policies by any
government agency.
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 options as well as from closing
transactions. In addition, any such 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 personal property. The tax treatment of "straddles" is
governed by Sections 1092 and 1258 of the Code, which, in certain circumstances,
override or modify the provisions of Sections 988 and 1256. As such, all or a
portion of any short or long-term capital gain from certain "straddle"
transactions may be recharacterized as ordinary income.
If the Fund were treated as entering into "straddles" by reason of its
engaging in certain financial forward, futures or options contracts, such
"straddles" could be characterized as "mixed straddles" if at least one (but not
all) of the positions comprising such straddles are "Section 1256 contracts." A
"Section 1256 contract" is defined to include any regulated futures contract,
foreign currency contract, non-equity option, and dealer equity option. Section
1256(d) of the Code permits the Fund to elect not to have Section 1256 apply
with respect to "mixed straddles." If no such 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 the conversion
transaction rules, short-term capital loss on "straddle" positions may be
recharacterized as long-term capital loss, and long-term capital gain may be
recharacterized as short-term capital gain or ordinary income.
The Taxpayer Relief Act of 1997 included constructive sale provisions that
generally 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 including Dreyfus Investment Services Corporation and
Dreyfus Brokerage Services, Inc. ("DBS"). 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 the fiscal year ended December 31, 1999, $11,885 was paid to DBS, a
wholly-owned subsidiary of Mellon Financial Corporation. This amount represented
approximately 1% of the aggregate brokerage commissions paid by the Fund for
transactions involving approximately 4% of the aggregate dollar value of
transactions for which the Fund paid brokerage commissions.
For its portfolio securities transactions for the fiscal years ended
December 31, 1997, 1998 and 1999, the Fund paid total brokerage commissions of
$280,682, $517,419 and $957,671, respectively, none of which was paid to the
Distributor. For the fiscal years ended December 31, 1997 and 1999 there were no
spreads or concessions on principal transactions. For the fiscal year ended
December 31, 1998, concessions on principal transactions totaled $36,937.
The Fund's portfolio turnover rates (exclusive of U.S. Government
securities and short-term investments) for the fiscal years ended December 31,
1998 and 1999 were 67.60% and 70.84%, 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
------------ --------------------
$217,076,301 $207,704
PERFORMANCE INFORMATION
Performance figures for the Fund will not reflect the separate charges
applicable to the Policies offered by Participating Insurance Companies.
The average annual total return for the 1, 5 and 6.74 year periods ended
June 30, 2000 for the Initial shares of the Fund was 18.29%, 25.15% and 22.60%,
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 total return for the period October 7, 1993 (commencement of
operations) to June 30, 2000 for the Initial shares of the Fund was 293.97%.
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.
No performance data has been provided for Service shares of the Fund since
they were not offered as of June 30, 2000.
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 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
The Fund's shares are classified into two classes. Each share has one vote
and shareholders will vote in the aggregate and not by class, except as
otherwise required by law or with respect to any matter which affects only one
class. Each Fund share, when issued and paid for in accordance with the terms of
the offering, is fully paid and non-assessable. Shares of stock have equal
rights as to 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)(1) 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.
(a)(2) Articles of Amendment.
(a)(3) Articles Supplementary.
(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 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 (d)(2) of Post Effective Amendment No. 10
to the Registration Statement on Form N-1A, filed on April 27, 2000.
(e) Distribution Agreement.
(g) Custody Agreement and Sub-Custodian Agreement are incorporated by
reference to Exhibit 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 as revised.
(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) Form of Rule 12b-1 Distribution Plan and Distribution Plan
Agreements.
(n) Rule 18f-3 Plan.
(p)(1) Code of Ethics adopted by the Registrant and Code of Ethics adopted
by Registrant's sub-investment adviser are incorporated by Reference
to Exhibit (p)(1) and (p)(27) of Post Effective Amendment No. 10 to
the Registration Statement on Form N-1A, filed on April 27, 2000.
<PAGE>
Item 23. Exhibits. - List (continued)
------- -----------------------------------------------------
Other Exhibits
--------------
(a) Powers of Attorney is incorporated by reference to Other
Exhibits (a) of Post Effective Amendment No. 10 to
Registration Statement on Form N-1A, filed on April 27,
2000.
