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Dreyfus Socially Responsible Growth Fund Inc – ‘485BPOS’ on 4/29/99

As of:  Thursday, 4/29/99   ·   Effective:  5/1/99   ·   Accession #:  890064-99-6   ·   File #s:  33-49014, 811-07044

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  As Of                Filer                Filing    For·On·As Docs:Size

 4/29/99  Dreyfus Socially Responsible..Inc 485BPOS     5/01/99    3:127K

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Post-Effective Amendment No.7                         52±   228K 
 2: EX-23       Consent of Independent Accountant                      1      5K 
 3: EX-27       Financial Data Schedule                                2±     8K 


485BPOS   —   Post-Effective Amendment No.7
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2The Fund
9Shareholder Services Plan
"Determination of Net Asset Value
"Item 23. Exhibits
"Item 23. Exhibits - List (continued)
"Item 24. Persons Controlled by or under Common Control with Registrant
"Item 25. Indemnification
"Item 26. Business and Other Connections of Investment Adviser
"Item 26. Business and Other Connections of Investment Adviser (continued)
"Item 27. Principal Underwriters
"Item 28. Location of Accounts and Records
"Item 29. Management Services
"Item 30. Undertakings
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File Nos. 33-49014 811-7044 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. [ ] Post-Effective Amendment No. 7 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 9 [X] (Check appropriate box or boxes.) THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. (Exact Name of Registrant as Specified in Charter) c/o The Dreyfus Corporation 200 Park Avenue, New York, New York 10166 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (212) 922-6000 Mark N. Jacobs, Esq. 200 Park Avenue New York, New York 10166 (Name and Address of Agent for Service) It is proposed that this filing will become effective (check appropriate box) immediately upon filing pursuant to paragraph (b) ---- X on May 1, 1999 pursuant to paragraph (b) ---- 60 days after filing pursuant to paragraph (a)(i) ---- on (date) pursuant to paragraph (a)(i) ---- 75 days after filing pursuant to paragraph (a)(ii) ---- on (date) pursuant to paragraph (a)(ii) of Rule 485 ---- If appropriate, check the following box: this post-effective amendment designates a new effective date for a previously filed post-effective amendment. ---- The Dreyfus Socially Responsible Growth Fund, Inc. Investing in large-cap stocks that meet certain financial as well as social criteria PROSPECTUS May 1, 1999 As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
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The Fund The Dreyfus Socially Responsible Growth Fund, Inc. GOAL/APPROACH The fund seeks to provide capital growth, with current income as a secondary goal. To pursue these goals, the fund invests primarily in the common stock of companies that, in the opinion of the fund's management, meet traditional investment standards and conduct their business in a manner that contributes to the enhancement of the quality of life in America. In choosing stocks, NCM Capital Management Group, Inc. ("NCM") first reviews potential investments based on fundamental security analysis. If a potential investment meets traditional financial concerns, it is designated to Dreyfus, which uses publicly available information, including reports prepared by "watchdog" groups and governmental agencies, to assess a company's record, based on the fund's social screens. If this assessment does not reveal a negative pattern of conduct, the company's stock is eligible for purchase. Dreyfus supplements its initial assessment with additional research. If management decides that a company's conduct does not contribute to the enhancement of the quality of life in America, the stock will not be purchased. If it is already owned by the fund, it will be sold as soon as reasonably possible, consistent with the best interests of the fund. The fund may invest in companies with substantial overseas activities, but management does not currently examine corporate activities outside the U.S. Contents The Fund -------------------------------------------------------------------------------- Goal/Approach INSIDE COVER Main Risks 1 Past Performance 1 Expenses 2 Management 3 Financial Highlights 4 Account Information -------------------------------------------------------------------------------- Account Policies 5 Distributions and Taxes 5 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, over which the fund assumes no responsibility. Conflicts may arise between the interests of VA contract holders and VLI policyholders. The board of directors will monitor events to identify any material conflicts and, if such conflicts arise, determine what action, if any, should be taken. While the fund's investment objectives and policies may be similar to those of other funds managed by the investment advisers, the fund's investment results may be higher or lower than, and may not be comparable to, those of the other funds. Concepts to understand SOCIAL SCREENING: to assess whether a company contributes to the enhancement of the quality of life in America, the fund considers a company's record in the areas of: (1) protection and improvement of the environment and the proper use of our natural resources, (2) occupational health and safety, (3) consumer protection and product purity, and (4) equal employment opportunity. Consistent with its consumer protection screen, the fund will not purchase shares in a company that manufactures tobacco products. Because there are few generally accepted measures of achievement in these areas, the development of suitable measurement techniques will be largely in the discretion and judgment of fund management. The fund does not evaluate a company's activities not directly related to its business (such as participation in community improvement projects) or the secondary implications of corporate activities (for example, in looking at banks, the business activities of their borrowers will not be evaluated).
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MAIN RISKS While stocks have historically been a leading choice of long-term investors, they do fluctuate in price. The value of your investment in the fund will go up and down, which means that you could lose money. The fund's socially responsible investment criteria may limit the number of investment opportunities available to the fund, and as a result, the fund may produce more modest gains than funds that are not subject to such special investment considerations. To the extent the fund invests in midsize and small companies, the fund may carry additional risks because their earnings tend to be less predictable, their share prices more volatile and their securities less liquid than larger, more established companies. Under adverse market conditions, the fund could invest some or all of its assets in certain fixed-income and money market securities of eligible companies and domestic banks. Although the fund would do this to avoid losses, it could have the effect of reducing the benefit from any upswing in the market. During the period, the fund may not achieve its primary investment objective. The fund may write (sell) covered call option contracts to hedge the fund's portfolio and increase returns. There is the risk that such transactions sometimes may reduce returns or increase volatility. At times, the fund may engage in short-term trading, which could produce higher brokerage costs and taxable distributions. PAST PERFORMANCE The two tables below provide some indication of the risks of investing in the fund by showing the fund's annual returns and its long-term performance. The first table shows how the fund's performance has varied from year to year. The second table compares the performance of the fund over time to that of the S&P 500((reg.tm)), a widely recognized unmanaged index of stock performance. Both tables assume the reinvestment of dividends and distributions. Of course, the past is not a prediction of the future. -------------------------------------------------------------------------------- Year-by-year total return AS OF 12/31 EACH YEAR (%) 1.49 34.50 21.23 28.43 29.38 89 90 91 92 93 94 95 96 97 98 BEST QUARTER: Q4 '98 +23.87% WORST QUARTER: Q3 '98 -11.77% -------------------------------------------------------------------------------- [Enlarge/Download Table] Average annual total return AS OF 12/31/98 Since inception 1 Year 5 Years (10/7/93) --------------------------------------------------------------------------------------------------------------------------------- FUND 29.38% 22.43% 23.01% S&P 500 28.60% 24.05% 23.32%* * FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 9/30/93 IS USED AS THE BEGINNING VALUE ON 10/7/93. What the fund is -- and isn't The fund is a mutual fund: a pooled investment that is professionally managed and gives you the opportunity to participate in financial markets. It strives to reach its stated goals, although as with all mutual funds, it cannot offer guaranteed results. An investment in the fund is not a bank deposit. It is not insured or guaranteed by the FDIC or any other government agency. It is not a complete investment program. You could lose money in the fund, but you also have the potential to make money. Additional costs Performance information reflects the fund's expenses only and does not reflect the fees and charges imposed by participating insurance companies under their VA contracts or VLI policies. Because these fees and charges will reduce total return, VA contract holders and VLI policyholders should consider them when evaluating and comparing the fund's performance. VA contract holders and VLI policyholders should consult the prospectus for their contract or policy for more information. The Fund
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1 EXPENSES Investors pay certain fees and expenses in connection with the fund, which are described in the table below. Annual fund operating expenses are paid out of fund assets, so their effect is included in the fund's share price. As with the performance information given previously, these figures do not reflect any fees or charges imposed by participating insurance companies. -------------------------------------------------------------------------------- Fee table ANNUAL FUND OPERATING EXPENSES % OF AVERAGE DAILY NET ASSETS Management fees 0.75% Shareholder services fee 0.00% Other expenses 0.05% -------------------------------------------------------------------------------- TOTAL 0.80% [Enlarge/Download Table] Expense example 1 Year 3 Years 5 Years 10 Years --------------------------------------------------------------------------------------------------------------------------------- $82 $255 $444 $990 This example shows what an investor could pay in expenses over time. It uses the same hypothetical conditions other funds use in their prospectuses: $10,000 initial investment, 5% total return each year and no changes in expenses. The figures shown would be the same whether investors sold their shares at the end of a period or kept them. Because actual return and expenses will be different, the example is for comparison only. Concepts to understand MANAGEMENT FEE: the fee paid to the investment adviser for managing the fund and assisting in all aspects of the fund's operations. SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse Dreyfus Service Corporation for shareholder account service and maintenance. OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer agency, custody, professional and registration fees.
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2 MANAGEMENT The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages one of the nation's leading mutual fund complexes, with more than $121 billion in more than 160 mutual fund portfolios. Dreyfus is the primary mutual fund business of Mellon Bank Corporation, a broad-based financial services company with a bank at its core. With more than $389 billion of assets under management and $1.9 trillion of assets under administration and custody, Mellon provides a full range of banking, investment and trust products and services to individuals, businesses and institutions. Its mutual fund companies place Mellon as the leading bank manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania. During the past fiscal year, the fund paid Dreyfus an investment advisory fee at the annual rate of 0.75% of the fund's average daily net assets. Management philosophy The Dreyfus asset management philosophy is based on the belief that discipline and consistency are important to investment success. For each fund, the firm seeks to establish clear guidelines for portfolio management and to be systematic in making decisions. This approach is designed to provide each fund with a distinct, stable identity. NCM, located at 103 West Main Street, Durham, North Carolina 27705-3638, serves as the fund's sub-investment adviser. NCM was incorporated in 1986 and is one of the nation's largest minority owned investment management firms. As of February 28, 1999, NCM managed or administered approximately $4.49 billion in assets. Portfolio managers Maceo K. Sloan serves as the fund's primary portfolio manager with respect to selection of portfolio securities. Mr. Sloan has held his position with the fund since August 1994 and has been employed by NCM since 1986. Paul Hilton serves as the fund's primary portfolio manager with respect to its areas of social concern. Mr. Hilton has been employed by Dreyfus since August 1998. From April 1997 through August 1998, he was a Research Analyst in the Social Awareness Investment program at Smith Barney Asset Management, a division of Travelers Group. From May 1995 through April 1997, he served as a Project Director for corporate social responsibility research at the Council on Economic Priorities. Concepts to understand YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems used by Dreyfus and the fund's other service providers do not properly process and calculate date-related information from and after January 1, 2000. Dreyfus is working to avoid year 2000-related problems in its systems and to obtain assurances from other service providers that they are taking similar steps. In addition, issuers of securities in which the fund invests may be adversely affected by year 2000-related problems. This could have an impact on the value of the fund's investments and its share price. The Fund
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3 FINANCIAL HIGHLIGHTS The following table describes the fund's performance for the fiscal periods indicated. Certain information reflects financial results for a single fund share. "Total return" shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been independently audited by Ernst & Young LLP, whose report, along with the fund's financial statements, is included in the annual report, which is available upon request. Keep in mind that fees and charges imposed by participating insurance companies, which are not reflected in the table, would reduce the total returns that are shown. [Enlarge/Download Table] YEAR ENDED DECEMBER 31, 1998 1997 1996 1995 1994 -------------------------------------------------------------------------------------------------------------------------------- PER-SHARE DATA ($) Net asset value, beginning of period 24.97 20.09 17.31 13.23 13.38 Investment operations: Investment income -- net .05 .09 .05 .08 .35 Net realized and unrealized gain (loss) on investments 7.28 5.63 3.63 4.49 (.15) Total from investment operations 7.33 5.72 3.68 4.57 .20 Distributions: Dividends from investment income -- net (.05) (.10) (.05) (.08) (.35) Dividends from net realized gain on investments (1.17) (.74) (.85) (.41) -- Total distributions (1.22) (.84) (.90) (.49) (.35) Net asset value, end of period 31.08 24.97 20.09 17.31 13.23 Total return (%) 29.38 28.44 21.23 34.56 1.49 --------------------------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Ratio of expenses to average net assets (%) .80 .82 .95 1.27 .25 Ratio of interest expense and loan commitment fees to average net assets (%) .00* .00* .01 -- -- Ratio of net investment income to average net assets (%) .20 .46 .42 .70 4.58 Decrease reflected in above expense ratios due to actions by Dreyfus and the sub-investment adviser (%) -- -- .03 .06 2.60 Portfolio turnover rate (%) 67.60 58.50 126.41 88.52 373.68 -------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period ($ x 1,000) 477,797 275,887 114,570 31,657 10,406 * AMOUNT REPRESENTS LESS THAN .01%.
