File Nos. 33-27172
811-5719
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. 6 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 6 [X]
(Check appropriate box or boxes.)
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
(D/B/A Dreyfus Stock Index Fund)
(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
Daniel C. Maclean III, 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) of Rule 485
X
_____ on May 1, 1994 pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a) of Rule 485
_____ on (date) pursuant to paragraph (a) of Rule 485
Registrant has registered an indefinite number of shares of its
Common Stock under the Securities Act of 1933 pursuant to Section 24(f) of
the Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for
the fiscal year ended December 31, 1993 was filed on February 28, 1994.
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
1 Cover Page Cover
2 Synopsis *
3 Condensed Financial Information 2
4 General Description of Registrant 2
5 Management of the Fund 5
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 2,9
7 Purchase of Securities Being Offered 7
8 Redemption or Repurchase 7
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
10 Cover Page B-1
11 Table of Contents B-1
12 General Information and History B-15
13 Investment Objectives and Policies B-2
14 Management of the Fund B-5
15 Control Persons and Principal B-7
Holders of Securities
16 Investment Advisory and Other B-8
Services
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
17 Brokerage Allocation B-13
18 Capital Stock and Other Securities B-14
19 Purchase, Redemption and Pricing B-10
of Securities Being Offered
20 Tax Status B-10
21 Underwriters *
22 Calculations of Performance Data B-13
23 Financial Statements B-16
Items in
Part C of
Form N-1A
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-9
30 Location of Accounts and Records C-17
31 Management Services C-17
32 Undertakings C-17
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS MAY 1, 1994
DREYFUS STOCK INDEX FUND
- -------------------------------------------------------------------------
DREYFUS STOCK INDEX FUND (THE "FUND") IS AN OPEN-END,
NON-DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A
MUTUAL FUND, THAT IS INTENDED TO BE A FUNDING VEHICLE FOR VARIABLE
ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICIES TO BE
OFFERED BY THE SEPARATE ACCOUNTS OF LIFE INSURANCE COMPANIES (THE
"PARTICIPATING INSURANCE COMPANIES").
THE FUND'S GOAL IS TO PROVIDE INVESTMENT RESULTS THAT
CORRESPOND TO THE PRICE AND YIELD PERFORMANCE OF PUBLICLY TRADED
COMMON STOCKS IN THE AGGREGATE, AS REPRESENTED BY THE STANDARD &
POOR'S 500 COMPOSITE STOCK PRICE INDEX. IN ANTICIPATION OF TAKING A
MARKET POSITION, THE FUND IS PERMITTED TO PURCHASE AND SELL STOCK
INDEX FUTURES. THE FUND IS NEITHER SPONSORED BY NOR AFFILIATED WITH
STANDARD & POOR'S CORPORATION.
WELLS FARGO NIKKO INVESTMENT ADVISORS ("WFNIA") SERVES AS THE
FUND'S INDEX FUND MANAGER.
THE DREYFUS CORPORATION ("DREYFUS") SERVES AS THE FUND'S
ADMINISTRATOR. DREYFUS SERVICE CORPORATION (THE "DISTRIBUTOR"), A
WHOLLY-OWNED SUBSIDIARY OF DREYFUS, IS THE FUND'S DISTRIBUTOR.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE
FUND THAT YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.
PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL INFORMATION),
DATED MAY 1, 1994, WHICH MAY BE REVISED FROM TIME TO TIME, PROVIDES
A FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS AND
OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE
FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-
0144, OR CALL (516) 338-3300.
THE FUND'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. THE FUND'S
SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS
OF PRINCIPAL. THE FUND'S SHARE PRICE AND INVESTMENT RETURN FLUCTUATE AND
ARE NOT GUARANTEED.
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TABLE OF CONTENTS
PAGE
CONDENSED FINANCIAL INFORMATION........................... 2
DESCRIPTION OF THE FUND................................... 2
MANAGEMENT OF THE FUND.................................... 5
HOW TO BUY FUND SHARES.................................... 7
HOW TO REDEEM FUND SHARES................................. 7
SHAREHOLDER SERVICES PLAN................................. 7
DIVIDENDS, DISTRIBUTIONS AND TAXES........................ 7
PERFORMANCE INFORMATION................................... 8
GENERAL INFORMATION....................................... 9
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- ----------------------------------------------------------------------
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Coopers &
Lybrand, the Fund's independent accountants, whose report thereon
appears in the Statement of Additional Information. Further financial data
and related notes are included in the Statement of Additional Information,
available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share of
Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each period indicated. This
information has been derived from information provided in the Fund's
financial statements.
<TABLE>
<CAPTION>
Four
Months Ended Year Ended
Year Ended August 31, December 31,December 31,
<S> <C> <C> <C> <C> <C>
PER SHARE DATA: 1990(1) 1991 1992 1992 1993
------ ----- ----- ----- -----
Net asset value, beginning of
year................................................................... $12.50 $11.62 $14.20 $14.87 $15.32
------ ----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net...................................................... .38 .39 .37 .13 .37
Net realized and unrealized gain (loss) on
investments............................................................ (.95) 2.60 .68 .77 1.04
------ ----- ----- ----- -----
TOTAL FROM INVESTMENT
OPERATIONS....................................................... (.57) 2.99 1.05 .90 1.41
------ ----- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment income-net....................................... (.31) (.39) (.38) (.21) (.37)
Dividends from net realized gain on investments............................ -- (.02) -- (.24) (3.00)
Excess dividends from net
realized gain on investments.............................................. -- -- -- -- (.16)
------ ----- ----- ----- -----
TOTAL DISTRIBUTIONS (.31) (.41) (.38) (.45) (3.53)
------ ----- ----- ----- -----
Net asset value, end of year............................................... $11.62 $14.20 $14.87 $15.32 $13.20
====== ====== ====== ====== ======
TOTAL INVESTMENT RETURN (4.73%)(2) 26.26% 7.49% 6.05%(2) 9.33%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.................................... .37%(2) .40% .40% .13%(2) .40%
Ratio of net investment income to average net assets....................... 3.12%(2) 3.05% 2.63% .85%(2) 2.38%
Decrease reflected in above expense ratios due to
undertakings by WFNIA and Dreyfus...................................... .17%(2) .11% .13% .03%(2) .27%
Portfolio Turnover Rate.................................................... .99%(2) 1.02% 7.66% 6.94%(2) 71.71%
Net Assets, end of year (000's Omitted).................................... $48,184 $62,400 $74,446 $70,072 $61,319
(1) From September 29, 1989 (commencement of operations) to August 31, 1990.
(2) Not annualized.
</TABLE>
Further information about the Fund's performance is contained in the
Fund's annual report, which may be obtained without charge by writing to
the address or calling the number set forth on the cover page of this
Prospectus.
DESCRIPTION OF THE FUND
GENERAL - The Fund is intended to be a funding vehicle for variable
annuity contracts ("VA contracts") and variable life insurance policies
("VLI policies") to be offered by the Participating Insurance Companies.
The Fund currently does not foresee any disadvantages to the holders of
VA contracts and VLI policies arising from the fact that the interests of
the holders of such contracts and policies may differ. Nevertheless, the
Fund's Directors intend to monitor events in order to identify any material
conflicts which may arise and to determine what action, if any,
should be taken in response thereto. The VA contracts and the VLI policies
are described in the separate prospectuses issued by the Participating
Insurance Companies over which the Fund assumes no responsibility.
Individual VA contract holders and VLI policy holders are not the
"shareholders" of the Fund. Rather, the Participating Insurance Companies
and their separate accounts are the shareholders (the "shareholders"),
although such companies may pass through voting rights to their VA
contract holders and VLI policy holders.
INVESTMENT OBJECTIVE -- The Fund's investment objective is to provide
investment results that correspond to the price and yield performance of
publicly traded common stocks in the aggregate, as represented by the
Standard & Poor's 500 Composite Stock Price Index* (the "Index"). The
Fund's investment objective cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940)
of the Fund's outstanding voting shares. There can be no assurance that the
Fund's investment objective will be achieved.
*"Standard & Poor's 500," "S&P 500" are trademarks of Standard &
Poor's Corporation and have been licensed for use. The Fund is not
sponsored,endorsed, sold or promoted by Standard & Poor's Corporation.
MANAGEMENT POLICIES -- The Fund attempts to duplicate the investment
results of the Index, which is composed of 500 selected common stocks,
most of which are listed on the New York Stock Exchange. Standard &
Poor's Corporation chooses the stocks to be included in the Index solely on
a statistical basis. The Fund attempts to be fully invested at all times in
the stocks that comprise the Index and stock index futures as described
below and, in any event, at least 80% of the Fund's net assets will be so
invested. Inclusion of a stock in the Index in no way implies an opinion by
Standard & Poor's Corporation as to its attractiveness as an investment.
The Fund uses the Index as the standard performance comparison because
it represents approximately 69% of the total market value of all common
stocks and is well known to investors. An investment in the Fund involves
risks similar to those of investing in common stocks.
The weightings of stocks in the Index are based on each stock's relative
total market capitalization; that is, its market price per share times the
number of shares outstanding. Because of this weighting, as of December
31, 1993, approximately 46% of the Index was composed of the 50 largest
companies. WFNIA generally selects stocks for the Fund's portfolio in the
order of their weightings in the Index beginning with the heaviest
weighted stocks. With respect to the Fund's assets invested in the stocks
in the Index, the percentage of such assets invested in each stock is
approximately the same as the percentage it represents in the Index.
No attempt is made to manage the portfolio in the traditional sense
using economic, financial and market analysis. The Fund is managed using
a computer program to determine which stocks are to be purchased or sold
to replicate the Index to the extent feasible. From time to time,
administrative adjustments may be made in the Fund's portfolio because
of changes in the composition of the Index, but such changes should be
infrequent.
The Fund believes that the indexing approach described above is an
effective method of substantially duplicating percentage changes in the
Index. It is a reasonable expectation that there will be a close correlation
between the Fund's performance and that of the Index in both rising and
falling markets. The Fund will attempt to achieve a correlation between
the performance of its portfolio and that of the Index of at least 0.95,
without taking into account expenses. A correlation of 1.00 would indicate
perfect correlation, which would be achieved when the Fund's net asset
value, including the value of its dividends and capital gains distributions,
increases or decreases in exact proportion to changes in the Index. The
Fund's ability to correlate its performance with the Index, however, may
be affected by, among other things, changes in securities markets, the
manner in which the Index is calculated by Standard & Poor's Corporation
and the timing of purchases and redemptions. In the future, the Board of
Directors, subject to the approval of shareholders, may select another
index if such a standard of comparison is deemed to be more
representative of the performance of common stocks.
The Fund's ability to duplicate the performance of the Index also
depends to some extent on the size of the Fund's portfolio and the size of
cash flows into and out of the Fund. Investment changes to accommodate
these cash flows are made to maintain the similarity of the Fund's
portfolio to the Index to the maximum practicable extent.
From time to time, to increase its income, the Fund may lend securities
from its portfolio to brokers, dealers and other financial institutions
needing to borrow securities to complete certain transactions. Such loans
may not exceed 30% of the value of the Fund's total assets. In connection
with such loans, the Fund receives collateral consisting of cash, U.S.
Government securities or irrevocable letters of credit. Such collateral is
maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. The Fund
3
continues to be entitled to payments in amounts equal to the dividends,
interest or other distributions payable on the loaned security and receives
interest on the amount of the loan. Such loans are terminable at any time
upon specified notice. The Fund might experience risk of loss if the
institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Fund.
When the Fund has cash reserves, the Fund may invest in U.S.
Government securities, repurchase agreements, time deposits,
certificates of deposit, bankers' acceptances and high-grade commercial
paper. See the Fund's Statement of Additional Information for a
description of these instruments. The Fund also may purchase stock index
futures in anticipation of taking a market position when, in the opinion of
WFNIA, available cash balances do not permit an economically efficient
trade in the cash market. The Fund also may sell stock index futures to
terminate existing positions it may have as a result of its purchases of
stock index futures.
STOCK INDEX FUTURES -- A stock index future obligates the seller to
deliver (and the purchaser to take) an amount of cash equal to a specific
dollar amount times the difference between the value of a specific stock
index at the close of the last trading day of the contract and the price at
which the agreement is made. No physical delivery of the underlying
stocks in the index is made. The Fund purchases and sells futures
contracts on the stock index for which it can obtain the best price with
consideration also given to liquidity.
Initially, when purchasing or selling futures contracts, the Fund is
required to deposit with its custodian in the broker's name an amount of
cash or cash equivalents up to approximately 10% of the contract amount.
This amount is subject to change by the exchange or board of trade on
which the contract is traded and members of such exchange or board of
trade may impose their own higher requirements. This amount is known as
"initial margin" and is in the nature of a performance bond or good faith
deposit on the contract which is returned to the Fund upon termination of
the futures position, assuming all contractual obligations have been
satisfied. Subsequent payments, known as "variation margin," to and from
the broker, are made daily as the price of the index or securities
underlying the futures contract fluctuates, making the long and short
positions in the futures contract more or less valuable, a process known
as "marking-to-market." At any time prior to the expiration of a futures
contract, the Fund may elect to close the position by taking an opposite
position at the then prevailing price, which will operate to terminate the
Fund's existing position in the contract.