(b) Certificate of Assistant Secretary is incorporated by
reference to Other Exhibits (b) of Post Effective Amendment
No. 10 to the Registration Statement on Form N-1A, filed on
April 27, 2000.
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 Board member, 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 Board member, officer,
affiliated person or underwriter for their own protection, is
incorporated by reference to Item 27 of Part C 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 attached as
Exhibit (e).
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
and manager 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 and
distributor of other investment companies advised and administered by
Dreyfus. Dreyfus Investment Advisors, Inc., another wholly-owned
subsidiary, provides investment management services to various
pension plans, institutions and individuals.
--------
* To be filed by amendment.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ITEM 26. Business and Other Connections of Investment Adviser (continued)
----------------------------------------------------------------------------------
Officers and Directors of Investment Adviser
Name and Position
With Dreyfus Other Businesses Position Held Dates
CHRISTOPHER M. CONDRON Franklin Portfolio Associates, Director 1/97 - Present
Chairman of the Board and LLC*
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
Director 4/95 - 1/98
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 Financial Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
Founders Asset Management, Chairman 12/97 - Present
LLC**** Director 12/97 - Present
The Boston Company, Inc.* Vice Chairman 1/94 - Present
Director 5/93 - Present
Laurel Capital Advisors, LLP+ Executive 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 - 1/97
Strategies, Inc. * Director 6/89 - 1/97
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 Financial 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, Director 2/99 - Present
LLC*
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***
Founders Asset Management, Member, Board of 12/97 - Present
LLC**** Managers
Acting Chief Executive 7/98 - 12/98
Officer
The Dreyfus Trust Company+++ Director 6/95 - Present
Chairman 1/99 - Present
President 1/99 - Present
Chief Executive Officer 1/99 - Present
THOMAS F. EGGERS Dreyfus Service Corporation++ Chief Executive Officer 3/00 - Present
Vice Chairman - Institutional and Chairman of the
and Director Board
Executive Vice President 4/96 - 3/00
Director 9/96 - Present
Founders Asset Management, Member, Board of 2/99 - Present
LLC**** Managers
Dreyfus Investment Advisors, Inc. Director 1/00 - Present
Dreyfus Service Organization, Director 3/99 - Present
Inc.++
Dreyfus Insurance Agency of Director 3/99 - Present
Massachusetts, Inc. +++
Dreyfus Brokerage Services, Inc. Director 11/97 - 6/98
401 North Maple Avenue
Beverly Hills, CA.
STEVEN G. ELLIOTT Mellon Financial 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 Executive Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+
Mellon Financial Services Treasurer 12/87 - Present
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 - 12/99
Vice Chairman Advisors, Inc.++
Dreyfus Brokerage Services, Inc. Chairman 11/97 - 2/99
401 North Maple Ave. Chief Executive Officer 11/97 - 2/98
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 - 3/99
Organization, Inc.++ President 1/97 - 3/99
Seven Six Seven Agency, Inc. ++ Director 1/97 - 4/99
Dreyfus Insurance Agency of Chairman 5/97 - 3/99
Massachusetts, Inc.++++ President 5/97 - 3/99
Director 5/97 - 3/99
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 - 6/99
Corporation++ President 5/97 - 6/99
Director 12/94 - 6/99
Founders Asset Management, Member, Board of 12/97 - 12/99
LLC**** Managers
The Boston Company Advisors, Chairman 12/95 - 1/99
Inc. Chief Executive Officer 12/95 - 1/99
Wilmington, DE President 12/95 - 1/99
The Boston Company, Inc.* Director 5/93 - 1/99
President 5/93 - 1/99
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
Laurel Capital Advisors, Inc. + Trustee 12/91 - 1/98
Chairman 9/93 - 1/98
President and CEO 12/91 - 1/98
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Boston Safe Deposit and Trust Director 6/93 - 1/99
Company+ Executive Vice President 6/93 - 4/98
MARTIN G. MCGUINN Mellon Financial 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
J. DAVID OFFICER Dreyfus Service Corporation++ President 3/00 - Present
Vice Chairman Executive Vice President 5/98 - 3/00