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4 Account Information ACCOUNT POLICIES Buying/Selling shares Fund shares may be purchased or sold (redeemed) by separate accounts of participating insurance companies. VA contract holders and VLI policyholders should consult the prospectus of the separate account of the participating insurance company for more information about buying or selling fund shares. The price for fund shares is the fund's NAV, which is generally calculated as of the close of trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time) every day the exchange is open. Purchase and sale orders from separate accounts received in proper form by the participating insurance company on a given business day are priced at the NAV calculated on such day, provided that the orders are received by the fund in proper form on the next business day. The participating insurance company is responsible for properly transmitting purchase and sale orders. Wire purchase payments may be made if the bank account of the participating insurance company is in a commercial bank that is a member of the Federal Reserve System or any other bank having a correspondent bank in New York City. Immediately available funds may be transmitted by wire to The Bank of New York (DDA#8900118474/The Dreyfus Socially Responsible Growth Fund, Inc.), for purchase of fund shares. The wire must include the fund account number (for new accounts, a taxpayer identification number should be included instead), account registration and dealer number if applicable of the participating insurance company. The fund's investments are generally valued based on market value, or where market quotations are not readily available, based on fair value as determined in good faith by the fund's board. DISTRIBUTIONS AND TAXES The fund generally pays dividends from its net investment income and distributes any net capital gains that it has realized once a year. Distributions will be reinvested in the fund unless instructed otherwise by a participating insurance company. Since the fund's shareholders are the participating insurance companies and their separate accounts, the tax treatment of dividends and distributions will depend on the tax status of the participating insurance company. Accordingly, no discussion is included as to the federal income tax consequences to VA contract holders and VLI policyholders. For this information, VA contract holders and VLI policyholders should consult the prospectus of the separate account of the participating insurance company or their tax advisers. Participating insurance companies should consult their tax advisers about federal, state and local tax consequences. Who the shareholders are The participating insurance companies and their separate accounts are the shareholders of the fund. From time to time, a shareholder may own a substantial number of fund shares. The sale of a large number of shares could hurt the fund's net asset value per share (NAV). Account Information
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5 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 manager discussing recent market conditions, economic trends and fund strategies that significantly affected the fund's performance during the last fiscal year. Statement of Additional Information (SAI) Provides more details about the fund and its policies. A current SAI is on file with the Securities and Exchange Commission (SEC) and is incorporated by reference (is legally considered part of this prospectus). To obtain information: BY TELEPHONE Call 1-800-554-4611 or 516-338-3300 BY MAIL Write to: The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard Uniondale, NY 11556-0144 ON THE INTERNET Text-only versions of fund documents can be viewed online or downloaded from: http://www.sec.gov You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 1-800-SEC-0330) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549-6009. (c) 1999, Dreyfus Service Corporation 111P0599 This prospectus is printed on recycled paper.
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THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. (STATEMENT OF ADDITIONAL INFORMATION) PART B MAY 1, 1999 This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the current Prospectus of The Dreyfus Socially Responsible Growth Fund, Inc. (the "Fund"), dated May 1, 1999, as it may be revised from time to time. To obtain a copy of the Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York, 11556-0144, or call 1-800-554-4611 or 516-338-3300. Shares of the Fund are offered only to variable annuity and variable life insurance separate accounts established by insurance companies ("Participating Insurance Companies") to fund variable annuity contracts and variable life insurance policies (collectively, "Policies"). The Fund's most recent Annual Report and Semi-Annual Report to Shareholders are separate documents supplied with this Statement of Additional Information, and the financial statements, accompanying notes and report of independent auditors appearing in the Annual Report are incorporated by reference into this Statement of Additional Information. TABLE OF CONTENTS Page Description of the Fund B-2 Management of the Fund B-9 Management Agreements B-12 Shareholder Services Plan B-17 How to Buy Shares B-17 How to Redeem Shares B-18 Determination of Net Asset Value B-19 Dividends, Distributions and Taxes B-20 Portfolio Transactions B-22 Performance Information B-23 Information About the Fund B-24 Counsel and Independent Auditors B-25 DESCRIPTION OF THE FUND The Fund is a Maryland corporation that was formed on July 20, 1992 and commenced operations on October 7, 1993. The Fund is an open-end management investment company, known as a mutual fund. The Fund is a diversified fund, which means that, with respect to 75% of the Fund's total assets, the Fund will not invest more than 5% of its assets in the securities of any single issuer. The Dreyfus Corporation (the "Manager") serves as the Fund's investment adviser. The Manager has engaged NCM Capital Management Group, Inc. ("NCM") to serve as the Fund's sub-investment adviser. NCM provides day-to-day management of the Fund's portfolio, subject to the supervision of the Manager. Premier Mutual Fund Services, Inc. (the "Distributor") is the distributor of the Fund's shares. Certain Portfolio Securities The following information supplements and should be read in conjunction with the Fund's Prospectus. During a period when it becomes desirable to move the Fund toward a defensive position because of adverse trends in the financial markets or the economy, the Fund may invest some or all of its assets in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, corporate bonds, high grade commercial paper, repurchase agreements, time deposits, bank certificates of deposit, bankers' acceptances and other short- term bank obligations issued in this country as well as those issued in dollar denominations by the foreign branches of U.S. banks, and cash or cash equivalents, without limit as to amount, as long as such investments are made in securities of eligible companies and domestic banks. The Fund also may purchase these types of securities when it has cash reserves or in anticipation of taking a market position. U.S. Government Securities. U.S. Government securities include a variety of U.S. Treasury Securities, which differ in their interest rates, maturities and times of issuance: Treasury Bills have initial maturities of one year or less; Treasury Notes have initial maturities of one to ten years; and Treasury Bonds generally have initial maturities of greater then ten years. Some obligations issued or guaranteed by U.S. Government agencies and instrumentalities, such as Government National Mortgage Association pass-through certificates, are supported by the full faith and credit of the U.S. Treasury; others, such as those of the Federal Home Loan Banks, by the right of the issuer to borrow from the U.S. Treasury; others, such as those issued by the Federal National Mortgage Association, by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and others, such as those issued by the Student Loan Marketing Association, only by the credit of the instrumentality. These securities bear fixed, floating or variable rates of interest. Principal and interest may fluctuate based on generally recognized reference rates or the relationship of rates. While the U.S. Government provides financial support to such U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so since it is not so obligated by law. The Fund will invest in such securities only when the Fund is satisfied that the credit risk with respect to the issuer is minimal. Foreign Securities. The Fund may invest in foreign securities. Foreign securities markets generally are not as developed or efficient as those in the United States. Securities of some foreign issuers are less liquid and more volatile than securities of comparable U.S. issuers. Similarly, volume and liquidity in most foreign securities markets are less than in the United States and, at times, volatility of price can be greater than in the United States. Because evidences of ownership of such securities usually are held outside the United States, the Fund will be subject to additional risks which include possible adverse political and economic developments, seizure or nationalization of foreign deposits and adoption of governmental restrictions which might adversely affect or restrict the payment of principal and interest on the foreign securities to investors located outside the country of the issuer, whether from currency blockage or otherwise. Since foreign securities often are purchased with and payable in currencies of foreign countries, the value of these assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and exchange control regulations. Illiquid Securities. The Fund may invest up to 15% of the value of its net assets in securities which are illiquid securities, provided such investments are consistent with the Fund's investment objectives. Illiquid securities are securities which are not readily marketable, including those with legal or contractual restrictions on resale. Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), permits certain resales of restricted securities to qualified institutional buyers without registration under the Securities Act ("Rule 144A Securities"). The Fund's Board has directed the Manager to monitor the Fund's investments in such securities with particular regard to trading activity, availability of reliable price information and other relevant information, and has approved procedures to determine whether a readily available market exists. Rule 144A Securities for which there is a readily available market are not illiquid. Investment in illiquid securities subjects the Fund to the risk that it will not be able to sell such securities when it may be opportune to do so, which could adversely affect the Fund's net asset value. When the Fund purchases securities that are illiquid due to the fact that such securities have not been registered under the Securities Act, the Fund will endeavor to obtain the right to registration at the expense of the issuer. Generally, there will be a lapse of time between the Fund's decision to sell any such securities and the registration of the securities permitting sale. The valuation of illiquid securities will be monitored by the Manager subject to the supervision of the Fund's Board. Repurchase Agreements. Repurchase agreements involve the acquisition by the Fund of an underlying debt instrument subject to an obligation of the seller to repurchase, and the Fund to resell, the instrument at a fixed price, usually not more than one week after its purchase. The Fund's custodian will have custody of, and will hold in a segregated account, securities acquired by the Fund under a repurchase agreement. Repurchase agreements are considered by the staff of the Securities and Exchange Commission to be loans by the Fund. In an attempt to reduce the risk of incurring a loss on a repurchase agreement, the Fund will enter into repurchase agreements only with domestic banks with total assets in excess of one billion dollars or primary government securities dealers reporting to the Federal Reserve Bank of New York, with respect to securities of the type in which the Fund may invest, and the Fund will require that additional securities be deposited with its custodian if the value of the securities purchased should decrease below resale price. The Manager will monitor on an ongoing basis the value of the collateral to assure that it always equals or exceeds the repurchase price. Certain costs may be incurred by the Fund in connection with the sale of the securities if the seller does not repurchase them in accordance with the repurchase agreement. In addition, if bankruptcy proceedings are commenced with respect to the seller of the securities, realization on the securities by the Fund may be delayed or limited. The Fund will consider on an ongoing basis the creditworthiness of the institutions with which it enters into repurchase agreements. Certificates of Deposit. Certificates of deposit are negotiable certificates evidencing the obligation of a bank to repay funds deposited with it for a specified period of time. Time Deposits. Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time (in no event longer than seven days) at a stated interest rate. Bankers' Acceptances. Bankers' acceptances are credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and the drawer to pay the face amount of the instrument upon maturity. Investment Techniques The following information supplements and should be read in conjunction with the Fund's Prospectus. Writing and Purchasing Options. To earn additional income on its portfolio, the Fund, to a limited extent, may write covered call options on securities owned by the Fund ("covered options" or "options") and purchase call options in order to close option transactions, as described below. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying security at the exercise price at any time during the option period, regardless of the market price of the security. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. When a covered option is written by the Fund, the Fund will make arrangements with the Fund's Custodian, to segregate the underlying securities until the option either is exercised, expires or the Fund closes out the option as described below. A covered option sold by the Fund exposes the Fund during the term of the option to possible loss of opportunity to realize appreciation in the market price of the underlying security or to possible continued holding of a security which might otherwise have been sold to protect against depreciation in the market price of the security. To limit this exposure, the value of the portfolio securities underlying covered call options written by the Fund will be limited to an amount not in excess of 20% of the value of the Fund's net assets at the time such options are written. The Fund will purchase call options only to close out open positions. To close out a position, the Fund may make a "closing purchase transaction," which involves purchasing a call option on the same security with the same exercise price and expiration date as the option which it has previously written on a particular security. The Fund will realize a profit (or loss) from a closing purchase transaction if the amount paid to purchase a call option is less (or more) than the amount received from the sale thereof. Borrowing Money. The Fund is permitted to borrow to the extent permitted under the Investment Company Act of 1940, as amended (the "Act"), which permits an investment company to borrow an amount up to 33 1/3% of the value of its total assets. The Fund currently intends to borrow money only for temporary or emergency (not leveraging) purposes, in an amount up to 15% of the value of the Fund's total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. While borrowings exceed 5% of the Fund's total assets, the Fund will not make any additional investments. Other Investment Considerations and Risks The following information supplements and should be read in conjunction with the Fund's Prospectus. The Fund's objectives and special considerations (social screens), as described in the Fund's Prospectus, cannot be changed without approval by the holders of a majority, as defined in the Act, of the Fund's outstanding voting shares. The Fund's Board of Directors may adopt additional criteria or restrictions governing the Fund's investments if the Board of Directors determines that the new criteria or restrictions are consistent with the Fund's objective of investing in a socially responsible manner, but the Board may not change the four existing special considerations described in the Prospectus without shareholder approval. The Board will review new portfolio acquisitions in light of the Fund's special concerns at their next regular meeting. While the Board will disqualify a company evidencing a pattern of conduct that is inconsistent with the Fund's special standards, the Board need not disqualify a company on the basis of incidents that, in the Board's judgment, do not reflect the company's policies and overall current level of performance in the areas of special concern to the Fund. The performance of companies in the areas of special concern are reviewed regularly to determine their continued eligibility. The Board of Directors of the Fund may, to a limited extent, authorize the purchase of securities of foreign companies which have not been declared eligible for investment ("ineligible securities") in order to facilitate the purchase of securities of other foreign companies which are contributing or will contribute to the enhancement of the quality of life in America and which have been declared eligible for investment ("eligible securities"). Certain countries have limited, either permanently or temporarily, the ability of foreigners to purchase shares of their domestic companies, shares which are already owned outside the country or shares which may be obtained through the sale of shares of other companies located in the same country which are owned outside that country. Accordingly, the Fund may purchase ineligible securities so that these securities may be sold or redeemed in the country of origin, and the proceeds thus received used for the purchase of eligible securities. Otherwise ineligible securities purchased for this limited purpose would be held in the Fund's portfolio for a maximum of 60 days in order to enable the Fund to have sufficient time to provide for the transportation of the securities and their sale or redemption. Most transactions of this type, however, are expected to be completed in a much shorter period. Furthermore, such investments are limited, as a fundamental policy, in the aggregate, to a maximum of 2% of the net assets of the Fund at the time of investment. Engaging in these transactions will result in additional expense to the Fund in the form of brokerage commissions incurred in the purchase and sale of the ineligible security. Finally, the Board of Directors would authorize investments in ineligible securities only for the purpose of facilitating the purchase of securities of a specific eligible company. Simultaneous Investments. Investment decisions for the Fund are made independently from those of other investment companies advised by the Manager and NCM. However, if such other investment companies desire to invest in, or dispose of, the same securities as the Fund, available investments or opportunities for sales will be allocated equitably to each. In some cases, this procedure may adversely affect the size of the position obtained for or disposed of by the Fund or the price paid or received by the Fund. State Insurance Regulation. The Fund is intended to be a funding vehicle for VA contracts and VLI policies to be offered by Participating Insurance Companies and will seek to be offered in as many jurisdictions as possible. Certain states have regulations concerning concentration of investments and certain investment techniques. If applied to the Fund, the Fund may be limited in its ability to engage in such techniques and to manage its portfolio with the flexibility provided herein. It is the Fund's intention to operate in material compliance with current insurance laws and regulations, as applied, in each jurisdiction in which the Fund is offered. Investment Restrictions The Fund has adopted investment restrictions numbered 1 through 16 as fundamental policies. These restrictions cannot be changed without approval by the holders of a majority, as defined in the Act, of the Fund's outstanding voting shares. Investment restrictions numbered 17 and 18 are not fundamental policies and may be changed by vote of a majority of the Fund's Directors at any time. 1. The Fund's special considerations described in the Fund's Prospectus will not be changed without stockholder approval. The Board of Directors may from time to time without stockholder approval adopt additional criteria or restrictions governing the Fund's investments if the Board of Directors determines that the new criteria or restrictions are consistent with the Fund's objective of investing in a socially responsible manner. Any such new criteria or restrictions would not be fundamental policies of the Fund and could be subsequently terminated or changed by the Board of Directors at any time without stockholder approval. 2. The Fund may not purchase the securities of any issuer if such purchase would cause more than 5% of the value of its total assets to be invested in securities of such issuer (except securities of the United States Government or any instrumentality thereof). 3. The Fund may not purchase the securities of any issuer if such purchase would cause the Fund to hold more than 10% of the outstanding voting securities of such issuer. 4. The Fund may not purchase securities of any company having less than three years' continuous operating history (including that of any predecessors), if such purchase would cause the value of the Fund's investments in all such securities to exceed 5% of the value of its net assets. See also Investment Restriction No. 10. 5. The Fund may not purchase securities of closed-end investment companies except in connection with a merger or consolidation of portfolio companies. The Fund shall not purchase or retain securities issued by open- end investment companies other than itself. 6. The Fund may not purchase or retain the securities of any issuer if officers or directors of the Fund or of its investment adviser, who own beneficially more than 1/2 of 1% of the securities of such issuer together own beneficially more than 5% of the securities of such issuer. 7. The Fund may not purchase, hold or deal in commodities or commodity contracts, in oil, gas, or other mineral exploration or development programs, or in real estate but this shall not prohibit the Fund from investing, consistent with Investment Restriction 18 below, in securities of companies engaged in oil, gas or mineral investments or activities. This limitation shall not prevent the Fund from investing in securities issued by a real estate investment trust, provided that such trust is not permitted to invest in real estate or in interests other than mortgages or other security interests. 8. The Fund may not borrow money, except to the extent permitted under the Act. 9. The Fund may not make loans other than by the purchase, consistent with Investment Restriction 18 below, of bonds, debentures or other debt securities of the types commonly offered privately and purchased by financial institutions. The purchase of a portion of an issue of publicly distributed debt obligations shall not constitute the making of loans. 10. The Fund may not act as an underwriter of securities of other issuers. 11. The Fund may not purchase from or sell to any of its officers or directors, or firms of which any of them are members, any securities (other than capital stock of the Fund), but such persons or firms may act as brokers for the Fund for customary commissions. 12. The Fund may not invest in the securities of a company for the purpose of exercising management or control, but the Fund will vote the securities it owns in its portfolio as a shareholder in accordance with its views. 13. The Fund may not purchase securities on margin, but the Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of securities. 14. The Fund may not sell any security short or engage in the purchase and sale of put, call, straddle, or spread options or combinations thereof, or in writing such options, except that the Fund may write and sell covered call option contracts on securities owned by the Fund up to, but not in excess of, 20% of the market value of its net assets at the time such option contracts are written. The Fund may also purchase call options for the purpose of terminating its outstanding obligations with respect to securities upon which covered call option contracts have been written. In connection with the writing of covered call options, the Fund may pledge assets to an extent not greater than 20% of the market value of its total net assets at the time such options are written. 15. The Fund may not concentrate its investments in any particular industry or industries, except that the Fund may invest up to 25% of the value of its total assets in a single industry. 16. The Fund may not purchase warrants in excess of 2% of the value of its net assets. Such warrants shall be valued at the lower of cost or market, except that warrants acquired by the Fund in units or attached to securities shall be deemed to be without value, for purposes of this restriction only. 17. The Fund may not pledge, mortgage, hypothecate or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings. 18. The Fund may not enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid if, in the aggregate, more than 15% of the value of the Fund's net assets would be so invested. If a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage resulting from a change in values or assets will not constitute a violation of that restriction. In addition, the Fund has adopted the following policies as non- fundamental policies. The Fund intends (i) to comply with the diversification requirements prescribed in regulations under Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) to comply in all material respects with insurance laws and regulations applicable to investments of separate accounts of Participating Insurance Companies. As non-fundamental policies, these policies may be changed by vote of a majority of the Board of Directors at any time. MANAGEMENT OF THE FUND The Fund's Board is responsible for the management and supervision of the Fund. The Board approves all significant agreements with those companies that furnish services to the Fund. These companies are as follows: The Dreyfus Corporation Investment Adviser NCM Capital Management Group, Inc. Sub-Investment Adviser Premier Mutual Fund Services, Inc. Distributor Dreyfus Transfer, Inc. Transfer Agent Mellon Bank, N.A. Custodian Board members and officers of the Fund, together with information as to their principal business occupations during at least the last five years, are shown below. Directors of the Fund CLIFFORD L. ALEXANDER, JR., Board Member. President of Alexander & Associates, Inc., a management consulting firm. From 1977 to 1981, Mr. Alexander served as Secretary of the Army and Chairman of the Board of the Panama Canal Company, and from 1975 to 1977, he was a member of the Washington, D.C. law firm of Verner, Liipfert, Bernhard, McPherson and Alexander. He is a director of American Home Products Corporation, Cognizant Corporation, a service provider of marketing information and information technology, The Dun & Bradstreet Corporation, MCI Communications Corporation, Mutual of America Life Insurance Company and TLC Beatrice International Holdings, Inc. He is 65 years old and his address is 400 C. Street, N.E., Washington, D.C. 20002. LUCY WILSON BENSON, Board Member. President of Benson and Associates, consultants to business and government. Mrs. Benson is a director of Communications Satellite Corporation and Logistics Management Institute. She is also a Trustee of the Alfred P. Sloan Foundation, Vice Chairman of the Board of Trustees of Lafayette College, Vice Chairman of the Citizens Network for Foreign Affairs, and a member of the Council on Foreign Relations. From 1980 to 1994, Mrs. Benson was a director of The Grumman Corporation and of the General RE Corporation from 1990 to 1998. Mrs. Benson served as a consultant to the U.S. Department of State and to SRI International from 1980 to 1981. From 1977 to 1980, she was Under Secretary of State for Security Assistance, Science and Technology. She is 71 years old and her address is 46 Sunset Avenue, Amherst, Massachusetts 01002. JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of the Board of various funds in the Dreyfus Family of Funds. He is also a director of The Muscular Dystrophy Association, The Noel Group, Inc., a venture capital company (for which, from February 1995 until November 1997, he was Chairman of the Board), Career Blazers, Inc. (formerly, Staffing Resources, Inc.), a temporary placement agency, HealthPlan Services Corporation, a provider of marketing, administrative and risk management services to health and other benefit programs, Carlyle Industries, Inc. (formerly, Belding Heminway, Inc.), a button packager and distributor, and Century Business Services, Inc. (formerly, International Alliance Services, Inc.), a provider of various outsourcing services for small and medium sized companies. For more than five years prior to January 1995, he was President, a director and, until August 1994, Chief Operating Officer of the Manager and Executive Vice President and a director of Dreyfus Service Corporation, a wholly-owned subsidiary of the Manager. From August 1994 until December 31, 1994, he was a director of Mellon Bank Corporation. He