Using futures in anticipation of market transactions involves certain
risks. Although the Fund intends to purchase or sell futures contracts only
if there is an active market for such contracts, no assurance can be given
that a liquid market will exist for any particular contract at any
particular time. In addition, the price of stock index futures may not
correlate perfectly with the movement in the stock index due to certain
market distortions. First, all participants in the futures market are
subject to margin deposit and maintenance requirements. Rather than
meeting additional margin deposit requirements, investors may close
futures contracts through offsetting transactions which would distort the
normal relationship between the index and futures markets. Secondly,
from the point of view of speculators, the deposit requirements in the
futures market are less onerous than margin requirements in the
securities market. Therefore, increased participation by speculators in
the futures market also may cause temporary price distortions. Because of
the possibility of price distortions in the futures market and the
imperfect correlation between movements in the stock index and
movements in the price of stock index futures, a correct forecast of
general market trends still may not result in a successful hedging
transaction.
The Fund is not a commodity pool. The Fund's commodity transactions
must constitute bona fide hedging or other permissible transactions
pursuant to regulations promulgated by the Commodity Futures Trading
Commission. In addition, the Fund may not engage in such transactions if
the amount of initial margin deposits, other than for bona fide hedging
transactions, would exceed 5% of the liquidation value of the Fund's
assets, after taking into account unrealized profits and losses on such
contracts it has entered into. In connection with its futures transactions,
the Fund will establish and maintain at its custodian bank a segregated
account consisting of cash or high quality money market instruments in an
amount equal to the market value of the underlying commodity less any
amount deposited as margin.
CERTAIN FUNDAMENTAL POLICIES -- The Fund may: (i) invest up to 5% of its
assets in securities of any company having less than three years'
continuous operation (including operations of any predecessors); (ii)
4
borrow money from banks (which, if permitted by applicable regulatory
authority, may be from Wells Fargo Institutional Trust Company, N.A. or
Wells Fargo Bank, N.A., affiliates of WFNIA), but only for temporary or
emergency (not leveraging) purposes in an amount up to 5% 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; (iii) pledge, hypothecate,
mortgage or otherwise encumber its assets, but only in an amount up to
10% of the value of its total assets to secure borrowings for temporary or
emergency purposes. Collateral arrangements with respect to initial or
variation margin for futures contracts will not be deemed to be pledges of
the Fund's assets; (iv) invest up to 25% of its assets in the securities of
issuers in a single industry (or more to the extent the Index also is so
concentrated); (v) invest up to 10% of its total assets in time deposits
maturing from two business days through seven calendar days; and (vi)
invest up to 10% of its net assets in repurchase agreements providing for
settlement in more than seven days after notice and in securities that are
not readily marketable. This paragraph describes fundamental policies
that cannot be changed without approval of the holders of a majority (as
defined in the Investment Company Act of 1940) of the Fund's outstanding
voting shares. See "Investment Objective and Management Policies-
Investment Restrictions" in the Fund's Statement of Additional
Information.
INVESTMENT CONSIDERATIONS -- The Fund's classification as a "non-
diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not
limited by the Investment Company Act of 1940. A "diversified"
investment company is required by the Investment Company Act of 1940
generally, with respect to 75% of its total assets, to invest not more than
5% of such assets in the securities of a single issuer and to hold not more
than 10% of the voting securities of any single issuer. However, the Fund
intends to conduct its operations so as to qualify as a "regulated
investment company" for purposes of the Internal Revenue Code of 1986,
as amended (the "Code"), which requires that, at the end of each quarter
of its taxable year, (i) at least 50% of the market value of the Fund's total
assets be invested in cash, U.S. Government securities, the securities of
other regulated investment companies and other securities, with such
other securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the Fund's
total assets and 10% of the outstanding voting securities of such issuer,
and (ii) not more than 25% of the value of its total assets be invested in
the securities of any one issuer (other than U. S . Government securities or
the securities of other regulated investment companies). Since a
relatively high percentage of the Fund's assets may be invested in the
securities of a limited number of issuers, some of which may be within
the same economic sector, the Fund's portfolio securities may be more
susceptible to any single economic, political or regulatory occurrence
than the portfolio securities of a diversified investment company.
Since the stocks of some foreign issuers are included in the Index, the
Fund's portfolio may contain securities of such foreign issuers which may
subject the Fund to additional investment risks with respect to those
securities that are different in some respects from those incurred by a
fund which invests only in securities of domestic issuers. Such risks
include future political and economic developments, the possible
imposition of withholding taxes on income payable on the securities, the
possible establishment of exchange controls or the adoption of other
foreign governmental restrictions which might adversely affect an
investment in these securities and the possible seizure or nationalization
of foreign deposits.
Investment decisions for the Fund are made independently from those of
the other accounts and investment companies that may be managed by
WFNIA. However, if such other accounts or investment companies are
prepared to invest in, or desire to dispose of, securities in which the Fund
invests at the same time 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.
MANAGEMENT OF THE FUND
INDEX FUND MANAGER - WFNIA, located at 45 Fremont Street, San
Francisco, California 94105, is the index fund manager. WFNIA was organized
and registered as an investment adviser on April 3, 1990. Pursuant to an
Index Management Agreement with the Fund, WFNIA manages the investment of
the Fund's assets, subject to the supervision of the Fund's Board of
Directors and in conformity with Maryland law and the stated policies
of the Fund. WFNIA is responsible for placing purchase and sale orders
and providing continuous supervision of the investment portfolio. WFNIA
also serves as index fund manager of Dreyfus Edison Electric Index Fund,
Inc. and Peoples Index Fund, Inc.
On April 3, 1990, Wells Fargo & Company, Wells Fargo Bank, N.A. and
Wells Fargo Investment Advisors ("WFIA"), the predecessor index manager
of the Fund, signed an agreement with The Nikko Securities Co., Ltd. and an
affiliate ("Nikko") pursuant to which the assets and business of WFIA
relevant to its performance as index fund manager were transferred to
WFNIA. WFIA and Nikko each own 50% of WFNIA. Nikko, whose principal
place of business is located in Tokyo, Japan, is one of the world's leading
investment managers with approximately $15 billion under management as
of December 31, 1993. WFNIA, one of the world's largest managers of
index funds, is responsible for managing or providing investment advice
for assets aggregating in excess of $154 billion as of December 31, 1993.
Pursuant to the terms of the Index Management Agreement, the Fund has
agreed to pay WFNIA a monthly fee at the annual rate of .15 of 1% of the
value of the Fund's average daily net assets. For the fiscal year ended
December 31, 1993, the Fund paid WFNIA a monthly index management fee
at the effective annual rate of .01 of 1% of the value of the Fund's average
daily net assets, pursuant to an undertaking in effect (see "Expenses"
below).
ADMINISTRATOR -- Dreyfus, located at 200 Park Avenue, New York, New
York 10166, serves as the Fund's administrator. Dreyfus generally assists
in all aspects of the Fund's operations, other than providing index
management or investment advice, under an Administration Agreement
with the Fund, subject to the overall authority of the Fund's Directors in
accordance with Maryland law. Dreyfus was organized in 1947 and, as of
February 28, 1994, managed or administered approximately $77 billion in
assets for more than 1.9 million investor accounts nationwide.
Pursuant to the terms of the Administration Agreement, the Fund has
agreed to pay Dreyfus a monthly fee at the annual rate of .15 of 1% of the
value of the Fund's average daily net assets. For the fiscal year ended
December 31, 1993, the Fund paid Dreyfus a monthly fee at the effective
annual rate of .01 of 1% of the value of the Fund's average daily net
assets, pursuant to an undertaking in effect (see "Expenses" below).
CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT -- Wells Fargo
Institutional Trust Company, N.A., 45 Fremont Street, San Francisco,
California 94105 ("WFITC"), is the custodian of the Fund's investments.
WFITC is owned by WFNIA and Wells Fargo & Company.
The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent").
EXPENSES -- All expenses incurred in the operation of the Fund are borne by
the Fund, except to the extent specifically assumed by WFNIA and/or
Dreyfus. The expenses borne by the Fund include the following:
organizational costs, taxes, interest, brokerage fees and commissions, if
any, fees of Directors who are not officers, directors, employees or
holders, directly or indirectly, of 5% or more of the outstanding voting
securities of WFNIA or Dreyfus or their affiliates, Securities and
Exchange Commission fees, state Blue Sky qualification fees, index
management and administration fees, charges of custodians, transfer and
dividend disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of
independent pricing services, costs of maintaining corporate existence,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of shareholders' reports and
corporate meetings, costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders, and any extraordinary expenses.
WFNIA and Dreyfus have undertaken that, until such time as they give
shareholders at least 180 days' notice to the contrary, if in any fiscal
year the aggregate expenses of the Fund (excluding brokerage
commissions, transaction fees and extraordinary expenses) exceed .40 of
1% of the value of the Fund's average net assets for the fiscal year,
the Fund may deduct from the payments to be made to WFNIA and Dreyfus, or
WFNIA and Dreyfus will bear, such excess expense. In addition, from time to
time, WFNIA and/or Dreyfus or one of their affiliates may waive receipt of
their fees and/or voluntarily assume certain expenses of the Fund which would
have the effect of lowering the overall expense ratio of the Fund and
increasing yield to investors at the time such amounts are waived or assumed,
as the case may be. The Fund will not pay WFNIA and/or Dreyfus or their
affiliates at a later time for any amounts which may be waived, nor will
the Fund reimburse WFNIA and/or Dreyfus or their affiliates for any amounts
which may be assumed.
Dreyfus may pay the Distributor for shareholder and distribution
services from Dreyfus' own assets, including past profits but not
including the administration fee paid by the Fund. The Distributor may use
part or all of such payments to pay securities dealers or others in respect
of these services.
HOW TO BUY FUND SHARES
The Distributor, located at 200 Park Avenue, New York, New York
10166, is a wholly-owned subsidiary of Dreyfus. The shares it distributes
are not deposits or obligations of The Dreyfus Security Savings Bank, F.S.B
and therefore are not insured by the Federal Deposit Insurance
Corporation.
Separate accounts of the Participating Insurance Companies place
orders based on, among other things, the amount of premium payments to
be invested pursuant to VA contracts and VLI policies. Individuals may not
place orders directly with the Fund. See the prospectus of the separate
account of the applicable Participating Insurance Company for more
information on the purchase of Fund shares.
If an order is received by the Fund or its agent by the close of trading
on the floor of the New York Stock Exchange (currently 4:00 p.m., New York
time) on a business day, Fund shares will be purchased at the net asset
value determined as of such close of trading on the day the order is
received. Otherwise, Fund shares will be purchased at the net asset value
determined as of the close of trading on the floor of the New York Stock
Exchange on the next business day.
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 on each day the New York Stock Exchange is open for business.
For purposes of determining net asset value, futures contracts 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
value of 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 methods employed in
valuing Fund investments, see "Determination of Net Asset Value" in the
Fund's Statement of Additional Information.
HOW TO REDEEM FUND 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. When the Fund or its agent
receives a request in proper form by the close of trading on the floor of
the New York Stock Exchange (currently 4:00 p.m., New York time), the
Fund will redeem the shares at the net asset value determined as of the
close of such trading on the day the request is received. To maximize the
Fund's ability to track the Index, shareholders are urged to transmit
redemption requests so that they may be received by the Fund or its agent
prior to 12:00 noon, New York time, on the day upon which shareholders
want their redemption requests to be effective. 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 and policy holders.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan pursuant to which the
Fund reimburses the Distributor an amount not to exceed an annual rate of
.25 of 1% of the value of the Fund's average daily net assets for certain
allocated expenses with respect to servicing and/or maintaining
shareholder accounts.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares and pays dividends from net investment
income quarterly, and automatically reinvests them in additional Fund
shares at net asset value or, at the shareholder's option, pays them in
cash. The Fund makes distributions from net realized securities gains, if
any, once a year, but may make distributions on a more frequent basis to
comply with the distribution requirements of the Code, in all events in a
manner consistent with the provisions of the Investment Company Act of
1940. The Fund will not make distributions from net realized securities
gains unless capital loss carryovers, if any, have been utilized or have
expired. If all shares in an account are redeemed at any time, all dividends
to which the shareholder is entitled will be paid along with the proceeds
of the redemption. All expenses are accrued daily and deducted before
declaration of dividends to investors.
Notice as to the tax status of dividends and distributions will be mailed
to shareholders annually. Dividends derived from net investment income,
together with distributions of net realized short-term securities gains
and all or a portion of any gains realized from the sale or other
disposition of certain market discount bonds, paid by the Fund will be
taxable as ordinary income whether received in cash or reinvested in
additional Fund shares. Distributions from net realized long-term
securities gains of the Fund will be taxable to U.S. shareholders as long-
term capital gains for Federal income tax purposes, regardless of how
long shareholders have held their Fund shares and whether such
distributions are received in cash or reinvested in additional Fund shares.