and Director Director 3/99 - Present
Dreyfus Service Organization, Director 3/99 - Present
Inc.++
Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Dreyfus Brokerage Services, Inc. Chairman 3/99 - Present
401 North Maple Avenue
Beverly Hills, CA
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 - 1/99
Corporation*
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - 6/99
Services, Inc.* Director 8/96 - 6/99
Boston Safe Deposit and Trust Director 7/96 - Present
Company* President 7/96 - 1/99
Mellon Trust of New York Director 6/96 - Present
1301 Avenue of the Americas
New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
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, President 12/98 - Present
Director LLC**** Chief Executive Officer 12/98 - Present
Prudential Securities Senior Vice President 07/91 - 11/98
New York, NY Regional Director 07/91 - 11/98
RICHARD F. SYRON Thermo Electron President 6/99 - Present
Director 81 Wyman Street Chief Executive Officer 6/99 - Present
Waltham, MA 02454-9046
American Stock Exchange Chairman 4/94 - 6/99
86 Trinity Place Chief Executive Officer 4/94 - 6/99
New York, NY 10006
RONALD P. O'HANLEY Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
Franklin Portfolio Associates, Director 3/97 - Present
LLC*
Boston Safe Deposit and Trust Executive Committee 1/99 - Present
Company* Member
Director 1/99 - Present
The Boston Company, Inc.* Executive Committee 1/99 - Present
Member 1/99 - Present
Director
Buck Consultants, Inc.++ Director 7/97 - Present
Newton Asset Management LTD Executive Committee 10/98 - Present
(UK) Member
London, England Director 10/98 - Present
Mellon Asset Management Non-Resident Director 11/98 - Present
(Japan) Co., LTD
Tokyo, Japan
TBCAM Holdings, Inc.* Director 10/97 - Present
The Boston Company Asset Director 1/98 - Present
Management, LLC*
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 2/97 -Present
Corporation***
Certus Asset Advisors Corp.** Director 2/97 - Present
Mellon Bond Associates, LLP+ Trustee 1/98 - Present
Chairman 1/98 - Present
Mellon Equity Associates, LLP+ Trustee 1/98 - Present
Chairman 1/98 - Present
Mellon-France Corporation+ Director 3/97 - Present
Laurel Capital Advisors+ Trustee 3/97 - Present
STEPHEN R. BYERS Dreyfus Service Corporation++ Senior Vice President 3/00 - Present
Director of Investments and
Senior Vice President
Gruntal & Co., LLC Executive Vice President 5/97 - 11/99
New York, NY Partner 5/97 - 11/99
Executive Committee 5/97 - 11/99
Member
Board of Directors 5/97 - 11/99
Member
Treasurer 5/97 - 11/99
Chief Financial Officer 5/97 - 6/99
PATRICE M. KOZLOWSKI None
Senior Vice President - Corporate
Communications
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 - 3/99
Organization, Inc.++
WILLIAM H. MARESCA The Dreyfus Trust Company+++ Chief Financial Officer 3/99 - Present
Controller Treasurer 9/98 - Present
Director 3/97 - Present
Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present
Director 8/00 - 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 Treasurer 3/99 - Present
Organization, Inc.++ Assistant Treasurer 3/93 - 3/99
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 - 8/00
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
Dreyfus-Lincoln, Inc. Director 12/96 - Present
4500 New Linden Hill Road President 1/97 - Present
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
The Dreyfus Trust Company +++ Director 1/96 - Present
Dreyfus Service Organization, Treasurer 10/96 - 3/99
Inc.++
Dreyfus Insurance Agency of Director 5/97 - 3/99
Massachusetts, Inc.++++ Treasurer 5/97 - 3/99
Executive Vice President 5/97 - 3/99
DIANE P. DURNIN Dreyfus Service Corporation++ Senior Vice President - 5/95 - 3/99
Vice President - Product Marketing and Advertising
Development Division
MARY BETH LEIBIG None
Vice President -
Human Resources
THEODORE A. SCHACHAR Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
The Dreyfus Consumer Credit Chairman 6/99 - Present
Corporation ++ President 6/99 - Present
Dreyfus Investment Advisors, Vice President - Tax 10/96 - Present
Inc.++
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Vice President - Tax 10/96 - Present
Inc.++
WENDY STRUTT None
Vice President
RAYMOND J. VAN COTT Mellon Financial Corporation+ Vice President 7/98 - Present
Vice President -
Information Systems
Computer Sciences Corporation Vice President 1/96 - 7/98
El Segundo, CA
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 2930 East Third Avenue, Denver, Colorado 80206.