is 55 years old and his address is 200 Park Avenue, New York, New York 10166. For so long as the Fund's plan described in the section captioned "Shareholder Services Plan" remains in effect, the Board members of the Fund who are not "interested persons" of the Fund, as defined in the Act, will be selected and nominated by the Board members who are not "interested persons" of the Fund. The Fund typically pays its Board members an annual retainer and reimburses them for their expenses. The Chairman of the Board receives an additional 25% of such compensation. Any Board member who becomes an Emeritus Board member shall be entitled to receive an annual retainer of one- half the amount paid to Board members. The aggregate amount of compensation paid to each current Board member by the Fund and by all funds in the Dreyfus Family of Funds for which such person is a Board member (the number of which is set forth in parenthesis next to each Board member's total compensation)* for the year ended December 31, 1998, is as follows: Total Compensation Aggregate From Fund and Name of Board Compensation From Fund Complex Member Fund** Paid to Board Member Clifford L. Alexander $2,500 $ 80,918 (38) Lucy Wilson Benson $2,500 $ 77,168 (24) Joseph S. DiMartino $3,125 $619,660 (187) ____________________________ * Represents the number of separate portfolios comprising the investment companies in the Fund Complex, including the Fund, for which the Board member serves. ** Amount does not include reimbursed expenses for attending Board meetings, which amounted to $1,401 for all Board members as a group. Officers of the Fund MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive Officer, Chief Compliance Officer and a director of the Distributor and Funds Distributor, Inc., the ultimate parent of which is Boston Institutional Group, Inc., and an officer of other investment companies advised or administered by the Manager. She is 42 years old. MARGARET W. CHAMBERS, Vice President and Secretary. Senior Vice President and General Counsel of Funds Distributor, Inc., and an officer of other investment companies advised or administered by the Manager. From August 1996 to March 1998, she was Vice President and Assistant General Counsel for Loomis, Sayles & Company, L.P. From January 1986 to July 1996, she was an associate with the law firm of Ropes & Gray. She is 39 years old. STEPHANIE D. PIERCE, Vice President, Assistant Secretary and Assistant Treasurer. Vice President and Client Development Manager of Funds Distributor, Inc., and an officer of other investment companies advised or administered by the Manager. From April 1997 to March 1998, she was employed as a Relationship Manager with Citibank, N.A. From August 1995 to April 1997, she was an Assistant Vice President with Hudson Valley Bank, and from September 1990 to August 1995, she was Second Vice President with Chase Manhattan Bank. She is 30 years old. MARY A. NELSON, Vice President and Assistant Treasurer. Vice President of the Distributor and Funds Distributor, Inc., and an officer of other investment companies advised or administered by the Manager. From September 1989 to July 1994, she was an Assistant Vice President and Client Manager for The Boston Company, Inc. She is 35 years old. GEORGE A. RIO, Vice President and Assistant Treasurer. Executive Vice President and Client Service Director of Funds Distributor, Inc., and an officer of other investment companies advised or administered by the Manager. From June 1995 to March 1998, he was Senior Vice President and Senior Key Account Manager for Putnam Mutual Funds. From May 1994 to June 1995, he was Director of Business Development for First Data Corporation. From September 1983 to May 1994, he was Senior Vice President and Manager of Client Services and director of Internal Audit at The Boston Company, Inc. He is 44 years old. JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice President, Treasurer, Chief Financial Officer and a director of the Distributor and Funds Distributor, Inc., and an officer of other investment companies advised or administered by the Manager. From July 1988 to August 1994, he was employed by The Boston Company, Inc. where he held various management positions in the Corporate Finance and Treasury areas. He is 36 years old. DOUGLAS C. CONROY, Vice President and Assistant Secretary. Assistant Vice President of Funds Distributor, Inc., and an officer of other investment companies advised or administered by the Manager. From April 1993 to January 1995, he was a Senior Fund Accountant for Investors Bank & Trust Company. He is 30 years old. CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice President and Senior Associate General Counsel of Funds Distributor, Inc., and an officer of other investment companies advised or administered by the Manager. From April 1994 to July 1996, he was Assistant Counsel at Forum Financial Group. He is 34 years old. KATHLEEN K. MORRISEY, Vice President and Assistant Secretary. Manager of Treasury Services Administration of Funds Distributor, Inc., and an officer of other investment companies advised or administered by the Manager. From July 1994 to November 1995, she was a Fund Accountant for Investors Bank & Trust Company. She is 26 years old. ELBA VASQUEZ, Vice President and Assistant Secretary. Assistant Vice President of Funds Distributor, Inc., and an officer of other investment companies advised or administered by the Manager. From March 1990 to May 1996, she was employed by U.S. Trust Company of New York, where she held various sales and marketing positions. She is 37 years old. The address of each officer of the Fund is 200 Park Avenue, New York, New York 10166. Board members and officers of the Fund, as a group, owned less than 1% of the Fund's shares of common stock outstanding on April 26, 1999. The following persons are known by the Fund to own of record 5% or more of the Fund's outstanding voting securities on April 26, 1999: Nationwide Variable Account II, CO47 c/o IPO, P.O. Box 182029, Columbus, OH 43218-2029 - 53.85%; TransAmerica Occidental Life Insurance Company, Separate Account VA-2L, Accounting Department, P.O. Box 33849, Charlotte, NC 28233-3849 - 12.09%; Nationwide Life Insurance Co., NWVA-9, c/o IPO Portfolio Accounting, P.O. Box 182029, Columbus, OH 43218-2029 - 10.71%; Nationwide Multi-Flex (NEA), CO48 c/o IPO, P.O. Box 182029, Columbus, OH 43218-2029 - 7.60%. A shareholder that owns, directly or indirectly, 25% or more of the Fund's voting securities may be deemed to be a "control person" (as defined in the Act) of the Fund. MANAGEMENT ARRANGEMENTS Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). Mellon is a publicly owned multibank holding company incorporated under Pennsylvania law in 1971 and registered under the Federal Bank Holding Company Act of 1956, as amended. Mellon provides a comprehensive range of financial products and services in domestic and selected international markets. Mellon is among the twenty-five largest bank holding companies in the United States based on total assets. The Manager provides investment advisory services pursuant to the Management Agreement (the "Agreement") dated August 2, 1994, between the Manager and the Fund which is subject to annual approval by (i) the Board of Directors of the Fund or (ii) vote of a majority (as defined in the Act) of the outstanding voting securities of the Fund, provided that in either event the continuance also is approved by a majority of the Board of Directors who are not "interested persons" (as defined in the Act) of the Fund or the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval. The Board of Directors, including a majority of the Directors who are not "interested persons," last approved the Agreement at a meeting held on July 16, 1998. Shareholders approved the Agreement on August 2, 1994. The Agreement is terminable without penalty, on 60 days' notice, by the Board of Directors of the Fund or by vote of the holders of a majority of the Fund's shares, or, upon not less than 90 days' notice, by the Manager. The Agreement will terminate automatically in the event of its assignment (as defined in the Act). As compensation for the Manager's services to the Fund, under the Agreement the Fund has agreed to pay the Manager a fee, computed monthly, at an annual rate of .75 of 1% of the Fund's average daily net assets. All fees and expenses are accrued daily and deducted before declaration of dividends to shareholders. For the fiscal year ended December 31, 1996, the investment advisory fee under the Agreement amounted to $522,795 and was reduced by $19,166 pursuant to an undertaking by the Manager, resulting in a net fee being paid to the Manager of $503,629. For the fiscal years ended December 31, 1997 and December 31, 1998 the investment advisory fees amounted to $1,447,157 and $2,684,102, respectively. The following persons are officers and/or directors of the Manager: Christopher M. Condron, Chairman of the Board and Chief Executive Officer; Stephen E. Canter, President, Chief Operating Officer, Chief Investment Officer and a director; Thomas F. Eggers, Vice Chairman-Institutional and a director; Lawrence S. Kash, Vice Chairman and a director; Ronald P. O'Hanley, III, Vice Chairman; J. David Officer, Vice Chairman and a director; William T. Sandalls, Jr., Executive Vice President; Mark N. Jacobs, Vice President, General Counsel and Secretary; Diane P. Durnin, Vice President-Product Development; Patrice M. Kozlowski, Vice President- Corporate Communications; Mary Beth Leibig, Vice President-Human Resources; Andrew S. Wasser, Vice President-Information Systems; Theodore A. Schachar, Vice President; Wendy Strutt, Vice President; Richard Terres, Vice President; William H. Maresca, Controller; James Bitetto, Assistant Secretary; Steven F. Newman, Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt, Steven G. Elliot, Martin C. McGuinn, Richard W. Sabo and Richard F. Syron, directors. Sub-Investment Adviser. NCM provides sub-investment advisory services to the Fund pursuant to an Amended and Restated Sub-Investment Advisory Agreement dated April 22, 1996 between the Manager and NCM (the "Sub- Investment Advisory Agreement"). The Sub-Investment Advisory Agreement is subject to annual approval by (i) the Board of Directors of the Fund or (ii) vote of a majority (as defined in the Act) of the Fund's outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Directors who are not "interested persons" (as defined in the Act) of any party to the Sub-Investment Advisory Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. The Board of Directors, including a majority of the Directors who are not "interested persons," last approved the Sub-Investment Advisory Agreement at a meeting held on July 16, 1998. Shareholders approved the Sub- Investment Advisory Agreement on April 18, 1996. The Sub-Investment Advisory Agreement contains a restriction on NCM's ability to act as the investment adviser or sub-investment adviser for other funds with socially responsible investment policies without the consent of the Fund or the Manager. The Sub-Investment Advisory Agreement is terminable without penalty, on 60 days' notice, by the Manager, by the Board of Directors of the Fund or by vote of the holders of a majority of the Fund's shares, or, upon not less than 90 days' notice, by NCM. The Sub-Investment Advisory Agreement will terminate automatically in the event of its assignment (as defined in the Act). In addition, if the Management Agreement terminates for any reason, the Sub-Investment Advisory Agreement will terminate effective upon the date the Management Agreement terminates. As compensation for NCM's services under the Sub-Investment Advisory Agreement, the Manager has agreed to pay NCM a fee, payable monthly, at an annual rate as set forth below: Annual Fee as a Percentage of Total Assets Average Daily Net Assets 0 to $32 million .10 of 1% In excess of $32 million to $150 million .15 of 1% In excess of $150 million to $300 million .20 of 1% In excess of $300 million .25 of 1% For the period from August 2, 1994 through April 21, 1996, NCM served as the Fund's sub-investment adviser pursuant to a sub-investment advisory agreement (the "Former NCM Agreement") dated August 2, 1994 between NCM and the Manager. Pursuant to the Former NCM Agreement, the Manager paid NCM a sub-investment advisory fee at the annual rate of .10 of 1% of the Fund's average daily net assets up to $500 million; and .20 of 1% of the Fund's average daily net assets in excess of $500 million. For the period from January 1, 1996 to April 21, 1996, the Manager paid NCM a sub-advisory fee of $21,325 pursuant to the Former NCM Agreement and for the period from April 22, 1996 to December 31, 1996, the Manager paid NCM a sub-advisory fee of $54,267 pursuant to the Sub-Investment Advisory Agreement. For the fiscal years ended December 31, 1997 and 1998, the Manager paid NCM a sub- investment advisory fee of $296,615 and $654,784, respectively, pursuant to the Sub-Investment Advisory Agreement. At a meeting of the Fund's Board of Directors held on January 14, 1999, the Board approved a new sub-investment advisory agreement between the Manager and NCM, relating to the Fund (the "New Sub-Investment Advisory Agreement"), the terms of which (including the fee structure pursuant to which the Manager pays NCM) are identical to the terms of the Sub-Investment Advisory Agreement in all material respects. Fund shareholders approved the New Sub-Investment Advisory Agreement at a Special Meeting of Shareholders held on April 14, 1999. It is currently contemplated that the New Sub- Investment Advisory Agreement will become effective, and will replace the Sub-Investment Advisory Agreement, on or about June 30, 1999. The following persons are officers and/or directors of NCM: Maceo K. Sloan, Chairman, President and Chief Executive Officer; Justin F. Beckett, Executive Vice President and Director; Peter J. Anderson, Director; Morris Goodwin, Jr., Director; Stephen W. Rozzell, Director; Edith H. Noel, Senior Vice President, Corporate Secretary and Treasurer; Clifford D. Mpare, Executive Vice President and Co-Chief Investment Officer; Ben Blakney, Executive Vice President and Chief Operating Officer; Victoria Treadwell, Senior Vice President and Director of Client Services; Paul L. VanKampen, Senior Vice President and Director of Fixed Income; Tammie F. Coley, Senior Vice President and Chief Financial Officer; David C. Carter, Vice President; Michael J. Ferraro, Vice President and Director of Trading; David A. Halloran, Senior Vice President and Director of Equities; Linda Jordan, Regional Vice President-Marketing; Lorenzo Newsome, Senior Vice President and Director of Fixed Income-Research; Marc Reid, Vice President-Client Services; Drake J. Craig, Vice-President; Reginald Weaver, Assistant Vice President-Trading. NCM provides day-to-day management of the Fund's portfolio of investments in accordance with the stated policies of the Fund, subject to the supervision of the Manager and the approval of the Fund's Board