The Code provides that the net capital gain of an individual generally will
not be subject to Federal income tax at a rate in excess of 28%. Since the
Fund's shareholders are the Participating Insurance Companies and their
separate accounts, no discussion is included herein as to the Federal
income tax consequences to VA contract holders and VLI policy holders.
Participating Insurance Companies should consult their own tax advisers
as to the taxability of dividends and distributions paid to them.
Section 817(h) of the Code requires that the investments of a
segregated asset account of an insurance company be "adequately
diversified'' as provided therein or in accordance with U.S. Treasury
Regulations, in order for the account to serve as the basis for VA
contracts or VLI policies. Section 817(h) and the U.S. Treasury Regulations
issued thereunder provide the manner in which a segregated asset account
will treat investments in a regulated investment company for purposes of
the diversification requirements. If the Fund satisfies certain conditions,
a segregated asset account owning shares of the Fund will be treated as
owning multiple investments consisting of the account's proportionate
share of each of the assets of the Fund. The Fund intends to satisfy these
conditions so that the shares of the Fund owned by a segregated asset
account of a Participating Insurance Company will be treated as multiple
investments. Further, the Fund intends to satisfy the diversification
standards prescribed under Section 817(h) for segregated accounts.
Management of the Fund believes that the Fund has qualified for the
fiscal year ended December 31, 1993 as a "regulated investment company"
under the Code. The Fund intends to continue to so qualify if such
qualification is in the best interest of its shareholders. Qualification as a
regulated investment company relieves the Fund of any liability for
Federal income taxes to the extent its earnings are distributed in
accordance with applicable provisions of the Code. In addition, the Fund is
subject to a non-deductible 4% excise tax, measured with respect to
certain undistributed amounts of taxable investment income and capital
gains.
Participating Insurance Companies should consult their tax advisers
regarding specific questions as to Federal, state or local taxes.
PERFORMANCE INFORMATION
For the purpose of advertising, performance is calculated on the basis
of average annual total return. Advertisements also may include
performance calculated on the basis of total return.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in the Fund was purchased
with an initial payment of $1,000 and that the investment was redeemed
at the end of a stated period of time, after giving effect to the
reinvestment of dividends and distributions during the period. The return
is expressed as a percentage rate which, if applied on a compounded
annual basis, would result in the redeemable value of the investment at
the end of the period. Advertisements of the Fund's performance will
include the Fund's average annual total return for one, five and ten year
periods, or for shorter time periods depending upon the length of time
during which the Fund has operated.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the
income and principal changes for a specified period and dividing by the net
asset value per share at the beginning of the period. Advertisements may
include the percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes the
application of the percentage rate of total return.
Performance will vary from time to time and past results are not
necessarily representative of future results. 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 Fund's average annual total return and total return should not be
compared with other funds that offer their shares directly to the public
since the figures provided do not reflect charges of Participating
Insurance Companies. In addition, the Fund's total return should be
distinguished from the rate of return of a separate 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 therefore will be lower. VA
contract holders and VLI policy holders should consult the prospectus for
such contract or policy.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Standard
& Poor's 500 Composite Stock Price Index, Standard & Poor's MidCap 400
Index, Lipper Analytical Services, Inc., the Dow Jones Industrial Average,
Money Magazine, Morningstar, Inc. and other industry publications. The
Fund may cite in its advertisements or in reports or other communications
to shareholders, historical performance of unmanaged indexes as reported
in Ibbotson, Roger G. and Rex A. Sinquefield, Stocks, Bonds, Bills and
Inflation (SBBI), 1982, updated annually in the SBBI Yearbook, Ibbotson
Associates, Chicago. In its advertisements, the Fund also may cite the
aggregate amount of assets committed to index investing by pension funds
and/or other institutional investors, which currently exceeds $300
billion, and may refer to or discuss then current or past economic or
financial conditions, developments or events.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on January 24, 1989, and
commenced operations on September 29, 1989. On May 1, 1994, the Fund,
which is incorporated under the name Dreyfus Life and Annuity Index Fund,
Inc., began operating under the name Dreyfus Stock Index Fund. The Fund is
authorized to issue 200 million shares of Common Stock, par value $.001
per share. Each share has one vote. In accordance with current law, the
Fund anticipates that a Participating Insurance Company issuing a VA
contract or VLI policy that participates in the Fund will request voting
instructions from contract and policy holders and will vote shares in
proportion to the voting instructions received. For further information on
voting rights, see the applicable prospectus of the Participating Insurance
Company.
Unless otherwise required by the Investment Company Act of 1940,
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 purposes 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 then holding office have been elected by
shareholders.
The Transfer Agent maintains a record of shareholder ownership and
sends confirmations and statements of account.
Owners of policies and contracts issued by a Participating Insurance
Company for which shares of the Fund are an investment vehicle will
receive from the Participating Insurance Company unaudited semi-annual
financial statements and audited year-end financial statements certified
by the Fund's independent public accountants. Each report will show the
investments owned by the Fund and the market values thereof as
determined by the Directors and will provide other information about the
Fund and its operations.
Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11566-0144, or by calling (516)
338-3300.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY
PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE.
The Fund is not sponsored, endorsed, sold or promoted by Standard &
Poor's Corporation ("S&P"). S&P makes no representation or warranty,
express or implied, to the owners of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the
Fund particularly or the ability of the S&P 500 Index to track general
stock market performance. S&P's only relationship to the Fund is the
licensing of certain trademarks and trade names of S&P and of the S&P
500 Index which is determined, composed and calculated by S&P without
regard to the Fund. S&P has no obligation to take the needs of the Fund or
the owners of the Fund into consideration in determining, composing or
calculating the S&P 500 Index. S&P is not responsible for and has not
participated in the calculation of the Fund's net asset value, nor is S&P a
distributor of the Fund. S&P has no obligation or liability in connection
with the administration, marketing or trading of the Fund.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS
OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.
--------------------------------------------------
DREYFUS STOCK INDEX FUND
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MAY 1, 1994
--------------------------------------------------
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus Stock Index Fund (the "Fund"), dated May 1, 1994, 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 (516) 338-3300.
Wells Fargo Nikko Investment Advisors ("WFNIA") serves as the Fund's
index fund manager.
The Dreyfus Corporation ("Dreyfus") serves as the Fund's
administrator.
Dreyfus Service Corporation (the "Distributor"), a wholly-owned
subsidiary of Dreyfus, serves as the distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies . . . . . . . . B-2
Management of the Fund . . . . . . . . . . . . . . . . . . . B-5
Index Management and Administration Agreements . . . . . . . B-8
Shareholder Services Plan. . . . . . . . . . . . . . . . . . B-10
Purchase of Fund Shares. . . . . . . . . . . . . . . . . . . B-10
Redemption of Fund Shares. . . . . . . . . . . . . . . . . . B-11
Determination of Net Asset Value . . . . . . . . . . . . . . B-11
Dividends, Distributions and Taxes . . . . . . . . . . . . . B-12
Portfolio Transactions . . . . . . . . . . . . . . . . . . . B-14
Performance Information. . . . . . . . . . . . . . . . . . . B-14
Information About the Fund . . . . . . . . . . . . . . . . . B-15
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Accountants. . . . . . . . . . B-15
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . B-16
Financial Statements . . . . . . . . . . . . . . . . . . . . B-17
Report of Independent Accountants. . . . . . . . . . . . . . B-29
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Description of the Fund."
Other Portfolio Securities
Securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities include 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 than ten years. Some obligations
issued or guaranteed by U.S. Government agencies and instrumentalities,
for example, 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 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 agency or
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 it is satisfied that the credit risk with
respect to the issuer is minimal.
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
or sub-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 will require that
additional securities be deposited with it if the value of the securities
purchased should decrease below resale price. WFNIA 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.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate. Time deposits which may be held by the
Fund will not benefit from insurance from the Bank Insurance Fund or the
Savings Association Insurance Fund administered by the Federal Deposit
Insurance Corporation.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified
period of time.
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 of the drawer to pay the full
amount of the instrument upon maturity. Other short-term bank obligations
may include uninsured, direct obligations bearing fixed, floating or
variable interest rates.
Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs. The commercial paper purchased
by the Fund will consist only of direct obligations which, at the time of
their purchase, are (a) rated not lower than Prime-1 by Moody's Investors
Service, Inc. or A-1 by Standard & Poor's Corporation, (b) issued by
companies having an outstanding unsecured debt issue currently rated at
least Aa3 by Moody's Investors Service, Inc. or AA- by Standard & Poor's
Corporation, or (c) if unrated, determined by WFNIA to be of comparable
quality to those rated obligations which may be purchased by the Fund.
Management Policies
Lending Portfolio Securities. To a limited extent, the Fund may lend
its portfolio securities to brokers, dealers and other financial
institutions, provided it receives cash collateral which at all times is
maintained in an amount equal to at least 100% of the current market value
of the securities loaned. For purposes of this policy, the Fund considers
collateral consisting of U.S. Government securities or irrevocable letters
of credit issued by banks whose securities meet the standards for
investment by the Fund to be the equivalent of cash. By lending its
portfolio securities, the Fund can increase its income through the
investment of the cash collateral. Such loans may not exceed 30% of the
value of the Fund's total assets. From time to time, the Fund may return
to the borrower or a third party which is unaffiliated with the Fund, and
which is acting as a "placing broker," a part of the interest earned from
the investment of collateral received for securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value
of the securities rises above the level of such collateral; (3) the Fund
must be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any dividends, interest or
other distributions payable on the loaned securities, and any increase in
market value; (5) the Fund may pay only reasonable custodian fees in
connection with the loan; and (6) while voting rights on the loaned
securities may pass to the borrower, the Fund's Directors must terminate
the loan and regain the right to vote the securities if a material event
adversely affecting the investment occurs. These conditions may be
subject to future modification.
Investment Restrictions
The Fund has adopted the following investment restrictions as
fundamental policies. These restrictions cannot be changed without
approval of the holders of a majority (as defined in the Investment
Company Act of 1940 (the "Act")) of the Fund's outstanding voting shares.
The Fund may not:
1. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessors) if such
purchase would cause the value of the Fund's investments in all such
companies to exceed 5% of the value of its total assets.
2. Purchase securities of closed-end investment companies except
(a) in the open market where no commission other than the ordinary
broker's commission is paid, which purchases are limited to a maximum of
(i) 3% of the total outstanding voting stock of any one closed-end
investment company, (ii) 5% of the Fund's net assets with respect to the
securities issued by any one closed-end investment company and (iii) 10%
of the Fund's net assets in the aggregate, or (b) those received as part
of a merger or consolidation. The Fund may not purchase the securities of
open-end investment companies other than itself.
3. Invest in commodities, except that the Fund may invest in
futures contracts as described in the Prospectus and Statement of
Additional Information.
4. Purchase, hold or deal in real estate, or oil and gas interests,
but the Fund may purchase and sell securities that are secured by real
estate or issued by companies that invest or deal in real estate.
5. Borrow money or pledge, mortgage or hypothecate its assets,
except as described in the Fund's Prospectus and the Statement of
Additional Information and in connection with entering into futures
contracts. Collateral arrangements with respect to initial or variation
margin for futures contracts will not be deemed to be pledges of the
Fund's assets.
6. Lend any funds or other assets except through the purchase of
debt securities, bankers' acceptances and commercial paper of corporations
and other entities. However, the Fund may lend its portfolio securities
in an amount not to exceed 30% of the value of its total assets. Any
loans of portfolio securities will be made according to guidelines
established by the Securities and Exchange Commission and the Fund's
Directors.
7. Act as an underwriter of securities of other issuers or purchase
securities subject to restrictions on disposition under the Securities Act
of 1933 (so-called "restricted securities"). The Fund may not enter into
repurchase agreements providing for settlement in more than seven days
after notice or purchase securities which are not readily marketable, if,
in the aggregate, more than 10% of the value of the Fund's net assets
would be so invested. The Fund will not enter into time deposits maturing
in more than seven days and time deposits maturing from two business
through seven calendar days will not exceed 10% of the Fund's total
assets.
8. 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.
9. Purchase, sell or write puts, calls or combinations thereof.
10. Invest more than 25% of its assets in investments in any
particular industry or industries (including banking), except to the
extent the Index also is so concentrated, provided that, when the Fund has
adopted a temporary defensive posture, there shall be no limitation on the
purchase of obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
In addition to the investment restrictions adopted as fundamental
policies set forth above, the Fund operates with certain non-fundamental
policies which may be changed by vote of a majority of the Directors at
any time. The Fund may not: (i) engage in arbitrage transactions,
(ii) purchase warrants (other than those acquired by the Fund in units or
attached to securities), (iii) sell securities short, but reserves the
right to sell securities short against the box, and (iv) invest more than
10% of its total assets in the securities of any single issuer or invest
in more than 10% of the voting securities of any single issuer. In
addition, the Fund intends to: (i) comply with the diversification
requirements under Section 817(h) of the Internal Revenue Code of 1986, as
amended (the "Code"), and (ii) comply in all material respects with
relevant insurance laws and regulations applicable to investments of
separate accounts of Participating Insurance Companies.