+ 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>
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 and Chief Executive
Chairman, Chief Executive Officer:
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;
EDITH H. NOEL None
Senior Vice President,
Corporate Secretary and
Treasurer
BENJAMIN BLAKNEY None
President and Director
CLIFFORD D. MPARE, CFA, CMA None
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
TAMMIE F. COLEY None
Senior Vice President and
Chief Financial Officer
DAVID C. CARTER None
Vice President
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
MELLISSA THOMAS None
Vice President, Client
Services
DEBORAH LANE None
Vice President,
Corporate Development
BETTY BYNUM None
Assistant Vice President
JACKIE TUCKER None
Vice President-Marketing
JIM PARKS None
Vice President-Marketing
RANDELL CAIN, JR. None
Vice President-Portfolio
Manager
Item 27. Principal Underwriters
-------- ----------------------
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or exclusive
distributor:
1) Dreyfus A Bonds Plus, Inc.
2) Dreyfus Appreciation Fund, Inc.
3) Dreyfus Balanced Fund, Inc.
4) Dreyfus BASIC GNMA Fund
5) Dreyfus BASIC Money Market Fund, Inc.
6) Dreyfus BASIC Municipal Fund, Inc.
7) Dreyfus BASIC U.S. Government Money Market Fund
8) Dreyfus California Intermediate Municipal Bond Fund
9) Dreyfus California Tax Exempt Bond Fund, Inc.
10) Dreyfus California Tax Exempt Money Market Fund
11) Dreyfus Cash Management
12) Dreyfus Cash Management Plus, Inc.
13) Dreyfus Connecticut Intermediate Municipal Bond Fund
14) Dreyfus Connecticut Municipal Money Market Fund, Inc.
15) Dreyfus Florida Intermediate Municipal Bond Fund
16) Dreyfus Florida Municipal Money Market Fund
17) Dreyfus Founders Funds, Inc.
18) The Dreyfus Fund Incorporated
19) Dreyfus Global Bond Fund, Inc.
20) Dreyfus Global Growth Fund
21) Dreyfus GNMA Fund, Inc.
22) Dreyfus Government Cash Management Funds
23) Dreyfus Growth and Income Fund, Inc.
24) Dreyfus Growth and Value Funds, Inc.
25) Dreyfus Growth Opportunity Fund, Inc.
26) Dreyfus Debt and Equity Funds
27) Dreyfus Index Funds, Inc.
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Preferred Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Funds, Inc.
34) Dreyfus Investment Grade Bond Funds, Inc.
35) Dreyfus Investment Portfolios
36) The Dreyfus/Laurel Funds, Inc.
37) The Dreyfus/Laurel Funds Trust
38) The Dreyfus/Laurel Tax-Free Municipal Funds
39) Dreyfus LifeTime Portfolios, Inc.
40) Dreyfus Liquid Assets, Inc.
41) Dreyfus Massachusetts Intermediate Municipal Bond Fund
42) Dreyfus Massachusetts Municipal Money Market Fund
43) Dreyfus Massachusetts Tax Exempt Bond Fund
44) Dreyfus MidCap Index Fund
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
48) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Municipal Cash Management
54) Dreyfus New York Tax Exempt Bond Fund, Inc.
55) Dreyfus New York Tax Exempt Intermediate Bond Fund
56) Dreyfus New York Tax Exempt Money Market Fund
57) Dreyfus U.S. Treasury Intermediate Term Fund
58) Dreyfus U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62) Dreyfus Pennsylvania Municipal Money Market Fund
63) Dreyfus Premier California Municipal Bond Fund
64) Dreyfus Premier Equity Funds, Inc.
65) Dreyfus Premier International Funds, Inc.
66) Dreyfus Premier GNMA Fund
67) Dreyfus Premier Opportunity Funds
68) Dreyfus Premier Worldwide Growth Fund, Inc.
69) Dreyfus Premier Municipal Bond Fund
70) Dreyfus Premier New York Municipal Bond Fund
71) Dreyfus Premier State Municipal Bond Fund
72) Dreyfus Premier Value Equity Funds
73) Dreyfus Short-Intermediate Government Fund
74) Dreyfus Short-Intermediate Municipal Bond Fund
75) The Dreyfus Socially Responsible Growth Fund, Inc.