of Directors. The Manager and NCM provide the Fund with portfolio managers who are authorized by the Board to execute purchases and sales of securities. The Fund's portfolio managers are Paul A. Hilton (with respect to the Fund's areas of special concern) Maceo K. Sloan and Clifford Mpare. The Manager and NCM also maintain research departments with professional staffs of portfolio managers and securities analysts who provide research services for the Fund as well as for other funds advised by the Manager or NCM. The Manager has a personal securities trading policy (the "Policy") which restricts the personal securities transactions of its employees. Its primary purpose is to ensure that personal trading by the Manager's employees does not disadvantage any fund managed by the Manager. Under the Policy, the Manager's employees must preclear personal transactions in securities not exempt under the Policy. In addition, the Manager's employees must report their personal securities transactions and holdings, which are reviewed for compliance with the Policy. In that regard, the Manager's portfolio managers and other investment personnel also are subject to the oversight of Mellon's Investment Ethics Committee. The Manager's portfolio managers and other investment personnel who comply with the Policy's preclearance and disclosure procedures, and the requirements of the Committee, may be permitted to purchase, sell or hold securities which also may be or are held in fund(s) they manage or for which they otherwise provide investment advice. All expenses incurred in the operation of the Fund are borne by the Fund, except to the extent specifically assumed by the Manager and/or NCM. The expenses borne by the Fund include: taxes, interest, brokerage fees and commissions, if any, fees of Directors who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of the Manager or NCM, or any affiliate of the Manager or NCM, Securities and Exchange Commission fees, state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of maintaining the Fund's existence, costs of independent pricing services, costs attributable to investor services (including, without limitation, telephone and personnel expenses), cost of shareholders' reports and meetings, costs of preparing, printing and distributing prospectuses and statements of additional information, and any extraordinary expenses. The Manager and NCM have agreed that if, in any fiscal year, the aggregate expenses of the Fund, exclusive of taxes, brokerage fees, interest and (with the prior written consent of the necessary state securities commissions) extraordinary expenses, but including the management fee, exceed the expense limitation of any state having jurisdiction over the Fund, the Fund may deduct from the fees to be paid to the Manager, or the Manager will bear, the excess expense. For each fiscal year of the Fund, the Manager and NCM will pay or bear such excess on a pro rata basis in proportion to the relative fees otherwise payable to each pursuant to the Management Agreement and the Sub-Investment Advisory Agreement, respectively. Such deduction or payment, if any, will be estimated daily, reconciled and effected or paid, as the case may be, on a monthly basis and will be limited to the amount of fees otherwise payable to the Manager and NCM under the respective agreement. The Manager maintains office facilities on behalf of the Fund, and furnishes statistical and research data, clerical help, accounting, data processing, bookkeeping and internal auditing and certain other required services to the Fund. The Manager, from time to time, may make payments from its own assets to Participating Insurance Companies in connection with the provision of certain administrative services to the Fund and/or to purchasers of VA contracts or VLI policies. The Manager also may make such advertising and promotional expenditures, using its own resources, as it from time to time deems appropriate. The Distributor. The Distributor, located at 60 State Street, Boston, Massachusetts 02109, serves as the Fund's distributor on a best efforts basis pursuant to an agreement which is renewable annually. Transfer and Dividend Disbursing Agent and Custodian. Dreyfus Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the Manager, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's transfer and dividend disbursing agent. Under a transfer agency agreement with the Fund, the Transfer Agent arranges for maintenance of shareholder account records for the Fund, the handling of certain communications between shareholders and the Fund and the payment of dividends and distributions payable by the Fund. For these services, the Transfer Agent receives a monthly fee computed on the basis of the number of shareholder accounts it maintains for the Fund during the month, and is reimbursed for certain out- of-pocket expenses. Mellon Bank, N.A., the Manager's parent, One Mellon Bank Center, Pittsburgh, Pennsylvania 15258, acts as custodian of the Fund's investments. Under a custody agreement with the Fund, Mellon Bank, N.A. holds the Fund's securities and keeps all necessary accounts and records. For its custody services, Mellon Bank, N.A. receives a monthly fee based on the market value of the Fund's assets held in custody and receives certain securities transaction charges. SHAREHOLDER SERVICES PLAN The Fund has adopted a Shareholder Services Plan pursuant to which the Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of the Manager, an amount not to exceed an annual rate of .25 of 1% of the value of the Fund's average daily net assets for certain allocated expenses with respect to servicing and/or maintaining shareholder accounts. A quarterly report of the amounts expended under the Shareholder Services Plan, and the purposes for which such expenditures were incurred, must be made to the Fund's Board for its review. In addition, the Shareholder Services Plan provides that material amendments of the Plan must be approved by the Fund's Board, and by the Board members who are not "interested persons" (as defined in the Act) of the Fund and have no direct or indirect financial interest in the operation of the Shareholder Services Plan, by vote cast in person at a meeting called for the purpose of considering such amendments. The Shareholder Services Plan is subject to annual approval by such vote of the Board members cast in person at a meeting called for the purpose of voting on the Plan. The Shareholder Services Plan is terminable at any time by vote of a majority of the Board members who are not "interested persons" of the Fund and have no direct or indirect financial interest in the operation of the Shareholder Services Plan. For the fiscal year ended December 31, 1998, $4,500 was charged to the Fund under the Shareholder Services Plan. HOW TO BUY SHARES Fund shares currently are offered only to separate accounts of Participating Insurance Companies. Individuals may not place purchase orders directly with the Fund. Separate accounts of the Participating Insurance Companies place orders based on, among other things, the amount of premium payments to be invested pursuant to VA contracts and VLI policies. See the prospectus of the separate account of the applicable Participating Insurance Company for more information on the purchase of Fund shares. The Fund does not issue share certificates. Purchase orders from separate accounts based on premiums and transaction requests received by the Participating Insurance Company on a given business day in accordance with procedures established by the Participating Insurance Company will be effected at the Fund's net asset value determined on such business day if the orders are received by the Fund in proper form and in accordance with applicable requirements on the next business day and Federal Funds (monies of member banks within the Federal Reserve System which are held on deposit at a Federal Reserve Bank) in the net amount of such orders are received by the Fund on the next business day in accordance with applicable requirements. It is each Participating Insurance Company's responsibility to properly transmit purchase orders and Federal Funds in accordance with applicable requirements. VA contract holders and VLI policy holders should refer to the prospectus for their contracts or policies in this regard. Fund shares are sold on a continuous basis. Net asset value per share is determined as of the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m., New York time), on each day that the New York Stock Exchange is open for business. For purposes of determining net asset value per share, options will be valued 15 minutes after the close of trading on the floor of the New York Stock Exchange. Net asset value per share is computed by dividing the Fund's net assets (i.e., the value of its assets less liabilities) by the total number of shares outstanding. The Fund's investments are valued based on market value or, where market quotations are not readily available, based on fair value as determined in good faith by the Board of Directors. For further information regarding the method employed in valuing Fund investments, see "Determination of Net Asset Value." HOW TO REDEEM SHARES Fund shares may be redeemed at any time by the separate accounts of the Participating Insurance Companies. Individuals may not place redemption orders directly with the Fund. Redemption requests received by the Participating Insurance Company from separate accounts on a given business day in accordance with procedures established by the Participating Insurance Company will be effected at the Fund's net asset value determined on such business day if the requests are received by the Fund in proper form and in accordance with applicable requirements on the next business day. It is each Participating Insurance Company's responsibility to properly transmit redemption requests in accordance with applicable requirements. VA contract holders and VLI policy holders should consult their Participating Insurance Company in this regard. The value of the shares redeemed may be more or less than their original cost, depending on the Fund's then-current net asset value. No charges are imposed by the Fund when shares are redeemed. The Fund ordinarily will make payment for all shares redeemed within seven days after receipt by the Transfer Agent of a redemption request in proper form, except as provided by the rules of the Securities and Exchange Commission. Should any conflict between VA contract holders and VLI policy holders arise which would require that a substantial amount of net assets be withdrawn, orderly portfolio management could be disrupted to the potential detriment of such contract holders and policy holders. Redemption Commitment. The Fund has committed itself to pay in cash for all redemption requests by any shareholder of record, limited in amount during any 90-day period to the lesser of $250,000 or 1% of the value of the Fund's net assets at the beginning of such period. Such commitment is irrevocable without the prior approval of the Securities and Exchange Commission and is a fundamental policy, which may not be changed without shareholder approval. In the case of requests for redemption in excess of such amount, the Fund's Board reserves the right to make payments in whole or in part in securities (which may include non-marketable securities) or other assets of the Fund in case of an emergency or any time a cash distribution would impair the liquidity of the Fund to the detriment of the existing shareholders. In this event, the securities would be valued in the same manner as the portfolio of the Fund. If the recipient sold such securities, brokerage charges would be incurred. Suspension of Redemptions. The right of redemption may be suspended or the date of payment postponed (a) during any period when the New York Stock Exchange is closed (other than customary weekend and holiday closings), (b) when trading in the markets the Fund normally utilizes is restricted, or when an emergency exists as determined by the Securities and Exchange Commission so that disposal of the Fund's investments or determination of its net asset value is not reasonably practicable, or (c) for such other periods as the Securities and Exchange Commission by order may permit to protect the Fund's shareholders. DETERMINATION OF NET ASSET VALUE Valuation of Portfolio Securities. Portfolio securities, including warrants and covered call options written, are valued at the last sales price on the securities exchange on which the securities primarily are traded or at the last sales price on the national securities market. Securities not listed on an exchange or national securities market, or securities in which there were no transactions, are valued at the average of the most recently reported bid and asked prices. Bid price is used when no asked price is available. Market quotations of foreign securities in foreign currencies are translated into U.S. dollars at the prevailing rates of exchange. Short-term investments are carried at amortized cost, which approximates value. Any securities or other assets for which market quotations are not readily available are valued at fair value as determined in good faith by the Fund's Board. The Fund's Board will review the method of valuation on a regular basis. In making their good faith valuation, the Board will generally take the following into consideration: restricted securities which are, or are convertible into, securities of the same class of securities for which a public market exists usually will be valued at market value less the same percentage discount at which purchased. This discount will be revised periodically by the Fund's Board if they believe that it no longer reflects the value of the restricted securities. Restricted securities not of the same class as securities for which a public market exists will usually be valued initially at cost. Any subsequent adjustments from cost will be based upon considerations deemed relevant by the Fund's Board. Expenses and fees, including the advisory fees, are accrued daily and taken into account for the purpose of determining the net asset value of Fund shares. New York Stock Exchange Closings. The holidays (as observed) on which the New York Stock Exchange is closed currently are: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. DIVIDENDS, DISTRIBUTIONS AND TAXES Since its inception, the Fund has qualified as a "regulated investment company" under Subchapter M of the Code. The Fund intends to continue to so qualify if such qualification is in the best interests of the Participating Insurance Companies. Qualification as a "regulated investment company" relieves the Fund of any liability for Federal income taxes to the extent its earnings are distributed in accordance with applicable provisions of the Code. The term "regulated investment company" does not imply the supervision of management or investment practices or policies by any government agency. The Fund may be subject to a non-deductible 4% excise tax, measured with