If a percentage restriction is adhered to at the time of investment,
a later change in percentage resulting from a change in values or assets
will not constitute a violation of such restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interests of the Fund and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below. Each Director who is deemed to be an "interested person"
of the Fund, as defined in the Act, is indicated by an asterisk.
Directors and Officers of the Fund
*JOSEPH S. DiMARTINO, President and Director. President and Chief
Operating Officer and a director of Dreyfus, Executive Vice President
and a director of the Distributor and an officer, director or trustee
of other investment companies advised or administered by Dreyfus. He
is also a director of Noel Group, Inc., director and Corporate Member
of The Muscular Dystrophy Association and a trustee of Bucknell
University. His address is 200 Park Avenue, New York, New York
10166.
*DAVID P. FELDMAN, Director. Corporate Vice President-Investment
Management of AT&T. He is also a trustee of Corporate Property
Investors, a real estate investment company. His address is One Oak
Way, Berkeley Heights, New Jersey 07922.
JACK R. MEYER, Director. President and Chief Executive Officer of Harvard
Management Company, an investment management company, since September
1990. For more than five years prior thereto, he was Treasurer and
Chief Investment Officer of The Rockefeller Foundation. His address
is 600 Atlantic Avenue, Boston, Massachusetts 02210.
JOHN SZARKOWSKI, Director. Director Emeritus of the Department of
Photography at The Museum of Modern Art. Consultant in photography.
His address is Bristol Road Box 221, East Chatham, New York 12060.
ANNE WEXLER, Director. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She is also
a Director of American Cyanamid Company, The Continental Corporation,
Comcast Corporation and the New England Electric System, and a member
of the Board of the Carter Center of Emory University, the Council of
Foreign Relations, the I.B.M. Public Responsibility Committee, the
Visiting Committee of the John F. Kennedy School of Government at
Harvard University and the Board of Visitors of the University of
MarylandSchool of Public Affairs. Her address is 1317 F Street,
N.W., Washington, D.C. 20004.
The "non-interested" Directors and Mr. Feldman are also directors of
Dreyfus Edison Electric Index Fund, Inc., Dreyfus-Wilshire Target Funds,
Inc., Peoples Index Fund, Inc. and Peoples S&P MidCap Index Fund, Inc.
Mr. Feldman is also a director of Dreyfus New Jersey Municipal Bond Fund,
Inc., Dreyfus Strategic Governments Income, Inc., Dreyfus BASIC Money
Market Fund, Inc., and Premier Global Investing, a managing general partner of
Dreyfus Strategic Growth, L.P. and Dreyfus Global Growth, L.P. (A Strategic
Fund), and a trustee of Dreyfus Investors GNMA Fund, Dreyfus 100% U.S. Treasury
Intermediate Term Fund, Dreyfus 100% U.S. Treasury Long Term Fund, Dreyfus 100%
U.S. Treasury Money Market Fund, Dreyfus 100% U.S. Treasury Short Term Fund,
Dreyfus New York Insured Tax Exempt Bond Fund, Dreyfus Strategic Income,
Dreyfus Strategic Investing, Dreyfus Florida Intermediate Municipal Bond
Fund, Dreyfus BASIC U.S. Government Money Market Fund, Dreyfus California
Intermediate Municipal Bond Fund, Dreyfus Connecticut Intermediate
Municipal Bond Fund, Dreyfus Massachusetts Intermediate Municipal Bond
Fund and Dreyfus New Jersey Intermediate Municipal Bond Fund.
For so long as the Fund's plan described in the section captioned
"Shareholder Services Plan" remains in effect, the Directors of the Fund
who are not "interested persons" of the Fund, as defined in the Act, will
be selected and nominated by the Directors who are not "interested
persons" of the Fund.
The Fund does not pay any remuneration to its officers and Directors
other than fees and expenses to those Directors who are not officers,
directors, employees or holders of 5% or more of the outstanding voting
securities of WFNIA or Dreyfus, which totalled $19,372 for the fiscal year
ended December 31, 1993 for such Directors as a group.
Officers of the Fund Not Listed Above
ELIE M. GENADRY, Senior Vice President. Vice President--Institutional
Sales of Dreyfus, Executive Vice President of the Distributor and an
officer of other investment companies advised and administered by
Dreyfus.
DANIEL C. MACLEAN, Vice President. Vice President and General Counsel of
Dreyfus, Secretary of the Distributor and an officer of other
investment companies advised or administered by Dreyfus.
MARK N. JACOBS, Vice President. Secretary and Deputy General Counsel of
Dreyfus and an officer of other investment companies advised or
administered by Dreyfus.
JEFFREY N. NACHMAN, Vice President--Financial. Vice President--Mutual
Fund Accounting of Dreyfus and an officer of other investment
companies advised or administered by Dreyfus.
JOHN J. PYBURN, Treasurer. Assistant Vice President of Dreyfus and an
officer of other investment companies advised or administered by
Dreyfus.
THOMAS J. DURANTE, Controller. An employee of Dreyfus and an officer of
other investment companies advised or administered by Dreyfus.
STEVEN F. NEWMAN, Secretary. Associate General Counsel of Dreyfus and an
officer of other investment companies advised or administered by
Dreyfus.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of Dreyfus,
the Distributor and other investment companies advised or
administered by Dreyfus.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Directors and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of Common Stock outstanding on April 8, 1994.
The following persons are known by the Fund to own of record 5% or
more of the Fund's outstanding voting securities on April 8, 1994:
Travelers Fund U, One Tower Square, 12 NB-Roger Ferland, Hartford,
Connecticut 06183--45.7%; UNUM Life Insurance Company UNUM TSA Annuity,
2211 Congress Street, Portland, Maine 04122--32.4%; and Nationwide
Variable Account II, P.O. Box 182029, Columbus, Ohio 43218--5.2%. 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.
INDEX MANAGEMENT AND ADMINISTRATION AGREEMENTS
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
Index Management Agreement. WFNIA provides management services
pursuant to the Index Management Agreement (the "Management Agreement")
dated April 4, 1990, with the Fund, which is subject to annual approval by
(i) the Fund's Board of Directors 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
Directors who are not "interested persons" (as defined in the Act) of the
Fund by vote cast in person at a meeting called for the purpose of voting
on such approval. The Management Agreement was approved by shareholders
at a meeting held on August 8, 1991 and was last approved by the Fund's
Board of Directors, including a majority of the Directors who are not
"interested persons" of any party to the Management Agreement, at a
meeting held on May 12, 1993. The Management Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board of Directors or
by vote of the holders of a majority of the Fund's shares, or, upon not
less than 90 days' notice, by WFNIA. The Management Agreement will
terminate automatically in the event of its assignment (as defined in the
Act).
The Fund has agreed that neither WFNIA nor Dreyfus will be liable for
any error of judgment or mistake of law or for any loss suffered by the
Fund in connection with the matters to which WFNIA's or Dreyfus'
respective agreement with the Fund relates, except for a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of
WFNIA or Dreyfus, as the case may be, in the performance of its
obligations or from reckless disregard by it of its obligations and duties
under its respective agreement with the Fund.
As compensation for WFNIA's services, the Fund has agreed to pay
WFNIA a monthly management fee at the annual rate of .15 of 1% of the
value of the Fund's average daily net assets. All fees and expenses are
accrued daily and deducted before declaration of
dividends to investors. For the fiscal years ended August 31, 1991 and
1992 and for the period from September 1, 1992 (commencement of new fiscal
year period) through December 31, 1992, and for the fiscal year ended
December 31, 1993, the index management fees payable amounted to $81,177,
$100,173, $37,565 and $69,306, respectively, which amounts were reduced by
$29,119, $42,790, $11,307 and $62,783, respectively, pursuant to
undertakings. See "Management of the Fund--Expenses" in the Fund's
Prospectus.
The Fund paid Wells Fargo Institutional Trust Company, N.A., the
Fund's custodian, which is owned by WFNIA and Wells Fargo & Company, for
custodial services provided to the Fund during the fiscal year ended
December 31, 1993, $44,388.
Administration Agreement. Pursuant to the Administration Agreement
(the "Administration Agreement") dated September 6, 1989 with the Fund,
Dreyfus, together with WFNIA, furnishes the Fund clerical help and
accounting, data processing, bookkeeping, internal auditing and legal
services and certain other services required by the Fund, prepares reports
to the Fund's shareholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky authorities, and
generally assists in all aspects of the Fund's operations, other than
providing investment advice. Dreyfus bears all expenses in connection
with the performance of its services and pays the salaries of all officers
and employees who are employed by both it and its affiliates and the Fund.
The Administration Agreement is subject to annual approval by (i) the
Fund's Board of Directors 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 the Fund, by vote
cast in person at a meeting called for the purpose of voting on such
approval. The Administration Agreement was approved by the Fund's Board
of Directors, including a majority of the Directors who are not
"interested persons" of any party to the Administration Agreement, at a
meeting held on May 12, 1993. The Administration Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board of Directors or
by vote of the holders of a majority of the Fund's shares, or, upon not
less than 90 days' notice, by Dreyfus. The Administration Agreement will
terminate automatically in the event of its assignment (as defined in the
Act).
As compensation for Dreyfus' services, the Fund has agreed to pay
Dreyfus a monthly administration fee at the annual rate of .15 of 1% of
the value of the Fund's average daily net assets. For the fiscal years
ended August 31, 1991 and 1992 and for the period from September 1, 1992
(commencement of new fiscal year period) through December 31, 1992, and
for the fiscal year ended December 31, 1993, the administration fees
payable to Dreyfus amounted to $81,177, $100,173, $37,565 and $69,306,
respectively, which amounts were reduced by $29,119, $42,790, $11,307 and
$62,783, respectively, pursuant to undertakings. See "Management of the
Fund--Expenses" in the Fund's Prospectus.
In addition to the persons named as such in the section entitled
"Management of the Fund," the following persons are officers and/or
directors of Dreyfus: Howard Stein, Chairman of the Board and Chief
Executive Officer; Julian M. Smerling, Vice
Chairman of the Board of Directors; Alan M. Eisner, Vice President and
Chief Financial Officer; David W. Burke, Vice President and Chief
Administrative Officer; Robert F. Dubuss, Vice President; Peter A.
Santoriello, Vice President; Robert H. Schmidt, Vice President; Kirk V.
Stumpp, Vice President--New Product Development; Philip L. Toia, Vice
President; Katherine C. Wickham, Assistant Vice President; Maurice
Bendrihem, Controller; and Mandell L. Berman, Alvin E. Friedman, Lawrence
M. Greene, Abigail Q. McCarthy and David B. Truman, directors.
Expenses and Expense Information. All expenses incurred in the
operation of the Fund are borne by the Fund, except to the extent
specifically assumed by WFNIA and/or Dreyfus. The expenses borne by the
Fund include the following: organizational costs, 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 WFNIA or Dreyfus or their affiliates, Securities and
Exchange Commission fees, state Blue Sky qualification fees, index
management and administration fees, charges of custodians, transfer and
dividend disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of
maintaining corporate existence, costs of independent pricing services,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of shareholders' reports and
corporate meetings, costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders, and any extraordinary expenses.
WFNIA and Dreyfus have agreed that if in any fiscal year the
aggregate expenses of the Fund (including fees pursuant to the Management
Agreement and the Administration Agreement, but excluding taxes,
brokerage, interest on borrowings and, with the prior written consent of
the necessary state securities commissions, extraordinary expenses) exceed
the expense limitation of any state having jurisdiction over the Fund, the
Fund may deduct from the fees to be paid to each of WFNIA and Dreyfus an
equal share of such excess expense, to the extent required by state law.
Such deduction, if any, will be estimated daily and reconciled and
effected on a monthly basis.
The aggregate of the fees payable to WFNIA and Dreyfus is not subject
to reduction as the value of the Fund's net assets increase.
SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services Plan."
The Fund has adopted a Shareholder Services Plan (the "Plan")
pursuant to which the Fund reimburses the Distributor for certain
allocated expenses with respect to servicing and/or maintaining
shareholder accounts.
A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Directors for their review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Directors, and by
the Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in the
operation of the Plan, by vote cast in person at a meeting called for the
purpose of considering such amendments. The Plan is subject to annual
approval by such vote of the Directors cast in person at a meeting called
for the purpose of voting on the Plan. The Plan is terminable at any time
by vote of a majority of the Directors who are not "interested persons"
and have no direct or indirect financial interest in the operation of the
Plan.
PURCHASE OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor
also acts as distributor for the other funds in the Dreyfus Family of
Funds and for certain other investment companies.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Fund Shares."
Redemption Commitment. The Fund has committed to pay in cash all
redemption requests by any shareholder of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the value of the
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the Board of Directors reserves the right to make payments in
whole or part in 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 such event,
the securities would be valued in the same manner as the Fund's portfolio
is valued. 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 ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities
and Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable or
(c) for such other periods as the Securities and Exchange Commission by
order may permit to protect the Fund's shareholders.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Buy Fund Shares."
Valuation of Portfolio Securities. The Fund's portfolio securities
are valued at the last sale price on the securities exchange or national
securities market on which such securities are primarily traded.