76) Dreyfus Stock Index Fund
77) Dreyfus Tax Exempt Cash Management
78) The Dreyfus Premier Third Century Fund, Inc.
79) Dreyfus Treasury Cash Management
80) Dreyfus Treasury Prime Cash Management
81) Dreyfus Variable Investment Fund
82) Dreyfus Worldwide Dollar Money Market Fund, Inc.
83) General California Municipal Bond Fund, Inc.
84) General California Municipal Money Market Fund
85) General Government Securities Money Market Funds, Inc.
86) General Money Market Fund, Inc.
87) General Municipal Bond Fund, Inc.
88) General Municipal Money Market Funds, Inc.
89) General New York Municipal Bond Fund, Inc.
90) General New York Municipal Money Market Fund
<TABLE>
<CAPTION>
<S> <C> <C>
(b)
Positions and
Name and principal offices with
business address Positions and offices with the Distributor Registrant
---------------- ------------------------------------------ ----------
Thomas F. Eggers * Chief Executive Officer and Chairman of the Board None
J. David Officer * President and Director None
Stephen Burke * Executive Vice President and Director None
Charles Cardona * Executive Vice President and Director Executive Vice
President
Anthony DeVivio ** Executive Vice President and Director None
Michael Millard ** Executive Vice President and Director None
David K. Mossman ** Executive Vice President None
Jeffrey N. Nachman *** Executive Vice President and Chief Operations Officer None
William T. Sandalls, Jr. * Executive Vice President None
William H. Maresca * Chief Financial Officer and Director None
James Book ** Senior Vice President None
Ken Bradle ** Senior Vice President None
Stephen R. Byers * Senior Vice President None
Joseph Connolly * Senior Vice President Vice President
and Treasurer
Joseph Eck + Senior Vice President None
William Glenn * Senior Vice President None
Bradley Skapyak * Senior Vice President None
Jane Knight * Chief Legal Officer and Secretary None
Stephen Storen * Chief Compliance Officer None
Jeffrey Cannizzaro * Vice President - Compliance None
John Geli ** Vice President None
Maria Georgopoulos * Vice President - Facilities Management None
William Germenis * Vice President - Compliance None
Walter T. Harris * Vice President None
Janice Hayles * Vice President None
Hal Marshall * Vice President - Compliance None
Paul Molloy * Vice President None
B.J. Ralston ** Vice President None
Theodore A. Schachar * Vice President - Tax None
James Windels * Vice President Assistant
Treasurer
James Bitetto * Assistant Secretary None
Ronald Jamison * Assistant Secretary None
* Principal business address is 200 Park Avenue, New York, NY 10166.
** Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144.
*** Principal business address is 401 North Maple Avenue, Beverly Hills, CA 90210.
**** Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258
+ Principal business address is One Boston Place, Boston, MA 02108
</TABLE>
Item 28. Location of Accounts and Records
------- --------------------------------
1. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
2. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
3. 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 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 31st day of October, 2000.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
--------------------------------------------------
BY: /s/ Stephen E. Canter*
----------------------------------
STEPHEN E. CANTER, 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/ Stephen E. Canter* President (Principal
-------------------- Executive Officer) and 10/31/00
Stephen E. Canter Director
/s/ Joseph E. Connolly* Treasurer (Principal 10/31/00
------------------- Financial Officer)
Joseph E. Connolly
/s/ Joseph S. DiMartino* Chairman of the Board 10/31/00
-------------------- of Directors
Joseph S. DiMartino
/s/ Clifford L. Alexander* Director 10/31/00
----------------------
Clifford L. Alexander
/s/ Lucy Wilson Benson* Director 10/31/00
---------------------
Lucy Wilson Benson
*BY: /s/ Jeff Prusnofsky
Jeff Prusnofsky
Attorney-in-Fact
EXHIBIT INDEX
Exhibits
(a) (2) Articles of Amendment.
(a) (3) Articles Supplementary.
(e) Distribution Agreement.
(h) Shareholder Services Plan, as revised.
(m) Form of Rule 12b-1 Distribution Plan and Distribution
Plan Agreements.
(n) Rule 18f-3 Plan.