respect to certain undistributed amounts of investment income and capital gains. If the Fund does not qualify as a "regulated investment company," it will be subject to the general rules governing the federal income taxation of corporations under the Code. Section 817(h) of the Code requires that the investments of a segregated asset account of an insurance company be "adequately diversified" as provided therein or in accordance with U.S. Treasury Regulations in order for the account to serve as the basis for VA contracts or VLI policies. The Fund intends to comply with applicable requirements so that the Fund's investments are "adequately diversified" for this purpose. Section 817(h) and the U.S. Treasury Regulations issued thereunder provide the manner in which a segregated asset account will treat investments in a regulated investment company for purposes of the diversification requirements. If a Fund satisfies certain conditions, a segregated asset account owning shares of the Fund will be treated as owning multiple investments consisting of the account's proportionate share of each of the assets of the Fund. The Fund intends to satisfy these conditions so that the shares of the Fund owned by a segregated asset account of a Participating Insurance Company will be treated as multiple investments. If, however, the Fund is not "adequately diversified" within the meaning of Section 817(h) of the Code, the VA contracts and VLI policies supported by the Fund would not be treated as annuity or life insurance contracts, as the case may be, for any period (or subsequent period) during which the Fund is not "adequately diversified". Ordinarily, gains and losses realized from portfolio transactions will be treated as capital gains and losses. However, all or a portion of the gain or loss realized for the disposition of foreign currency, non-U.S. dollar denominated debt instruments, and certain financial futures and options, may be treated as ordinary income or loss under Section 988 of the Code. In addition, all or a portion of the gain realized from the disposition of certain market discount bonds will be treated as ordinary income under Section 1276 of the Code. Finally, all or a portion of the gain realized from engaging in "conversion transactions" may be treated as ordinary income under Section 1258 of the Code. "Conversion transactions" are defined to include certain forward, futures, option and straddle transactions, transactions marketed or sold to produce capital gains, or transactions described in Treasury regulations to be issued in the future. Under Section 1256 of the Code, gain or loss realized by the Fund from certain financial futures and options transactions will be treated as 60% long term capital gain or loss and 40% short term capital gain or loss. Gain or loss will arise upon the exercise or lapse of such futures and options as well as from closing transactions. In addition, any such futures or options remaining unexercised at the end of the Fund's taxable year will be treated as sold for their then fair market value, resulting in additional gain or loss to the Fund characterized in the manner described above. Offsetting positions held by the Fund involving financial futures and options may constitute "straddles." Straddles are defined to include "offsetting positions" in actively traded personal property. The tax treatment of straddles is governed by Sections 1092 and 1258 of the Code, which, in certain circumstances, overrides or modifies the provisions of Sections 988 and 1256 of the Code. As such, all or a portion of any short or long-term capital gain from certain "straddle" and/or conversion transactions may be recharacterized as to ordinary income. If the Fund were treated as entering into straddles by reason of its futures or options transactions, such straddles could be characterized as "mixed straddles" if the futures or options transactions comprising such straddles were governed by Section 1256 of the Code. The Fund may make one or more elections with respect to "mixed straddles." Depending upon which elections made, if any, the results to the Fund may differ. If no election is made, to the extent the straddle rules apply to positions established by the Fund, losses realized by the Fund will be deferred to the extent of unrealized gain in any offsetting positions. Moreover, as a result of the straddle and conversion transaction rules, short term capital loss on straddle positions may be recharacterized as long term capital loss, and long term capital gain on "straddle positions" may be recharacterized as short term capital gain or ordinary income. The Taxpayer Relief Act of 1997 included constructive sale provisions that generally apply if the Fund either (1) holds an appreciated financial position with respect to stock, certain debt obligations, or partnership interests ("appreciated financial position") and enters into a short sale, futures or forward contract, or offsetting notional principal contract or other transaction described in Treasury regulations to be issued in the future (collectively, a "Contract") respecting the same or substantially identical property or (2) holds an appreciated financial position that is a Contract and then acquires property that is the same as, or substantially identical to, the underlying property. In each instance, with certain exceptions, the Fund generally will be taxed as if the appreciated financial position were sold at its fair market value on the date the Fund enters into the financial position or acquires the property, respectively. Transactions that are identified hedging or straddle transactions under other provisions of the Code can be subject to the constructive sale provisions. Investment by the Fund in securities issued at a discount or providing for deferred interest or for payment of interest in the form of additional obligations could, under special tax rules, affect the amount, timing and character of distributions to shareholders. For example, the Fund could be required to take into account annually a portion of the discount (or deemed discount) at which such securities were issued and to distribute such portion in order to maintain its qualification as a regulated investment company. In such case, the Fund may have to dispose of securities which it might otherwise have continued to hold in order to generate cash to satisfy these distribution requirements. For more information concerning federal income tax consequences, Policy owners should refer to the prospectus for their contracts or policies. PORTFOLIO TRANSACTIONS The Manager assumes general supervision over placing orders on behalf of the Fund for the purchase or sale of portfolio securities. Allocation of brokerage transactions, including their frequency, is made in the best judgment of the Manager and in a manner deemed fair and reasonable to shareholders, rather than by any formula. The primary consideration in all portfolio securities transactions is prompt execution of orders at the most favorable net price. When this primary consideration is met to the satisfaction of the Manager, brokers may also be selected based on their sales of shares of other funds advised by the Manager or its affiliates, or NCM, as well as their ability to handle special executions such as are involved in large block trades or broad distributions. Large block trades may, in certain cases, result from two or more funds advised or administered by the Manager being engaged simultaneously in the purchase or sale of the same security. Subject to the primary consideration, particular brokers selected may also include those who supplement the Manager's and NCM's research facilities with statistical data, investment information, economic facts and opinions; sales of Fund shares by a broker may be taken into consideration. Information so received is in addition to and not in lieu of services required to be performed by the Manager and NCM and their fees are not reduced as a consequence of the receipt of such supplemental information. Such information may be useful to the Manager in serving both the Fund and other funds which it advises and to NCM in serving both the Fund and the other accounts it manages, and, conversely, supplemental information obtained by the placement of business of other clients may be useful to the Manager and NCM in carrying out their obligations to the Fund. The overall reasonableness of brokerage commissions paid is evaluated by the Manager based upon its knowledge of available information as to the general level of commissions paid by other institutional investors for comparable services. When transactions are executed in the over-the-counter market, the Fund will deal with the primary market makers unless a more favorable price or execution is otherwise obtainable. Although it is not possible to place a dollar value on the research services received from brokers who effect transactions in portfolio securities, it is the opinion of the Manager that these services should not reduce the overall expenses of its research department. The Fund contemplates that, consistent with the policy of obtaining the most favorable net price, brokerage transactions may be conducted through the Manager or its affiliates. The Fund's Board has adopted procedures in conformity with Rule 17e-1 under the Act to ensure that all brokerage commissions paid to the Manager or its affiliates are reasonable and fair. For its portfolio securities transactions for the fiscal years ended December 31, 1996, 1997 and 1998, the Fund paid total brokerage commissions of $193,281, $280,682 and $517,419, respectively, none of which was paid to the Distributor. For the fiscal year ended December 31, 1997 there were no spreads or concessions on principal transactions. For the fiscal years ended December 31, 1996, and 1998, concessions on principal transactions totaled $5,950 and $36,937, respectively. The Fund's portfolio turnover rates (exclusive of U.S. Government securities and short-term investments) for the fiscal years ended December 31, 1997 and 1998 were 58.50% and 67.60%, respectively. The Fund will not seek to realize profits by anticipating short-term market movements. The annual portfolio turnover rate indicates the rate of change in the Fund's portfolio; for instance, a rate of 100% would result if all the securities in the portfolio at the beginning of an annual period had been replaced by the end of the period. While the rate of portfolio turnover will not be a limiting factor when management deems changes appropriate, it is anticipated that, in view of the Fund's investment objectives, its annual turnover rate generally should not exceed 100%. When extraordinary market conditions prevail, a higher turnover rate and increased brokerage expenses may be expected. The aggregate amount of transactions during the last fiscal year in securities effected on an agency basis through a broker for, among other things, research services, and the commissions and concessions related to such transactions were as follows: Transaction Commissions and Amount Concessions $120,317,882 $106,926 PERFORMANCE INFORMATION Performance figures for the Fund will not reflect the separate charges applicable to the Policies offered by Participating Insurance Companies. The Fund's average annual total return for the 1, 5 and 5.24 year periods ended December 31, 1998 was 29.38%, 22.43% and 23.01%, respectively. Average annual total return of the Fund is calculated by determining the ending redeemable value of an investment purchased with a hypothetical $1,000 payment made at the beginning of the period (assuming the reinvestment of dividends and distributions), dividing by the amount of the initial investment, taking the "n"th root of the quotient (where "n" is the number of years in the period) and subtracting 1 from the result. The Fund's total return for the period October 7, 1993 (commencement of operations) to December 31, 1998 was 195.34%. Total return is calculated by subtracting the amount of the Fund's net asset value per share at the beginning of a stated period from the net asset value per share at the end of the period (after giving effect to the reinvestment of dividends and distributions during the period), and dividing the result by the net asset value per share at the beginning of the period. Performance will vary from time to time and past results are not necessarily representative of future results. Investors should remember that performance is a function of portfolio management in selecting the type and quality of portfolio securities and is affected by operating expenses. Performance information, such as that described above, may not provide a basis for comparison with other investments or other investment companies using a different method of calculating performance. The effective yield and total return for the Fund should be distinguished from the rate of return of a corresponding sub-account or investment division of a separate account of a Participating Insurance Company, which rate will reflect the deduction of additional charges, including mortality and expense risk charges, and will therefore be lower. VA contract holders and VLI policy holders should consult the prospectus for such contract or policy. Calculations of the Fund's performance information may reflect absorbed expenses pursuant to any undertaking that may be in effect. Comparative performance information may be used from time to time in advertising or marketing the Fund's shares, including data from Lipper Analytical Services, Inc., Dow Jones Industrial Average, Standard & Poor's 500 Composite Stock Price Index, The VARDSsm Report, IBC/Donoghue's Money Fund Report, Financial Planning Magazine, Money Magazine, Morningstar, Inc. Bank Rate Monitor, N. Palm Beach, Fla. 33408 or other industry publications. From time to time, advertising material for the Fund also may include biographical information relating to its portfolio managers and may refer to or include commentary by the portfolio managers relating to investment strategy, asset growth, current or past business, political, economic or financial conditions and other matters of general interest to investors. INFORMATION ABOUT THE FUND Each share has one vote and, when issued and paid for in accordance with the terms of the offering, is fully paid and non-assessable. Shares of stock are of one class and have equal rights as to voting, redemption, dividends, and in liquidation. Shares have no preemptive, subscription or conversion rights and are freely transferable. The Fund currently permits investors to invest in only one portfolio of securities. The Fund expects that it may in the future, create one or more additional portfolios of securities, each with a different investment objective. Unless otherwise required by the Act, ordinarily it will not be necessary for the Fund to hold annual meetings of shareholders. As a result, Fund shareholders may not consider each year the election of Directors or the appointment of auditors. However, pursuant to the Fund's By-Laws, the holders of at least 10% of the shares outstanding and entitled to vote may require the Fund to hold a special meeting of shareholders for the purpose of removing a Director from office and the holders of at least 25% of such shares may require the Fund to hold a special meeting of shareholders for any other purpose. Fund shareholders may remove a Director by the affirmative vote of a majority of the Fund's outstanding voting shares. In addition, the Board of Directors will call a meeting of shareholders for the purpose of electing Directors if, at any time, less than a majority of the Directors holding office at the time were elected by shareholders. The Fund sends annual and semi-annual financial statements to all its shareholders. COUNSEL AND INDEPENDENT AUDITORS Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York 10103, as counsel for the Fund, has rendered its opinion as to certain legal matters in connection with the shares of capital stock being sold pursuant to the Fund's Prospectus to which this Statement of Additional Information relates. Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019, independent auditors, have been selected as independent auditors of the Fund. The auditors examine the Fund's financial statements and provide other audit, tax and related services. THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. PART C. OTHER INFORMATION ___________________________ Item 23. Exhibits _______ _____________________________________________________ (a) Registrant's Articles of Incorporation and Articles of Amendment are incorporated by reference to Exhibit (1) of the Registration Statement on Form N-1A, filed on July 21, 1992, and Exhibit (1) of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A, filed on October 7, 1992. (b) Registrant's By-Laws are incorporated by reference to Exhibit (2) of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A, filed on October 7, 1992. (d) Management Agreement and Amended and Restated Sub-Investment Advisory Agreement are incorporated by reference to Exhibit (5)(a) of Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A, filed on March 1, 1995 and Exhibit (5)(b) of Post- Effective Amendment No. 3 to the Registration Statement on Form N-1A, filed on April 25, 1996. (e) Distribution Agreement is incorporated by reference to Exhibit (6) of Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A, filed on March 1, 1995. (g) Custody Agreement and Sub-Custodian Agreement are incorporated by reference to Exhibits (8)(a) and (b) of Post-Effective Amendment No. 6 to the Registration Statement on Form N-1A, filed on April 22, 1997. (h) Shareholder Services Plan is incorporated by reference to Exhibit (9) of Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A, filed on March 1, 1995. (i) Opinion and consent of Registrant's counsel is incorporated by reference to Exhibit (10) of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A, filed on October 7, 1992. (j) Consent of Independent Auditors. (m) Financial Data Schedule. Item 23. Exhibits - List (continued) _______ _____________________________________________________ Other Exhibits ______________ (a) Power of Attorney is incorporated by reference to Other Exhibits (a) of Post Effective Amendment No. 8 to the Registration Statement on Form N-1A, filed on March 1, 1999. (b) Certificate of Assistant Secretary is incorporated by reference to Other Exhibits (b) of Post-Effective Amendment No. 8 to the Registration Statement on Form N- 1A, filed on March 1, 1999. Item 24. Persons Controlled by or under Common Control with Registrant. _______ ______________________________________________________________ Not Applicable Item 25. Indemnification _______ _______________ The Statement as to the general effect of any contract, arrangements or statute under which a director, officer, underwriter or affiliated person of the Registrant is insured or indemnified in any manner against any liability which may be incurred in such capacity, other than insurance provided by any director, officer, affiliated person or underwriter for their own protection, is incorporated by reference to Item 27 of Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A, filed on February 24, 1993. Reference is also made to the Distribution Agreement filed as Exhibit (6) of Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A, filed on March 1, 1995. Item 26. Business and Other Connections of Investment Adviser. _______ ____________________________________________________ (a) Manager - The Dreyfus Corporation ________________________________________________ The Dreyfus Corporation ("Dreyfus") and subsidiary companies comprise a financial service organization whose business consists primarily of providing investment management services as the investment adviser, manager and distributor for sponsored investment companies registered under the Investment Company Act of 1940 and as an investment adviser to institutional and individual accounts. Dreyfus also serves as sub-investment adviser to and/or administrator of other investment companies. Dreyfus Service Corporation, a wholly- owned subsidiary of Dreyfus, serves primarily as a registered broker-dealer of shares of investment companies sponsored by Dreyfus and of other investment companies for which Dreyfus acts as investment adviser, sub-investment adviser or administrator. Dreyfus Management, Inc., another wholly-owned subsidiary, provides investment management services to various pension plans, institutions and individuals. [Enlarge/Download Table] 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, LLC* Director 1/97 - Present Chairman of the Board and Chief Executive Officer TBCAM Holdings, Inc.* Director 10/97 - Present President 10/97 - 6/98 Chairman 10/97 - 6/98 The Boston Company Director 1/98 - Present Asset Management, LLC* Chairman 1/98 - 6/98 President 1/98 - 6/98 The Boston Company President 9/95 - 1/98 Asset Management, Inc.* Chairman 4/95 - 1/98 Pareto Partners Partner Representative 11/95 - 5/97 271 Regent Street London, England W1R 8PP Franklin Portfolio Holdings, Inc.* Director 1/97 - Present Certus Asset Advisors Corp.** Director 6/95 -Present Mellon Capital Management Director 5/95 -Present Corporation*** Mellon Bond Associates, LLP+ Executive Committee 1/98 - Present Member Mellon Bond Associates+ Trustee 5/95 -1/98 Mellon Equity Associates, LLP+ Executive Committee 1/98 - Present Member Mellon Equity Associates+ Trustee 5/95 - 1/98 Boston Safe Advisors, Inc.* Director 5/95 - Present President 5/95 - Present Mellon Bank, N.A. + Director 1/99 - Present Chief Operating Officer 3/98 - Present President 3/98 - Present Vice Chairman 11/94 - 3/98 Mellon Bank Corporation+ Chief Operating Officer 1/99 - Present President 1/99 - Present Director 1/98 - Present Vice Chairman 11/94 - 1/99 Christopher M. Condron The Boston Company, Inc.* Vice Chairman 1/94 - Present Chairman and Chief Director 5/93 - Present Executive Officer (Continued) Laurel Capital Advisors, LLP+ Exec. Committee 1/98 - 8/98 Member Laurel Capital Advisors+ Trustee 10/93 - 1/98 Boston Safe Deposit and Trust Director 5/93 -Present Company* The Boston Company Financial President 6/89 - Present Strategies, Inc. * Director 6/89 - Present Mandell L. Berman Self-Employed Real Estate Consultant, 11/74 - Present Director 29100 Northwestern Highway Residential Builder and Suite 370 Private Investor Southfield, MI 48034 Burton C. Borgelt DeVlieg Bullard, Inc. Director 1/93 - Present Director 1 Gorham Island Westport, CT 06880 Mellon Bank Corporation+ Director 6/91 - Present Mellon Bank, N.A. + Director 6/91 - Present Dentsply International, Inc. Director 2/81 - Present 570 West College Avenue York, PA Quill Corporation Director 3/93 - Present Lincolnshire, IL Stephen E. Canter Dreyfus Investment Chairman of the Board 1/97 - Present President, Chief Operating Advisors, Inc.++ Director 5/95 - Present Officer, Chief Investment President 5/95 - Present Officer, and Director Newton Management Limited Director 2/99 - Present London, England Mellon Bond Associates, LLP+ Executive Committee 1/99 - Present Member Mellon Equity Associates, LLP+ Executive Committee 1/99 - Present Member Franklin Portfolio Associates, LLC* Director 2/99 - Present Franklin Portfolio Holdings, Inc.* Director 2/99 - Present The Boston Company Asset Director 2/99 - Present Management, LLC* TBCAM Holdings, Inc.* Director 2/99 - Present Mellon Capital Management Director 1/99 - Present Corporation*** Stephen E. Canter Founders Asset Management, LLC Member, Board of 12/97 - Present President, Chief Operating 2930 East Third Ave. Managers Officer, Chief Investment Denver, CO 80206 Acting Chief Executive 7/98 - 12/98 Officer, and Director Officer (Continued) The Dreyfus Trust Company+++ Director 6/ 95 - Present Thomas F. Eggers Dreyfus Service Corporation++ Executive Vice President 4/96 - Present Vice Chairman - Institutional Director 9/96 - Present and Director Founders Asset Management, LLC Member, Board of 2/99 - Present 2930 East Third Avenue Managers Denver, CO 80206 Steven G. Elliott Mellon Bank Corporation+ Senior Vice Chairman 1/99 - Present Director Chief Financial Officer 1/90 - Present Vice Chairman 6/92 - 1/99 Treasurer 1/90 - 5/98 Mellon Bank, N.A.+ Senior Vice Chairman 3/98 - Present Vice Chairman 6/92 - 3/98 Chief Financial Officer 1/90 - Present Mellon EFT Services Corporation Director 10/98 - Present Mellon Bank Center, 8th Floor 1735 Market Street Philadelphia, PA 19103 Mellon Financial Services Director 1/96 - Present Corporation #1 Vice President 1/96 - Present Mellon Bank Center, 8th Floor 1735 Market Street Philadelphia, PA 19103 Boston Group Holdings, Inc.* Vice President 5/93 - Present APT Holdings Corporation Treasurer 12/87 - Present Pike Creek Operations Center 4500 New Linden Hill Road Wilmington, DE 19808 Allomon Corporation Director 12/87 - Present Two Mellon Bank Center Pittsburgh, PA 15259 Collection Services Corporation Controller 10/90 - 2/99 500 Grant Street Director 9/88 - 2/99 Pittsburgh, PA 15258 Vice President 9/88 - 2/99 Treasurer 9/88 - 2/99 Mellon Financial Company+ Principal Exec. Officer 1/88 - Present Chief Financial Officer 8/87 - Present Director 8/87 - Present President 8/87 - Present Mellon Overseas Investments Director 4/88 - Present Corporation+ Chairman 7/89 - 11/97 President 4/88 - 11/97 Chief Executive Officer 4/88 - 11/97 Mellon International Investment Director 9/89 - 8/97 Corporation+ Steven G. Elliott Mellon Financial Services Treasurer 12/87 - Present Director (Continued) Corporation # 5+ Mellon Financial Markets, Inc.+ Director 1/99 - Present Mellon Financial Services Director 1/99 - Present Corporation #17 Fort Lee, NJ Mellon Mortgage Company Director 1/99 - Present Houston, TX Mellon Ventures, Inc. + Director 1/99 - Present Lawrence S. Kash Dreyfus Investment Director 4/97 - Present Vice Chairman Advisors, Inc.++ And Director Dreyfus Brokerage Services, Inc. Chairman 11/97 - Present 401 North Maple Ave. Chief Executive Officer 11/97 - Present Beverly Hills, CA Dreyfus Service Corporation++ Director 1/95 - 2/99 President 9/96 - 3/99 Dreyfus Precious Metals, Inc.++ + Director 3/96 - 12/98 President 10/96 - 12/98 Dreyfus Service Director 12/94 - Present Organization, Inc.++ President 1/97 - Present Seven Six Seven Agency, Inc. ++ Director 1/97 - Present Dreyfus Insurance Agency of Chairman 5/97 - Present Massachusetts, Inc.++++ President 5/97 - Present Director 5/97 - Present The Dreyfus Trust Company+++ Chairman 1/97 - 1/99 President 2/97 - 1/99 Chief Executive Officer 2/97 - 1/99 Director 12/94 - Present The Dreyfus Consumer Credit Chairman 5/97 - Present Corporation++ President 5/97 - Present Director 12/94 - Present Founders Asset Management, LLC Member, Board of 12/97 - Present 2930 East Third Avenue Managers Denver, CO. 80206 The Boston Company Advisors, Chairman 12/95 - Present Inc. Chief Executive Officer 12/95 - Present Wilmington, DE President 12/95 - Present The Boston Company, Inc.* Director 5/93 - Present President 5/93 - Present Mellon Bank, N.A.+ Executive Vice President 6/92 - Present Laurel Capital Advisors, LLP+ Chairman 1/98 - 8/98 Executive Committee 1/98 - 8/98 Member Chief Executive Officer 1/98 - 8/98 President 1/98 - 8/98 Lawrence S. Kash Laurel Capital Advisors, Inc. + Trustee 12/91 - 1/98 Vice Chairman Chairman 9/93 - 1/98 And Director (Continued) President and CEO 12/91 - 1/98 Boston Group Holdings, Inc.* Director 5/93 - Present President 5/93 - Present Martin G. McGuinn Mellon Bank Corporation+ Chairman 1/99 - Present Director Chief Executive Officer 1/99 - Present Director 1/98 - Present Vice Chairman 1/90 - 1/99 Mellon Bank, N. A. + Chairman 3/98 - Present Chief Executive Officer 3/98 - Present Director 1/98 - Present Vice Chairman 1/90 - 3/98 Mellon Leasing Corporation+ Vice Chairman 12/96 - Present Mellon Bank (DE) National Director 4/89 - 12/98 Association Wilmington, DE Mellon Bank (MD) National Director 1/96 - 4/98 Association Rockville, Maryland Mellon Financial Vice President 9/86 - 10/97 Corporation (MD) Rockville, Maryland J. David Officer Dreyfus Service Corporation++ Executive Vice President 5/98 - Present Vice Chairman Director 3/99 - Present And Director Dreyfus Insurance Agency of Director 5/98 - Present Massachusetts, Inc.++++ Seven Six Seven Agency, Inc.++ Director 10/98 - Present Mellon Residential Funding Corp. + Director 4/97 - Present Mellon Trust of Florida, N.A. Director 8/97 - Present 2875 Northeast 191st Street North Miami Beach, FL 33180 Mellon Bank, NA+ Executive Vice President 7/96 - Present The Boston Company, Inc.* Vice Chairman 1/97 - Present Director 7/96 - Present Mellon Preferred Capital Director 11/96 - Present Corporation* RECO, Inc.* President 11/96 - Present Director 11/96 - Present The Boston Company Financial President 8/96 - Present Services, Inc.* Director 8/96 - Present Boston Safe Deposit and Trust Director 7/96 - Present Company* President 7/96 - 1/99 J. David Officer Mellon Trust of New York Director 6/96 - Present Vice Chairman and 1301 Avenue of the Americas Director (Continued) New York, NY 10019 Mellon Trust of California Director 6/96 - Present 400 South Hope Street Suite 400 Los Angeles, CA 90071 Mellon Bank, N.A.+ Executive Vice President 2/94 - Present Mellon United National Bank Director 3/98 - Present 1399 SW 1st Ave., Suite 400 Miami, Florida Boston Group Holdings, Inc.* Director 12/97 - Present Dreyfus Financial Services Corp. + Director 9/96 - Present Dreyfus Investment Services Director 4/96 - Present Corporation+ Richard W. Sabo Founders Asset Management LLC President 12/98 - Present Director 2930 East Third Avenue Chief Executive Officer 12/98 - Present Denver, CO. 80206 Prudential Securities Senior Vice President 07/91 - 11/98 New York, NY Regional Director 07/91 - 11/98 Richard F. Syron American Stock Exchange Chairman 4/94 - Present Director 86 Trinity Place Chief Executive Officer 4/94 - Present New York, NY 10006 Ronald P. O'Hanley Franklin Portfolio Holdings, Inc.* Director 3/97 - Present Vice Chairman TBCAM Holdings, Inc.