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 recent bid and asked prices. Bid price is used when no asked
price is available. Any securities or other assets for which recent
market quotations are not readily available are valued at fair value as
determined in good faith by the Board of Directors. Expenses and fees,
including the index management and administration fees (reduced by the
expense limitation, if any), are accrued daily and taken into account for
the purpose of determining the net asset value of Fund shares.
New York Stock Exchange Closings. The holidays (as observed) on
which the New York Stock Exchange is closed currently are: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
Taxation of the Fund. Management of the Fund believes that the Fund
qualified for the fiscal year ended December 31, 1993 as a "regulated
investment company" under the Code. The Fund intends to continue to so
qualify so long as such qualification is in the best interests of its
shareholders. Qualification as a regulated investment company relieves
the Fund from any liability for Federal income taxes to the extent its
earnings are distributed in accordance with the applicable provisions of
the Code. Among the requirements for such qualification is that less than
30% of the Fund's gross income must be derived from the gain on the sale
or other disposition of securities held for less than three months.
Accordingly, the Fund may be restricted in the selling of securities held
for less than three months, and in the utilization of certain of the
investment techniques described in the Prospectus under "Description of
the Fund." The Code, however, allows the Fund to net certain offsetting
positions, making it easier for the Fund to satisfy the 30% test. The
term "regulated investment company" does not imply the supervision of
management or investment practices or policies by any government agency.
If, however, the Fund does not qualify as a "regulated investment
company," it would be subject to the general rules governing the Federal
income taxation of corporations under the Code. As such, the Fund's
taxable income could be subject to a maximum tax rate of 35% thereby
reducing the amount of cash available for distribution to shareholders.
Moreover, distributions to shareholders would not be deductible in
computing the Fund's taxable income. Shareholders in receipt of
distributions from the Fund would be required to treat such amounts as
ordinary dividend income to the extent attributable to each such
shareholder's share of the Fund's current and accumulated earnings and
profits. Amounts received in excess of the Fund's current and accumulated
earnings and profits would constitute a return of capital to the extent of
the shareholder's basis in Fund shares. Any excess received over basis
would constitute capital gain. Certain corporate shareholders would be
entitled to a dividends received deduction under Section 243 of the Code
to the extent amounts distributed from the Fund constituted ordinary
dividend income.
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 the applicable
requirements so that the Fund's investments are "adequately diversified"
for this purpose. Upon satisfaction of these requirements, 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 were not to satisfy these conditions, a
segregated asset account of a Participating Insurance Company owning
shares of the Fund would be required to treat such shares as a single
investment asset (and, accordingly, would not be able to treat its
proportionate interest in the Fund's assets as being directly owned) for
purposes of determining whether the segregated asset account is
"adequately diversified" within the meaning of Section 817(h) of the Code.
This, in turn, would make it more difficult for any such segregated asset
account to satisfy the diversification standards of the Code. If a
segregated asset account is not adequately diversified, it may not serve
as the basis for VA contracts or VLI policies.
Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss. However, all or a portion of any
gains realized from the sale or other disposition of certain market
discount bonds will be treated as ordinary income under Section 1276 of
the Code. In addition, all or a portion of the gain realized from
engaging in "conversion transactions" may be treated as ordinary income
under Section 1258. "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 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 as well as
from closing transactions. In addition, any such futures 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 futures 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
Section 1256. As such, all or a portion of any short- or long-term capital
gain from certain "straddle" and/or conversion transactions may be
recharacterized to ordinary income.
If a Fund were treated as entering into straddles by reason of its
futures transactions, such straddles could be characterized as "mixed
straddles" if the futures 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
election is 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 the conversion transaction rules, short-term
capital loss on straddle positions may be recharacterized as long-term
capital loss, and long-term capital gain may be recharacterized as short-
term capital gain or ordinary income.
Shareholder Taxation. Since the shareholders of the Fund are the
separate accounts of Participating Insurance Companies, no discussion is
included herein as to the Federal income tax consequences at the level of
the holders of the VA contracts or VLI policies. For information
concerning the Federal income tax consequences to such holders, see the
prospectuses for such VA contracts or VLI policies.
PORTFOLIO TRANSACTIONS
WFNIA 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 WFNIA and in a manner deemed fair and reasonable to
shareholders. The primary consideration is prompt execution of orders at
the most favorable net price. Brokers also are selected because of their
ability to handle special executions such as are involved in large block
trades or broad distributions, provided the primary consideration is met.
Portfolio turnover may vary from year to year, as well as within a year.
High turnover rates are likely to result in comparatively greater
brokerage expenses. The overall reasonableness of brokerage commissions
paid is evaluated by WFNIA based upon its knowledge of available
information as to the general level of commissions paid by other
institutional investors for comparable services.
For its portfolio securities transactions for the fiscal years ended
August 31, 1991 and 1992 and for the period September 1, 1992
(commencement of new fiscal year period) through December 31, 1992 and for
the fiscal year ended December 31, 1993, the Fund paid total brokerage
commissions of $4,062, $20,224, $15,740 and $66,766, respectively, none of
which was paid to the Distributor. No spreads or concessions were paid by
the Fund for the fiscal periods.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Performance Information."
The Fund's average annual total return for the 1 and 4.258 year
periods ended December 31, 1993 was 9.33% and 9.98%, respectively.
Average annual total return 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 September 29, 1989
(commencement of operations) through December 31, 1993 was 49.93%. 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.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "General
Information."
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and
non-assessable. Fund shares are of one class and have equal rights as to
dividends and in liquidation. Shares have no preemptive, subscription or
conversion rights and are freely transferable.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
Effective May 1, 1994, the Fund, which is incorporated under the name
Dreyfus Life and Annuity Index Fund, Inc., began operating under the name
Dreyfus Stock Index Fund.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT ACCOUNTANTS
Wells Fargo Institutional Trust Company, N.A. (the "Custodian"), 45
Fremont Street, San Francisco, California 94105, acts as custodian of the
Fund's investments. The Custodian is owned by WFNIA and Wells Fargo &
Company. The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, acts as
transfer and dividend disbursing agent. Neither the Custodian nor The
Shareholder Services Group, Inc. has any part in determining the
investment policies of the Fund or which securities are to be purchased or
sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for the Fund, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance
of the shares of Common Stock being sold pursuant to the Fund's
Prospectus.
Coopers & Lybrand, 1301 Avenue of the Americas, New York, New York
10019, independent accountants, have been selected as auditors of the
Fund.
APPENDIX
Description of Standard & Poor's Corporation ("S&P") A-1 Commerical Paper
Rating:
The designation A-1 by S&P indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined
to possess overwhelming safety characteristics are denoted with a plus sign (+)
designation.
Description of Moody's Investors Service, Inc. ("Moody's") Prime-1
Commercial Paper Rating:
The rating Prime-1 (P-1) is the highest commercial paper rating assgined by
Moody's. Issuers of P-1 paper must have a superior capacity for repayment of
short-term promissory obligations, and ordinarily will be evidenced by leading
market positions in well established industries, high rates of return on funds
employed, conservative capitalization structures with moderate reliance on debt
and ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established
access to a range of financial markets and assured sources of alternate
liquidity.
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
STATEMENT OF INVESTMENTS DECEMBER 31, 1993
SHARES COMMON STOCKS--94.3% VALUE
- ----------- --------
CAPITAL GOODS--13.7%
1,840 AMP................................................ $ 116,150
1,580 (a) Advanced Micro Devices............................. 28,045
911 Alco Standard...................................... 49,877
2,475 Allied-Signal...................................... 195,525
1,990 (a) Amdahl............................................. 11,940
280 (a) Andrew............................................. 10,780
2,035 Apple Computer..................................... 59,524
425 Autodesk........................................... 19,125
1,475 Black & Decker..................................... 29,131
5,961 Boeing............................................. 257,813
250 Briggs & Stratton.................................. 20,625
3,015 Browning-Ferris Industries......................... 77,636
1,452 (a) COMPAQ Computer.................................... 107,448
1,770 Caterpillar........................................ 157,530
750 (a) Ceridian........................................... 14,250
590 Cincinnati Milacron................................ 12,980
310 (a) Clark Equipment.................................... 16,236
2,617 Columbia Healthcare................................ 87,015
2,895 Computer Associates International.................. 115,800
300 (a) Computer Sciences.................................. 29,850
2,000 Cooper Industries.................................. 98,500
3,525 Corning............................................ 98,700
450 (a) Cray Research...................................... 11,531
950 (a) DSC Communications................................. 58,425
540 (a) Data General....................................... 5,063
1,463 Deere & Co......................................... 108,262
2,350 (a) Digital Equipment.................................. 80,488
1,000 Dover.............................................. 60,750
985 EG & G............................................. 18,099
580 E-Systems.......................................... 25,158
1,225 Eaton.............................................. 61,863
3,950 Emerson Electric................................... 237,988
1,425 Fluor.............................................. 57,713
1 (a) GC Companies....................................... 17
544 General Dynamics................................... 50,184
14,921 General Electric................................... 1,564,837
834 General Signal..................................... 28,669
595 Giddings & Lewis................................... 15,321
900 Grainger (W.W.).................................... 51,750
590 Grumman............................................ 23,305
443 Harnischfeger Industries........................... 9,968
690 Harris............................................. 31,395
4,444 Hewlett-Packard.................................... 351,075
2,365 Honeywell.......................................... 81,001
1,970 Illinois Tool Works................................ 76,830
1,840 Ingersoll-Rand..................................... 70,380
7,279 Intel.............................................. 451,297
835 (a) Intergraph......................................... 8,872
10,122 International Business Machines.................... 571,892
1,080 Lockheed........................................... 73,710
1,439 Loral.............................................. 54,322
740 (a) Lotus Development.................................. 40,700
395 (a) M/A-COM............................................ 3,407
1,664 Martin Marietta.................................... 74,048
685 McDonnell Douglas.................................. 73,295
565 Morrison Knudson................................... 14,196
4,763 Motorola........................................... 439,982
1,915 (a) National Semiconductor............................. 30,879
1,281 (a) Navistar International............................. 30,264
4,380 Northern Telecommunications........................ 135,233
830 Northrop........................................... 31,021
5,500 (a) Novell............................................. 114,125
4,977 (a) Oracle Systems..................................... 143,089
2,025 Pall............................................... 37,209
845 Parker-Hannifin.................................... 31,899
763 Perkin-Elmer....................................... 29,376
1,875 Pet................................................ 32,813
2,755 Pitney Bowes....................................... 113,988
735 Raychem............................................ 27,563
2,385 Raytheon........................................... 157,410
3,856 Rockwell International............................. 143,154
660 Scientific-Atlanta................................. 21,780
1,805 (a) Sun Microsystems................................... 52,571
1,980 (a) Tandem Computers................................... 21,533
525 Tektronix.......................................... 12,338
1,583 Texas Instruments.................................. 100,521
330 Thomas & Betts..................................... 19,305
530 Timken............................................. 17,821
820 Tyco Laboratories.................................. 42,333
2,845 (a) Unisys............................................. 35,918
622 (a) Varity............................................. 27,835
8,448 WMX Technologies................................... 222,816
6,139 Westinghouse Electric.............................. 86,713
1,818 Xerox.............................................. 162,484
205 Zurn Industries.................................... 5,612
-----------
8,387,876
-----------
CONSUMER BASIC--14.8%
1,370 (a) ALZA............................................... 38,360
14,465 Abbott Laboratories................................ 426,717
4,440 Albertson's........................................ 118,770
1,155 Allergan........................................... 26,132
3,526 American Brands.................................... 117,240
5,415 American Home Products............................. 350,621
2,390 (a) Amgen.............................................. 118,305
5,855 Archer-Daniels-Midland............................. 133,201
900 Bard (C.R.)........................................ 22,725
1,036 Bausch & Lomb...................................... 53,095
4,835 Baxter International............................... 117,853
1,315 Becton Dickinson & Co.............................. 47,176
1,435 (a) Beverly Enterprises................................ 19,014
2,020 (a) Biomet............................................. 20,705
2,460 Borden............................................. 41,820
9,080 Bristol-Myers Squibb............................... 527,774
1,360 Bruno's............................................ 12,070
2,640 CPC Intl........................................... 125,730
4,405 Campbell Soup...................................... 180,605
970 Clorox............................................. 52,623
2,723 Colgate-Palmolive.................................. 169,847
745 (a) Community Psychiatric Centers...................... 10,430
4,400 ConAgra............................................ 116,050
650 Fleming Companies.................................. 16,088
2,767 General Mills...................................... 168,095
1,215 Gerber Products.................................... 34,476
1,040 Giant Food......................................... 26,780
675 Great Atlantic & Pacific Tea....................... 18,225
4,445 Heinz (H.J.)....................................... 159,464
1,585 Hershey Foods...................................... 77,665
11,443 Johnson & Johnson.................................. 512,073
3,994 Kellogg............................................ 226,660
1,855 (a) Kroger............................................. 37,332
5,137 Lilly (Eli) & Co................................... 305,009
1,005 Manor Care......................................... 24,497
1,005 Medtronic.......................................... 82,536
22,439 Merck & Co......................................... 771,340
500 Millipore.......................................... 20,000
2,895 National Medical Enterprises....................... 40,530
5,560 Pfizer............................................. 383,640
15,348 Philip Morris Companies............................ 855,650
1,577 Pioneer Hi Bred International...................... 61,503
570 Premark International.............................. 45,743
11,943 Procter & Gamble................................... 680,750
1,184 Quaker Oats........................................ 84,064
1,827 Ralston Purina..................................... 72,623
850 (a) Ryan's Family Steak House.......................... 7,650
810 St. Jude Medical................................... 21,465
8,514 Sara Lee........................................... 212,850
3,363 Schering-Plough.................................... 230,366
400 Shared Medical Systems............................. 9,950
1,255 Super Valu Stores.................................. 45,494
3,875 Syntex............................................. 61,516
3,260 Sysco.............................................. 95,355
3,665 UST................................................ 101,704
2,797 Unilever N.V....................................... 323,054
980 U.S. Surgical...................................... 22,050
3,055 Upjohn............................................. 88,977
2,360 Warner-Lambert..................................... 159,300
1,340 Winn-Dixie Stores.................................. 71,858
2,038 Wrigley (Wm.) Jr................................... 89,927
-----------
9,093,122
-----------
CONSUMER - DISCRETIONARY--15.6%
500 Alberto-Culver, Cl. B Convertible.................. 11,563
1,249 American Stores.................................... 53,707
4,680 Anheuser-Busch Companies........................... 229,905
1,260 Avon Products...................................... 61,268
740 (a) Bally Manufacturing................................ 6,290
253 Bassett Furniture.................................. 8,855
3,966 Blockbuster Entertainment.......................... 121,459
490 Brown-Forman....................................... 42,753
290 Brown Group........................................ 10,041
1,670 Brunswick.......................................... 30,060
1,785 Charming Shoppes................................... 21,197
6,147 Chrysler........................................... 327,328
22,723 Coca-Cola.......................................... 1,014,012
1,475 Cooper Tire & Rubber............................... 36,875
665 Coors (Adolph)..................................... 10,806
655 Cummins Engine..................................... 35,206
814 Dana............................................... 48,738
1,255 Dayton-Hudson...................................... 83,771
885 Delta Air Lines.................................... 48,343
1,975 Dillard Department Stores, Cl. A................... 75,050
9,380 Disney (Walt)...................................... 399,823
5,755 Eastman Kodak...................................... 322,280
1,010 Echlin............................................. 33,583
315 (a) Fedders............................................ 2,008
8,710 Ford Motor......................................... 561,794
2,530 Gap (The).......................................... 99,619
12,438 General Motors..................................... 682,534
360 (a) Genesco............................................ 1,890
2,180 Genuine Parts...................................... 82,023
3,860 Gillette........................................... 230,153
445 Goodrich (B.F.).................................... 17,911
2,613 Goodyear Tire & Rubber............................. 119,545
535 Handleman.......................................... 7,089
1,335 Harcourt General................................... 48,394
510 (a) Hartmarx........................................... 3,570
1,525 Hasbro............................................. 55,281
834 Hilton Hotels...................................... 50,666
675 International Flavors & Fragrances................. 76,781
805 Jostens............................................ 15,899
7,140 K mart............................................. 151,725
645 (a) King World Productions............................. 24,752
6,365 Limited............................................ 109,001
1,440 Liz Claiborne...................................... 32,760
351 Longs Drug Stores.................................. 11,539
1,275 Lowe's Companies................................... 75,544
480 Luby's Cafeterias.................................. 10,800
2,052 Marriott........................................... 59,508
2,374 Mattel............................................. 65,582
4,360 May Department Stores.............................. 171,675
1,865 Maytag............................................. 33,570
6,197 McDonald's......................................... 353,229
1,842 Melville........................................... 74,831
650 Mercantile Stores.................................. 23,563
1,330 NIKE, Cl. B........................................ 61,679
1,431 Nordstrom.......................................... 47,223
225 Oshkosh B'Gosh..................................... 4,388
315 Outboard Marine.................................... 7,048
596 PACCAR............................................. 36,505
4,114 Penney (J.C.)...................................... 215,471
1,070 Pep Boys-Manny Moe & Jack.......................... 28,088
13,891 PepsiCo............................................ 567,794
825 Polaroid........................................... 27,844
3,802 (a) Price/Costco....................................... 73,189
1,784 (a) Promus Companies................................... 81,618
1,505 Reebok International............................... 45,150
1,535 Rite-Aid........................................... 24,368
2,800 Rubbermaid......................................... 97,300
705 Russell............................................ 19,916
220 SPX................................................ 3,905
1,005 Safety-Kleen....................................... 16,331
6,550 Seagram............................................ 171,119
690 (a) Shoney's........................................... 15,956
295 Springs Industries................................. 11,136
880 Stride Rite........................................ 14,410
1,275 TJX................................................ 37,134
500 TRINOVA............................................ 15,688
1,100 Tandy.............................................. 54,450
5,105 (a) Toys R Us.......................................... 208,667
428 (a) UAL................................................ 62,488
1,008 (a) USAir Group........................................ 12,978
1,120 V.F. Corp.......................................... 51,660
40,195 Wal-Mart Stores.................................... 1,004,873
2,145 Walgreen........................................... 87,677
1,740 Wendy's International.............................. 30,233
1,240 Whirlpool.......................................... 82,460
2,295 Woolworth (F.W.)................................... 58,236
535 Zenith Electronics................................. 3,745
-----------
9,566,876
-----------
ENERGY & RELATED--9.4%
1,618 Amerada Hess....................................... 73,012
8,713 Amoco.............................................. 460,700
1,042 Ashland Oil........................................ 35,558
2,785 Atlantic Richfield................................. 293,121
2,455 Baker Hughes....................................... 49,100
2,265 Burlington Resources............................... 95,979
5,710 Chevron............................................ 497,484
1,835 Coastal............................................ 51,609
2,411 Dresser Industries................................. 50,028
21,744 Exxon.............................................. 1,369,872
635 Foster Wheeler..................................... 21,273
2,006 Halliburton........................................ 63,941
405 Helmerich & Payne.................................. 11,289
846 Kerr-McGee......................................... 38,176
570 Louisiana Land & Exploration....................... 22,871
920 McDermott International............................ 24,380
7,010 Mobil.............................................. 553,790
813 (a) NL Industries...................................... 3,659
5,350 Occidental Petroleum............................... 91,619
1,690 Oryx Energy........................................ 29,153
800 Pennzoil........................................... 42,600
4,585 Phillips Petroleum................................. 132,965
1,460 (a) Rowan Companies.................................... 13,140
9,381 Royal Dutch Petroleum.............................. 979,142
1,578 Santa Fe Energy Resources.......................... 14,202
4,255 Schlumberger....................................... 251,577
1,860 Sun Co............................................. 54,638
4,535 Texaco............................................. 293,074
5,030 USX-Marathon Group................................. 82,995
4,215 Unocal............................................. 117,493
-----------
5,818,440
-----------
FINANCE--9.5%
1,980 Aetna Life & Casualty.............................. 119,543
2,055 Ahmanson (H.F.) & Co............................... 40,329
730 Alexander & Alexander Services..................... 14,235
8,515 American Express................................... 262,900
3,790 American General................................... 108,489
5,567 American International Group....................... 488,503
5,986 Banc One........................................... 234,202
1,840 Bank of Boston..................................... 42,320
6,281 BankAmerica........................................ 291,281
1,445 Bankers Trust NY................................... 114,336
1,705 Barnett Banks...................................... 70,758
886 Beneficial......................................... 33,890
1,805 Boatmen's Bancshares............................... 53,924
1,260 CIGNA.............................................. 79,065
1,085 (a) CNA Financial...................................... 84,088
1,765 Capital Holding.................................... 65,526
3,214 Chase Manhattan.................................... 108,874
4,411 Chemical Banking................................... 176,991
1,530 Chubb.............................................. 119,149
6,575 (a) Citicorp........................................... 241,631
975 Continental........................................ 26,934
2,065 CoreStates Financial............................... 53,948
3,145 Federal Home Loan.................................. 156,857
1,460 First Chicago...................................... 63,145
1,410 First Fidelity Bancorp............................. 64,155
1,375 First Interstate Bancorp........................... 88,172
2,950 First Union........................................ 121,688
2,400 Fleet/Norstar Financial Group...................... 80,100
1,480 General Re......................................... 158,360
1,130 Golden West Financial.............................. 44,070
2,315 Great Western Financial............................ 46,300
1,635 Household International............................ 53,342
895 Jefferson-Pilot.................................... 41,953
1,655 Lincoln National................................... 71,993
1,120 Mellon Bank........................................ 59,360
3,655 Merrill Lynch & Co................................. 153,510
3,374 Morgan (J.P.) & Co................................. 234,070
2,825 NBD Bancorp........................................ 83,338
5,100 Norwest............................................ 124,313
4,095 PNC Financial...................................... 118,755
1,095 SAFECO............................................. 60,225
740 St. Paul Companies................................. 66,508
6,142 Sears Roebuck & Co................................. 323,990
1,635 Shawmut National................................... 35,561
2,190 SunTrust Banks..................................... 98,550
1,297 Torchmark.......................................... 58,365
1,370 Transamerica....................................... 77,748
5,589 Travelers.......................................... 217,265
1,495 USF & G............................................ 22,051
405 USLIFE............................................. 15,542
1,745 U.S. Bancorp....................................... 43,625
3,039 Wachovia........................................... 101,807
967 Wells Fargo........................................ 125,106
-----------
5,840,740
-----------
GENERAL BUSINESS--6.7%
1,290 American Greetings................................. 43,860
2,435 Automatic Data Processing.......................... 134,534
1,870 Block (H & R)...................................... 76,203
266 CBS................................................ 76,741
273 Capital Cities/ABC................................. 169,124
1,670 Circuit City Stores................................ 36,323
2,161 (a) Cisco Systems...................................... 139,655
2,568 Comcast, Cl. A..................................... 92,448
2,982 Dean Witter Discovery.............................. 103,252
1,455 Deluxe............................................. 52,744
825 Dial............................................... 33,309
2,705 Donnelley (R.R.) & Sons............................ 84,193
1,745 Dow Jones & Co..................................... 62,384
3,075 Dun & Bradstreet................................... 189,496
970 (a) Federal Express.................................... 68,749
2,580 Gannett............................................ 147,705
555 Harland (John H)................................... 12,002
2,095 ITT................................................ 191,168
1,325 Interpublic Group Companies........................ 42,400
950 Knight-Ridder...................................... 56,763
796 (a) Litton Industries.................................. 51,243
1,745 MBNA............................................... 58,239
1,274 Marsh & Mclennan................................... 103,513
852 McGraw-Hill........................................ 57,617
700 McKesson........................................... 37,800
265 Meredith........................................... 10,600
3,755 Minnesota Mining & Manufacturing................... 408,354
845 Morton International............................... 79,008
465 (a) National Education................................. 2,906
860 National Service Industries........................ 22,038
4,733 NationsBank........................................ 231,916
1,840 New York Times, Cl. A.............................. 48,300
940 Rollins Environmental Services..................... 5,405
1,950 Salomon............................................ 92,869
1,465 Service Corporation International.................. 38,456
1,120 TRW................................................ 77,560
7,867 (a) Tele-Communications, Cl. A......................... 237,976
980 Teledyne........................................... 25,480
1,525 Textron............................................ 88,831
6,575 Time Warner........................................ 290,943
2,258 Times Mirror....................................... 75,361
1,180 Tribune............................................ 70,948
2,170 United Technologies................................ 134,540
1,870 Whitman............................................ 30,388
-----------
4,093,344
-----------
MANUFACTURING--6.3%
735 ASARCO............................................. 16,813
2,005 Air Products & Chemicals........................... 88,721
3,930 Alcan Aluminium.................................... 81,548
1,535 Aluminum Co. of America............................ 106,491
4,981 American Barrick Resources......................... 141,959
1,584 American Cyanamid.................................. 79,596
1,820 (a) Armco.............................................. 10,920
1,015 Avery Dennison..................................... 29,816
525 Ball............................................... 15,881
885 Bemis.............................................. 20,908
1,595 (a) Bethlehem Steel.................................... 32,498
1,535 (a) Crown Cork & Seal.................................. 64,278
1,600 Cyprus Amax Minerals............................... 41,400
4,789 Dow Chemical....................................... 271,775
11,865 DuPont (E.I.) de Nemours........................... 572,484
375 Eastern Enterprises................................ 9,563
1,950 Echo Bay Mines..................................... 25,106
565 Ecolab............................................. 25,425
1,677 Engelhard.......................................... 40,877
2,085 Ethyl.............................................. 36,488