* Chairman 6/98 - Present Director 10/97 - Present The Boston Company Asset Chairman 6/98 - Present Management, LLC* Director 1/98 - 6/98 The Boston Company Asset Director 2/97 - 12/97 Management, Inc. * Boston Safe Advisors, Inc.* Chairman 6/97 - Present Director 2/97 - Present Pareto Partners Partner Representative 5/97 - Present 271 Regent Street London, England W1R 8PP Mellon Capital Management Director 5/97 -Present Corporation*** Certus Asset Advisors Corp.** Director 2/97 - Present Mellon Bond Associates+ Trustee 2/97 - Present Chairman 2/97 - Present Mellon Equity Associates+ Trustee 2/97 - Present Chairman 2/97 - Present Mellon-France Corporation+ Director 3/97 - Present Ronald P. O'Hanley Laurel Capital Advisors+ Trustee 3/97 - Present Vice Chairman (Continued) Mark N. Jacobs Dreyfus Investment Director 4/97 - Present General Counsel, Advisors, Inc.++ Secretary 10/77 - 7/98 Vice President, and Secretary The Dreyfus Trust Company+++ Director 3/96 - Present The TruePenny Corporation++ President 10/98 - Present Director 3/96 - Present Dreyfus Service Director 3/97 - Present Organization, Inc.++ William H. Maresca The Dreyfus Trust Company+++ Director 3/97 - Present Controller Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present Dreyfus Consumer Credit Corp. ++ Treasurer 10/98 -Present Dreyfus Investment Treasurer 10/98 - Present Advisors, Inc. ++ Dreyfus-Lincoln, Inc. Vice President 10/98 - Present 4500 New Linden Hill Road Wilmington, DE 19808 The TruePenny Corporation++ Vice President 10/98 - Present Dreyfus Precious Metals, Inc. +++ Treasurer 10/98 - 12/98 The Trotwood Corporation++ Vice President 10/98 - Present Trotwood Hunters Corporation++ Vice President 10/98 - Present Trotwood Hunters Site A Corp. ++ Vice President 10/98 - Present Dreyfus Transfer, Inc. Chief Financial Officer 5/98 - Present One American Express Plaza, Providence, RI 02903 Dreyfus Service Assistant Treasurer 3/93 - Present Organization, Inc.++ Dreyfus Insurance Agency of Assistant Treasurer 5/98 - Present Massachusetts, Inc.++++ William T. Sandalls, Jr. Dreyfus Transfer, Inc. Chairman 2/97 - Present Executive Vice President One American Express Plaza, Providence, RI 02903 Dreyfus Service Corporation++ Director 1/96 - Present Executive Vice President 2/97 - Present Chief Financial Officer 2/97-12/98 Dreyfus Investment Director 1/96 - Present Advisors, Inc.++ Treasurer 1/96 - 10/98 William T. Sandalls, Jr. Dreyfus-Lincoln, Inc. Director 12/96 - Present Executive Vice President 4500 New Linden Hill Road President 1/97 - Present (Continued) Wilmington, DE 19808 Seven Six Seven Agency, Inc.++ Director 1/96 - 10/98 Treasurer 10/96 - 10/98 The Dreyfus Consumer Director 1/96 - Present Credit Corp.++ Vice President 1/96 - Present Treasurer 1/97 - 10/98 Dreyfus Partnership President 1/97 - 6/97 Management, Inc.++ Director 1/96 - 6/97 Dreyfus Service Organization, Director 1/96 - 6/97 Inc.++ Executive Vice President 1/96 - 6/97 Treasurer 10/96- Present Dreyfus Insurance Agency of Director 5/97 - Present Massachusetts, Inc.++++ Treasurer 5/97- Present Executive Vice President 5/97 - Present Diane P. Durnin Dreyfus Service Corporation++ Senior Vice President - 5/95 - 3/99 Vice President - Product Marketing and Advertising Development Division Patrice M. Kozlowski None Vice President - Corporate Communications Mary Beth Leibig None Vice President - Human Resources Theodore A. Schachar Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present Vice President - Tax Dreyfus Investment Advisors, Inc.++ Vice President - Tax 10/96 - Present Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98 Dreyfus Service Organization, Inc.++ Vice President - Tax 10/96 - Present Wendy Strutt None Vice President Richard Terres None Vice President Andrew S. Wasser Mellon Bank Corporation+ Vice President 1/95 - Present Vice-President - Information Systems James Bitetto The TruePenny Corporation++ Secretary 9/98 - Present Assistant Secretary Dreyfus Service Corporation++ Assistant Secretary 8/98 - Present Dreyfus Investment Assistant Secretary 7/98 - Present Advisors, Inc.++ Dreyfus Service Assistant Secretary 7/98 - Present Organization, Inc.++ Steven F. Newman Dreyfus Transfer, Inc. Vice President 2/97 - Present Assistant Secretary One American Express Plaza Director 2/97 - Present Providence, RI 02903 Secretary 2/97 - Present Dreyfus Service Secretary 7/98 - Present Organization, Inc.++ Assistant Secretary 5/98 - 7/98 _______________________________ * The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108. ** The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104. *** The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105. + The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258. ++ The address of the business so indicated is 200 Park Avenue, New York, New York 10166. +++ The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144. ++++ The address of the business so indicated is 53 State Street, Boston, Massachusetts 02109. Item 26. Business and Other Connections of Investment Adviser (continued) (b) Sub-Investment Adviser - NCM Capital Management Group, Inc.: NCM Capital Management Group, Inc. ("NCM"), a privately held corporation with principal place of business at 103 West Main Street, Durham, North Carolina 27705, is a registered investment adviser under the Investment Advisers Act of 1940. The business of NCM consists primarily of providing investment counseling services to institutional investors. Officers and Directors of Sub-Investment Adviser Name and Position with NCM Other Businesses MACEO K. SLOAN, CFA, FLMI Chairman, President and Chief Executive Chairman, President and Officer: Chief Executive Officer Sloan Financial Group, Inc. 103 West Main Street Durham, North Carolina 27705; Chairman: New Africa Advisers, Inc. 103 West Main Street Durham, North Carolina 27705; Director: National Association of Securities Professionals; Mechanics and Farmers Bank Durham, North Carolina; North Carolina Air Cargo Airport Authority; SCAMA Corporation; Trustee: College Retirement Equities Fund 730 Third Avenue New York, NY 10017; JUSTIN F. BECKETT President and Chief Executive Officer: Executive Vice President New Africa Advisers and Director 103 West Main Street Durham, North Carolina 27705; Director: African News Service 103 West Main Street Durham, North Carolina 27705; Trustee: Elizabeth State University Elizabeth City, North Carolina; Chairman and Chief Investment Officer: IDS Advisory Group, Inc. IDS Tower 10 Minneapolis, MN 55440; PETER J. ANDERSON Director and Senior Vice President-Investments: Director IDS Financial Services Inc. IDS Tower 10 Minneapolis, MN 55440; Director: Fairview-Southdale Hospital 6401 France Avenue South Edina, MN 55435; MORRIS GOODWIN, JR. Treasurer: Director Deluxe Corporation 3680 Victoria Street Shoreview, MN 55120 Director: Minnesota Public Radio Minneapolis, MN; STEPHEN W. ROSZELL President and Chief Executive Officer: Director American Express Asset Management Group Inc. IDS Tower 10 Minneapolis, MN 55440 EDITH H. NOEL None Senior Vice President, Corporate Secretary and Treasurer BENJAMIN BLANKNEY None Executive Vice President and Chief Operating Officer CLIFFORD D. MPARE, CFA, CMA None Executive Vice President and Co-Chief Investment Officer VICTORIA TREADWELL None Senior Vice President- Director of Client Services PAUL L. VANKAMPEN, CFA None Senior Vice President- Director of Fixed Income TAMIE E. COLEY None Senior Vice President and Chief Financial Officer DAVID C. CARTER None Vice President DAVID A. HALLORAN None Senior Vice President and Director of Equities MICHAEL J. FERRARO None Vice President- Director of Trading LINDA JORDAN None Regional Vice President- Marketing LORENZO NEWSOME None Senior Vice President and Director- Fixed Income Research MARC REID None Vice President- Client Services DRAKE J.CRAIG, CFA None Vice President REGINALD WEAVER None Assistant Vice President- Trader Item 27. Principal Underwriters ________ ______________________ (a) Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor: 1) Comstock Partners Funds, Inc. 2) Dreyfus A Bonds Plus, Inc. 3) Dreyfus Appreciation Fund, Inc. 4) Dreyfus Asset Allocation Fund, Inc. 5) Dreyfus Balanced Fund, Inc. 6) Dreyfus BASIC GNMA Fund 7) Dreyfus BASIC Money Market Fund, Inc. 8) Dreyfus BASIC Municipal Fund, Inc. 9) Dreyfus BASIC U.S. Government Money Market Fund 10) Dreyfus California Intermediate Municipal Bond Fund 11) Dreyfus California Tax Exempt Bond Fund, Inc. 12) Dreyfus California Tax Exempt Money Market Fund 13) Dreyfus Cash Management 14) Dreyfus Cash Management Plus, Inc. 15) Dreyfus Connecticut Intermediate Municipal Bond Fund 16) Dreyfus Connecticut Municipal Money Market Fund, Inc. 17) Dreyfus Florida Intermediate Municipal Bond Fund 18) Dreyfus Florida Municipal Money Market Fund 19) The Dreyfus Fund Incorporated 20) Dreyfus Global Bond Fund, Inc. 21) Dreyfus Global Growth Fund 22) Dreyfus GNMA Fund, Inc. 23) Dreyfus Government Cash Management Funds 24) Dreyfus Growth and Income Fund, Inc. 25) Dreyfus Growth and Value Funds, Inc. 26) Dreyfus Growth Opportunity Fund, Inc. 27) Dreyfus Debt and Equity Funds 28) Dreyfus Index Funds, Inc. 29) Dreyfus Institutional Money Market Fund 30) Dreyfus Institutional Preferred Money Market Fund 31) Dreyfus Institutional Short Term Treasury Fund 32) Dreyfus Insured Municipal Bond Fund, Inc. 33) Dreyfus Intermediate Municipal Bond Fund, Inc. 34) Dreyfus International Funds, Inc. 35) Dreyfus Investment Grade Bond Funds, Inc. 36) Dreyfus Investment Portfolios 37) The Dreyfus/Laurel Funds, Inc. 38) The Dreyfus/Laurel Funds Trust 39) The Dreyfus/Laurel Tax-Free Municipal Funds 40) Dreyfus LifeTime Portfolios, Inc. 41) Dreyfus Liquid Assets, Inc. 42) Dreyfus Massachusetts Intermediate Municipal Bond Fund 43) Dreyfus Massachusetts Municipal Money Market Fund 44) Dreyfus Massachusetts Tax Exempt Bond Fund 45) Dreyfus MidCap Index Fund 46) Dreyfus Money Market Instruments, Inc. 47) Dreyfus Municipal Bond Fund, Inc. 48) Dreyfus Municipal Cash Management Plus 49) Dreyfus Municipal Money Market Fund, Inc. 50) Dreyfus New Jersey Intermediate Municipal Bond Fund 51) Dreyfus New Jersey Municipal Bond Fund, Inc. 52) Dreyfus New Jersey Municipal Money Market Fund, Inc. 53) Dreyfus New Leaders Fund, Inc. 54) Dreyfus New York Insured Tax Exempt Bond Fund 55) Dreyfus New York Municipal Cash Management 56) Dreyfus New York Tax Exempt Bond Fund, Inc. 57) Dreyfus New York Tax Exempt Intermediate Bond Fund 58) Dreyfus New York Tax Exempt Money Market Fund 59) Dreyfus U.S. Treasury Intermediate Term Fund 60) Dreyfus U.S. Treasury Long Term Fund 61) Dreyfus 100% U.S. Treasury Money Market Fund 62) Dreyfus U.S. Treasury Short Term Fund 63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund 64) Dreyfus Pennsylvania Municipal Money Market Fund 65) Dreyfus Premier California Municipal Bond Fund 66) Dreyfus Premier Equity Funds, Inc. 67) Dreyfus Premier International Funds, Inc. 68) Dreyfus Premier GNMA Fund 69) Dreyfus Premier Worldwide Growth Fund, Inc. 70) Dreyfus Premier Municipal Bond Fund 71) Dreyfus Premier New York Municipal Bond Fund 72) Dreyfus Premier State Municipal Bond Fund 73) Dreyfus Premier Value Fund 74) Dreyfus Short-Intermediate Government Fund 75) Dreyfus Short-Intermediate Municipal Bond Fund 76) The Dreyfus Socially Responsible Growth Fund, Inc. 77) Dreyfus Stock Index Fund, Inc. 78) Dreyfus Tax Exempt Cash Management 79) The Dreyfus Third Century Fund, Inc. 80) Dreyfus Treasury Cash Management 81) Dreyfus Treasury Prime Cash Management 82) Dreyfus Variable Investment Fund 83) Dreyfus Worldwide Dollar Money Market Fund, Inc. 84) Founders Funds, Inc. 85) General California Municipal Bond Fund, Inc. 86) General California Municipal Money Market Fund 87) General Government Securities Money Market Fund, Inc. 88) General Money Market Fund, Inc. 89) General Municipal Bond Fund, Inc. 90) General Municipal Money Market Funds, Inc. 91) General New York Municipal Bond Fund, Inc. 92) General New York Municipal Money Market Fund (b) Positions and Name and principal Positions and offices with offices with business address the Distributor Registrant __________________ ___________________________ _____________ Marie E. Connolly+ Director, President, Chief President and Executive Officer and Chief Treasurer Compliance Officer Joseph F. Tower, III+ Director, Senior Vice President, Vice President Treasurer and Chief Financial and Assistant Officer Treasurer Mary A. Nelson+ Vice President Vice President and Assistant Treasurer Jean M. O'Leary+ Assistant Vice President, None Assistant Secretary and Assistant Clerk William J. Nutt+ Chairman of the Board None Michael S. Petrucelli++ Senior Vice President Vice President, Assistant Treasurer and Assistant Secretary Patrick W. McKeon+ Vice President None Joseph A. Vignone+ Vice President None ________________________________ + Principal business address is 60 State Street, Boston, Massachusetts 02109. ++ Principal business address is 200 Park Avenue, New York, New York 10166. Item 28. Location of Accounts and Records _______ ________________________________ 1. First Data Investor Services Group, Inc., a subsidiary of First Data Corporation P.O. Box 9671 Providence, Rhode Island 02940-9671 2. Mellon Bank, N.A. One Mellon Bank Center Pittsburgh, Pennsylvania 15258 3. Dreyfus Transfer, Inc. P.O. Box 9671 Providence, Rhode Island 02940-9671 4. The Dreyfus Corporation 200 Park Avenue New York, New York 10166 Item 29. Management Services _______ ___________________ Not Applicable Item 30. Undertakings _______ ____________ None SIGNATURES __________ Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York on the 27th day of April, 1999. THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. BY: /s/ MARIE E. CONNOLLY* ____________________________ MARIE E. CONNOLLY, PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signatures Title Date __________________________ ______________________________ __________ /s/Marie E. Connolly* President and Treasurer 4/27/99 ______________________________ (Principal Executive, Financial Marie E. Connolly and Accounting Officer) /s/Clifford L. Alexander, Jr.* Director 4/27/99 _____________________________ Clifford L. Alexander, Jr. /s/Lucy Wilson Benson* Director 4/27/99 ______________________________ Lucy Wilson Benson /s/Joseph S. DiMartino* Chairman of the Board of Directors 4/27/99 _____________________________ Joseph S. DiMartino *BY: /s/ Stephanie Pierce __________________________ Stephanie Pierce, Attorney-in-Fact INDEX EXHIBITS (a) Consent of Independent Accountant (b) Financial Data Schedule

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘485BPOS’ Filing    Date First  Last      Other Filings
1/1/005
6/30/999N-30D,  NSAR-A
Effective on:5/1/9919
Filed on:4/29/99
4/26/999
4/14/999DEF 14A,  PRE 14A
3/1/999485APOS
2/28/995
1/14/999
12/31/98924F-2NT,  N-30D,  NSAR-B
7/16/989
12/31/97924F-2NT,  N-30D,  NSAR-B
4/22/979485BPOS
12/31/96924F-2NT,  N-30D,  NSAR-B
4/25/969485APOS
4/22/969
4/21/969
4/18/969DEF 14A,  PRES14A
1/1/969
3/1/959485APOS,  NSAR-B
12/31/94924F-2NT,  N-30D,  NSAR-B
8/2/949DEF 14A,  PRE 14A
10/7/939
2/24/939
10/7/929
7/21/929
7/20/929
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