640 (a) FMC................................................ 30,160
745 Federal Paper Board................................ 15,831
320 First Mississippi.................................. 4,200
1,630 Grace (W.R.)....................................... 66,219
1,255 Great Lakes Chemical............................... 93,654
745 Hercules........................................... 84,185
2,385 Homestake Mining................................... 52,470
1,340 IMCERA Group....................................... 45,058
1,915 Inco Ltd........................................... 51,466
610 (a) Inland Steel Industries............................ 20,206
2,163 International Paper................................ 146,543
1,430 James River........................................ 27,528
2,827 Kimberly-Clark..................................... 146,650
2,355 (a) Maxus Energy....................................... 12,953
1,045 Mead............................................... 47,025
2,100 Monsanto........................................... 154,087
1,735 Moore.............................................. 33,182
160 NACCO Industries, Cl. A............................ 8,240
1,210 Nalco Chemical..................................... 45,375
220 (a) National Intergroup................................ 2,915
1,185 Newmont Mining..................................... 68,286
1,510 Nucor.............................................. 80,030
755 Ogden.............................................. 17,176
1,860 PPG Industries..................................... 141,128
1,235 Phelps Dodge....................................... 60,206
700 Pittston........................................... 20,213
4,175 Placer Dome........................................ 103,853
2,328 Praxair............................................ 38,703
1,040 Reynolds Metals.................................... 47,190
1,180 Rohm & Haas........................................ 70,210
1,285 Scott Paper........................................ 52,846
1,250 (a) Stone Container.................................... 12,031
975 Temple-Inland...................................... 49,116
1,213 USX-US Steel Group................................. 52,614
1,230 Union Camp......................................... 58,579
2,645 Union Carbide...................................... 59,182
1,170 Westvaco........................................... 41,681
1,798 Williams Companies................................. 43,826
1,588 Worthington Industries............................. 32,544
-----------
3,849,908
-----------
SHELTER--2.6%
655 Armstrong World Industries......................... 34,879
670 Boise Cascade...................................... 15,745
555 Centex............................................. 23,310
1,620 Champion International............................. 54,068
530 Crane.............................................. 13,118
4,790 Federal National Mtg. Association.................. 376,014
810 Fleetwood Enterprises.............................. 19,238
1,562 Georgia-Pacific.................................... 107,388
7,836 Home Depot......................................... 309,521
720 Johnson Controls................................... 38,250
600 Kaufman & Broad Home............................... 14,250
1,915 Louisiana-Pacific.................................. 78,994
2,675 Masco.............................................. 98,975
1,390 Newell............................................. 56,121
740 Owens-Corning Fiberglas............................ 32,838
505 Potlatch........................................... 23,798
485 Pulte.............................................. 17,581
1,560 Sherwin-Williams................................... 55,770
165 Skyline............................................ 3,259
745 Snap-On Tools...................................... 28,217
785 Stanley Works...................................... 34,933
3,590 Weyerhaeuser....................................... 160,203
-----------
1,596,470
-----------
TRANSPORTATION--1.6%
1,330 (a) AMR................................................ 89,110
1,560 Burlington Northern................................ 90,285
1,815 CSX................................................ 147,015
610 (a) Consolidated Freightways........................... 14,411
1,405 Consolidated Rail.................................. 93,959
2,435 Norfolk Southern................................... 171,668
690 Roadway Services................................... 41,400
1,325 Ryder System....................................... 35,113
3,204 Santa Fe Pacific................................... 71,289
3,585 Union Pacific...................................... 224,510
500 Yellow Freight Systems............................. 12,438
-----------
991,198
-----------
UTILITIES--14.1%
3,228 American Electric Power............................ 119,840
23,656 American Telephone & Telegraph..................... 1,241,937
4,765 Ameritech.......................................... 365,714
2,135 Arkla.............................................. 16,813
2,542 Baltimore Gas & Electric........................... 64,503
7,655 Bell Atlantic...................................... 451,645
8,685 BellSouth.......................................... 502,643
2,805 Carolina Power & Light............................. 84,501
3,295 Central & South West............................... 99,674
895 (a) Columbia Gas System................................ 20,026
3,750 Commonwealth Edison................................ 105,938
4,110 Consolidated Edison................................ 132,034
1,615 Consolidated Natural Gas........................... 75,905
2,585 Detroit Edison..................................... 77,550
2,935 Dominion Resources................................. 133,176
3,595 Duke Power......................................... 152,338
4,200 Enron.............................................. 121,800
1,165 Enserch............................................ 18,931
3,080 Entergy............................................ 110,880
3,290 FPL Group.......................................... 128,721
16,555 GTE................................................ 579,425
2,270 Houston Industries................................. 108,109
9,385 MCI Communications................................. 265,126
3,604 (a) McCaw Cellular Communications...................... 182,002
990 NICOR.............................................. 27,720
7,236 NYNEX.............................................. 290,345
2,485 Niagara Mohawk Power............................... 50,321
1,170 Northern States Power.............................. 50,456
430 ONEOK.............................................. 8,116
2,675 Ohio Edison........................................ 60,856
985 PSI Holdings....................................... 26,103
1,466 Pacific Enterprises................................ 34,818
7,575 Pacific Gas & Electric............................. 266,072
7,280 Pacific Telesis Group.............................. 393,120
4,895 PacifiCorp......................................... 94,229
2,068 Panhandle Eastern.................................. 48,857
605 Peoples Energy..................................... 18,453
3,868 Philadelphia Electric.............................. 117,007
4,230 Public Service Enterprise Group.................... 135,360
7,835 SCEcorp............................................ 156,700
1,525 Sonat.............................................. 44,034
5,595 Southern........................................... 246,879
10,480 Southwestern Bell.................................. 434,920
5,950 Sprint............................................. 206,763
2,952 Tenneco............................................ 155,349
3,900 Texas Utilities.................................... 168,675
705 Transco Energy..................................... 9,958
1,780 Union Electric..................................... 69,865
7,695 US West............................................ 353,008
-----------
8,627,215
-----------
TOTAL COMMON STOCKS
(cost $53,293,656)............................... $57,865,189
===========
PRINCIPAL
AMOUNT SHORT-TERM INVESTMENTS--5.4% VALUE
- ---------- -----------
COMMERICAL PAPER MASTER NOTES--5.0%
General Electric Credit Corp.,
$3,071,000 3.026%, 01/03/94................................... $ 3,071,000
U.S. TREASURY BILLS--.4%
225,000 (b) 3.020%, 03/24/94................................. 223,260
-----------
TOTAL SHORT-TERM INVESTMENTS
(cost $3,294,260)................................ $ 3,294,260
===========
TOTAL INVESTMENTS
(cost $56,587,916)................................ 99.7% $61,159,449
===== ===========
CASH AND RECEIVABLES (NET).......................... .3% $ 159,558
===== ===========
TOTAL NET ASSETS..................................... 100.0% $61,319,007
===== ===========
(a) Non-income producing.
(b) Partially held by the custodian in a segregated account as
collateral for open financial futures position.
<TABLE>
<CAPTION>
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
STATEMENT OF FINANCIAL FUTURES DECEMBER 31, 1993
FINANCIAL FUTURES LONG
MARKET VALUE UNREALIZED
NUMBER OF COVERED (DEPRECIATION)
ISSUER CONTRACTS BY CONTRACTS EXPIRATION AT 12/31/93
- ------ --------- ------------ ---------- --------------
<S> <C> <C> <C> <C>
Standard & Poor's 500.......... 14 $3,268,650 March '94 ($1,625)
========
</TABLE>
<TABLE>
<CAPTION>
See notes to financial statements
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1993
ASSETS:
<S> <C> <C>
Investments in securities, at value
(cost $56,587,916)--see statement.............................................. $61,159,449
Cash............................................................................. 42,764
Receivable for subscriptions to Common Stock..................................... 199,409
Dividends and interest receivable................................................ 136,322
Receivable for investment securities sold........................................ 22,070
Prepaid expenses................................................................. 13,235
-----------
61,573,249
LIABILITIES:
Due to The Dreyfus Corporation................................................... $ 6,390
Due to Wells Fargo Nikko Investment advisors..................................... 6,390
Payable for investment securities purchased...................................... 141,207
Due to Wells Fargo Institutional Trust Company, N.A.............................. 23,035
Payable for futures variation margin--Note 3(a).................................. 19,600
Payable for redemptions to Common Stock.......................................... 15
Accrued expenses................................................................. 57,605 254,242
---------- -----------
NET ASSETS......................................................................... $61,319,007
===========
REPRESENTED BY:
Paid-in capital.................................................................. $57,480,956
Accumulated distributions in excess of investment income--net.................... (90,054)
Accumulated distributions in excess of net realized gain on investments.......... (641,803)
Accumulated net unrealized appreciation on investments
[including $1,625 net unrealized (depreciation) on financial
futures]--Note 3(b)............................................................ 4,569,908
-----------
NET ASSETS at value applicable to 4,645,238 shares outstanding (200 million
shares of $.001 par value Common Stock authorized)............................... $61,319,007
===========
NET ASSET VALUE, per share
($61,319,007 divide 4,645,238 shares)............................................ $13.20
======
See notes to financial statements.
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1993
INVESTMENT INCOME:
INCOME:
Cash dividends (net of foreign taxes witheld at source of $5,887).............. $1,162,999
Interest....................................................................... 122,426
----------
TOTAL INCOME................................................................. $ 1,285,425
EXPENSES:
Index management fee--Note 2(a)................................................ $ 69,306
Administration fee--Note 2(a).................................................. 69,306
Auditing fees.................................................................. 57,389
Custodian fees--Note 2(c)...................................................... 44,388
Directors' fees and expenses--Note 2(d)........................................ 19,372
Organization expenses.......................................................... 17,695
Shareholder servicing costs--Note 2(b)......................................... 11,631
Legal fees..................................................................... 9,480
Prospectus and shareholders' reports........................................... 6,779
Miscellaneous.................................................................. 5,043
----------
310,389
Less--reduction in index management fee and administration fee
due to undertaking--Note 2(a)................................................ 125,566
----------
TOTAL EXPENSES............................................................... 184,823
-----------
INVESTMENT INCOME--NET....................................................... 1,100,602
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments--Note 3(a)...................................... $8,399,300
Net realized gain on financial futures--Note 3(a)................................ 113,023
----------
NET REALIZED GAIN.............................................................. 8,512,323
Net unrealized depreciation on investments [including ($6,750) net
unrealized depreciation on financial futures].................................. (5,843,385)
-----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS.............................. 2,668,938
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............................... $ 3,769,540
===========
See notes to financial statements.
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
FOUR MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1992 1993
----------------- -------------
OPERATIONS:
Investment income-net........................................................... $ 636,808 $ 1,100,602
Net realized gain on investments................................................ 2,914,710 8,512,323
Net unrealized appreciation (depreciation) on investments for the year.......... 898,217 (5,843,385)
----------- -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.......................... 4,449,735 3,769,540
----------- -----------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net........................................................... (1,011,624) (1,029,496)
Excess investment income-net.................................................... -- (90,054)
Net realized gain on investments................................................ (1,074,591) (11,029,996)
Excess net realized gain on investments......................................... -- (641,803)
----------- -----------
TOTAL DIVIDENDS.............................................................. (2,086,215) (12,791,349)
----------- -----------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold.................................................. 9,341,690 40,165,929
Dividends reinvested........................................................... 105,760 14,046,814
Cost of shares redeemed........................................................ (16,185,227) (53,943,720)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS............ (6,737,777) 269,023
----------- -----------
TOTAL (DECREASE) IN NET ASSETS............................................. (4,374,257) (8,752,786)
NET ASSETS:
Beginning of year.............................................................. 74,446,050 70,071,793
----------- -----------
End of year (including distributions in excess of investment
income-net; ($71,106) in 1992 and ($90,054) in 1993)......................... $70,071,793 $61,319,007
=========== ===========
SHARES SHARES
----------- -----------
CAPITAL SHARE TRANSACTIONS:
Shares sold.................................................................... 613,493 2,578,683
Shares issued for dividends reinvested......................................... 7,103 1,010,623
Shares redeemed................................................................ (1,055,946) (3,516,794)
----------- -----------
NET INCREASE (DECREASE) IN SHARES OUTSTANDING................................ (435,350) 72,512
=========== ===========
See notes to financial statements.
</TABLE>
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
FINANCIAL HIGHLIGHTS
Reference is made to page 2 of the Fund's Prospectus dated May 1, 1994.
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940
("Act") as a non-diversified open-end management investment company.
Wells Fargo Nikko Investment Advisors ("WFNIA") serves as the Fund's
index manager. Wells Fargo Investment Advisors ("WFIA"), the predecessor
index manager of the Fund, and The Nikko Securities Co., Ltd. and an
affiliate ("Nikko") each own 50% of WFNIA. Wells Fargo Institutional
Trust Company, N.A. ("WFITC"), an affiliate of WFNIA, is the custodian
of the Fund's investments. The Dreyfus Corporation ("Dreyfus") serves as
the Fund's administrator. Dreyfus Service Corporation ("Distributor"), a
wholly-owned subsidiary of Dreyfus, acts as the exclusive distributor of
the Fund's shares, which are sold without a sales charge.
(A) PORTFOLIO VALUATION: Investments in securities are valued at the
last sales price on the securities exchange on which such securities are
primarily traded or at the last sales price on the national securities
market. Securities not listed on an exchange or the national securities
market, or securities for which there were no transactions, are valued
at the average of the most recent bid and asked prices. Bid price is
used when no asked price is available. Short-term investments are
carried at amortized cost, which approximates value. Investments traded
in foreign currencies are translated to U.S. dollars at the prevailing
rates of exchange.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Dividend income is recognized on the ex-dividend date and interest
income, including, where applicable, amortization of discount on
investments, is recognized on the accrual basis.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-
dividend date. Dividends from investment income-net are declared and
paid on a quarterly basis. Dividends from net realized capital gain are
normally declared and paid annually, but the Fund may make distributions
on a more frequent basis to comply with the distribution requirements of
the Internal Revenue Code. This may result in distributions that are in
excess of net realized gains on a fiscal year basis. To the extent that
net realized capital gain can be offset by capital loss carryovers, if
any, it is the policy of the Fund not to distribute such gain.
Dividends in excess of investment income net and net realized gain for
financial statement purposes result from Federal income tax distribution
requirements, primarily losses from security transactions incurred in
prior years.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in
the best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
NOTE 2--MANAGEMENT FEE, ADMINISTRATION FEE AND OTHER TRANSACTIONS WITH
AFFILIATES:
(A) Fees paid by the Fund pursuant to the provisions of an Index
Management Agreement with WFNIA and an Administration Agreement with
Dreyfus are payable monthly. WFNIA and Dreyfus each receive annual fees
of .15 of 1% of the average daily value of the Fund's net assets. The
agreements further provide that if in any full year the aggregate
expenses of the Fund, exclusive of interest, taxes, brokerage and
extraordinary expenses, exceed the expense limitation of any state
having jurisdiction over the Fund, the Fund may deduct from the fees to
be paid to each of WFNIA and Dreyfus, or WFNIA and Dreyfus will each
bear 50% of such excess expenses. The most stringent state expense
limitation applicable to the Fund presently requires reimbursement of
expenses in any full year that such expenses exceed 2-1/2% of the first
$30 million, 2% of the next $70 million and 1-1/2% of the excess over
$100 million of the average value of the Fund's net assets in accordance
with California "blue sky" regulations. However, WFNIA and Dreyfus have
currently undertaken from January 1, 1993 until December 31, 1993 and
thereafter until such a time as they give shareholders at least 180 days
notice to the contrary that if the Fund's aggregate expenses (exclusive
of brokerage commissions, transaction fees and extraordinary expenses)
exceed an annual rate of .40 of 1% of the average daily value of the
Fund's net assets, the Fund may deduct from the payments to be made to
WFNIA and Dreyfus, or WFNIA and Dreyfus will bear, such excess expense.
Pursuant to undertakings, WFNIA and Dreyfus reduced the index management
fee and the administration fee for the year ended December 31, 1993
62,783 each.
(B) Pursuant to the Fund's Shareholder Services Plan, the Fund
reimburses the Distributor an amount not to exceed an annual rate of .25
of 1% of the Value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal
services relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder
accounts. During the year ended December 31, 1993, the Fund was charged
an aggregate of $508 pursuant to the Shareholder Services Plan.
(C) During the year ended December 31, 1993, Wells Fargo Institutional
Trust Company, N.A. earned $44,388 for custodian services provided to
the Fund.
(D) Certain officers and directors of the Fund are "affiliated
persons," as defined in the Act, of Dreyfus. Each director who is not an
"affiliated person" receives an annual fee of $2,500 and an attendance
fee of $500 per meeting.
(E) On December 5, 1993, Dreyfus entered into an Agreement and Plan of
Merger providing for the merger of Dreyfus with a subsidiary of Mellon
Bank Corporation ("Mellon").
Upon closing of the merger, it is planned that Dreyfus will retain its
New York headquarters and will be a separate subsidiary within the
Mellon organization. It is expected that the Dreyfus' management team
and mutual fund managers will remain in place, and the Dreyfus mutual
funds will be operated in the same manner as they are currently.
Following the merger, Dreyfus will be either a direct or indirect
subsidiary of Mellon, whose principal banking subsidiary is Mellon Bank,
N.A. Closing of this merger is subject to a number of contingencies,
including the receipt of certain regulatory approvals and the approvals
of the stockholders of Dreyfus and of Mellon. The merger is expected to
occur in mid-1994, but could occur later.
NOTE 3--SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment
securities, other than short-term securities, for the year ended
December 31, 1993 amounted to $31,318,067 and $42,988,046, respectively.
The Fund is engaged in trading financial futures contracts. The Fund
is exposed to market risk as a result of changes in the value of the
underlying financial instruments (see Statement of Financial Futures).
Investments in financial futures require the Fund to "mark to market" on
a daily basis, which reflects the change in the market value of the
contract at the close of each day's trading. Accordingly, variation
margin payments are made or received to reflect daily unrealized gains
or losses. When the contracts are closed, the Fund recognizes a realized
gain or loss. These investments require initial margin deposits with a
custodian, which consist of cash or cash equivalents, up to
approximately 10% of the Contract amount. The amount of these deposits
is determined by the exchange or Board of Trade on which the contract is
traded and is subject to change.
(B) At December 31, 1993, accumulated net unrealized appreciation on
investments was $4,569,908, consisting of $5,981,076, gross unrealized
appreciation and $1,411,168 gross unrealized depreciation.
At December 31, 1993, the costs of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.:
We have audited the accompanying statement of assets and liabilities
of the Dreyfus Life and Annuity Index Fund, Inc. (the Fund), including
the statements of investments and financial futures, as of December 31,
1993, and the related statement of operations for the year then ended,
the statements of changes in net assets for the year then ended and for
the period September 1, 1992 to December 31, 1992, and the financial
highlights for the year then ended, for the period September 1, 1992 to
December 31, 1992, the years ended August 31, 1992 and 1991, and for the
period September 29, 1989 (commencement of operations) to August 31,
1990. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1993, by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of the Dreyfus Life and Annuity Index Fund, Inc. as
of December 31, 1993, the results of its operations for the year then
ended, the changes in its net assets for the year then ended and for the
period from September 1, 1992 to December 31, 1992, and the financial
highlights for the year then ended, for the period from September 1,
1992 to December 31, 1992, for the years ended August 31, 1992 and 1991,
and for the period September 29, 1989 (commencement of operations) to
August 31, 1990, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND
New York, New York
February 10, 1994
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
IMPORTANT TAX INFORMATION (UNAUDITED)
For Federal Tax purposes the Fund hereby designates $.945 per share as
long-term capital gain distribution of the $.960 per share paid on
September 1, 1993. The Fund also designates $2.175 per share as a long-
term capital gain distribution of the $2.29 per share paid on December
31, 1993.
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement:
Condensed Financial Information -- From September 29, 1989
(commencement of operations) to August 31, 1990 and for the
fiscal years ended August 31, 1991 and 1992, and for the
four months ended December 31, 1992, and for the fiscal
year ended December 31, 1993.
Included in Part B of the Registration Statement:
Statement of Investments--December 31, 1993.
Statement of Financial Futures--December 31, 1993.
Statement of Assets and Liabilities--December 31,
1993.
Statement of Operations--For the fiscal year ended
December 31, 1993.
Statement of Changes in Net Assets--For the four
months ended December 31, 1992 and for the fiscal year
ended December 31, 1993.
Notes to Financial Statements.
Report of Coopers & Lybrand, Independent Accountants,
dated February 10, 1994.
Schedule Nos. I through VII and other financial statement information, for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are either omitted because they are
not required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes
which are included in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Articles of Incorporation.
(2) By-Laws.
(5)(a) Index Management Agreement.
(5)(b) The Administration Agreement is incorporated by reference to
Exhibit (5)(b) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on September 8, 1989.
(6) The Distribution Agreement is incorporated by reference to
Exhibit (6) of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on September 8, 1989.
(8) The Amended and Restated Custody Agreement is incorporated by
reference to Exhibit (8) of Post-Effective Amendment No. 2 to
the Registration Statement on Form N-1A, filed on December 28,
1990.
(9) Shareholder Services Plan.
(10) Opinion and consent of Stroock & Stroock & Lavan dated September
20, 1989.
(11) Consent of Coopers & Lybrand, Independent Accountants.
(16) Schedules of Computation of Performance Data.
Other Exhibits
(a) Powers of Attorney.
(b) Certificate of Secretary is incorporated by reference
to Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on March 23, 1990.
Item 25. Persons Controlled by or under Common Control with Registrant.
Not Applicable
Item 26. Number of Holders of Securities.
(1) (2)
Number of Record
Title of Class Holders as of April 8, 1994
Shares of Common Stock
par value $.001 per share 12
Item 27. Indemnification
The Statement as to the general effect of any contract,
arrangements or statute under which a director, officer,
underwriter or affiliated person of the Registrant is indemnified
is incorporated by reference to Item 27 of Part C of
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on September 8, 1989.
Reference is also made to the Distribution Agreement filed as
Exhibit (6) thereto.
Item 28. Business and Other Connections of Investment Adviser.
______ ____________________________________________________
To the knowledge of the Registrant, none of the directors or
executive officers of Wells Fargo Nikko Investment Advisors, the
Registrant's index fund manager, except those described below,
are or have been engaged in, at any time during the past two
fiscal years, any other business, profession, vocation or
employment of a substantial nature.
Name and Position with
the Index Fund Manager Other Businesses
______________________ _________________
PATRICIA C. DUNN None
Managing Director, Chief
Operating Officer
FREDERICK L.A. GRAUER Chairman and Chief Executive
Managing Director, Chief Officer:
Executive Officer Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Foreign Funds
Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors International
45 Fremont Street
San Francisco, CA 94105
Executive Vice President:
Wells Fargo Bank, N.A.
420 Montgomery Street
San Francisco, CA 94163;
Director:
Wells Fargo Capital Markets,
Inc.
420 Montgomery Street
San Francisco, CA 94163
Wells Fargo Investment Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors Limited
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors Canada Limited
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors Japan Limited
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
WILLIAM F. ZUENDT Vice Chairman:
Member, Management Wells Fargo Bank, N.A.
Committee 420 Montgomery Street
San Francisco, CA 94163
Member of Management Committee:
Wells Fargo Foreign Funds
Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors International
45 Fremont Street
San Francisco, CA 94105
Director:
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Investment Advisors
Wells Fargo Nikko Investment
Advisors Japan Limited
Wells Fargo Nikko Investment
Advisors Limited
45 Fremont Street
San Francisco, CA 94105
YASUO KANZAKI Executive Vice President and
Member, Management Director:
Committee The Nikko Securities Co., Ltd.
3-1, Marunouchi, 2-chome
Chiyoda-ku, Tokyo, 100, Japan;
Member of Management Committee:
Wells Fargo Foreign Funds Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors International
45 Fremont Street
San Francisco, CA 94105
Director:
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
The Nikko Securities Co.,
(Europe) Ltd.
3-1, Marunouchi, 2-chome
Chiyoda-ku, Tokyo, 100, Japan;
The Nikko (Luxemburg) S.A.
3-1, Marunouchi, 2-chome
Chiyoda-ku, Tokyo, 100, Japan;
Nikko France S.A.
3-1, Marunouchi, 2-chome
Chiyoda-ku, Tokyo, 100, Japan;
Nikko Bank (UK) plc
3-1, Marunouchi, 2-chome
Chiyoda-ku, Tokyo, 100, Japan;
Nikko Investment Banking
(Middle East) E.C.
3-1, Marunouchi, 2-chome
Chiyoda-ku, Tokyo, 100, Japan
Wells Fargo Nikko Investment
Advisors Limited
45 Fremont Street
San Francisco, CA 94105
MASAO YUKI Executive Vice President and
Member, Management Committee Director:
The Nikko Securities
Co., Ltd.
Director:
IBJ Nikko Information Systems
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors
45 Fremont Street
San Francisco, CA 94105
Member Management Committee:
Wells Fargo Foreign Funds Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors
International
45 Fremont Street
San Francisco, CA 94105
DONALD L. LUSKIN Director:
Managing Director, Chief Luskin Carlyle Corp.
Executive Officer, Wells
Fargo Nikko Investment Advisors
Americas Group
CLYDE OSTLER Vice Chairman:
Member, Management Wells Fargo Bank, N.A.
Committee 420 Montgomery Street
San Francisco, CA 94163;
Director:
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Investment Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors Limited
45 Fremont Street
San Francisco, CA 94105
Member of Management Committee:
Wells Fargo Foreign Funds
Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors International
45 Fremont Street
San Francisco, CA 94105
GUY ROUNSAVILLE, JR. Executive Vice President,
Corporate Secretary: Chief Counsel and Corporate Secretary:
Wells Fargo Bank, N.A.
420 Montgomery Street
San Francisco, CA 94163;
Corporate Secretary:
Wells Fargo Foreign Funds Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors Limited
45 Fremont Street
San Francisco, CA 94105
Secretary:
Wells Fargo Credit Corporation
Wells Fargo Realty Finance
600 Montgomery Street
San Francisco, CA 94111;
Wells Fargo Insurance Services
P.O. Box 1043
George Town, Grand Cayman
Cayman Islands, British West
Indies;
Secretary:
Wells Fargo Leasing Corporation
101 California Street
San Francisco, CA 94163;
Wells Fargo Securities Inc.
420 Montgomery Street
San Francisco, CA 94163;
Wells Fargo Realty Advisors
330 Washington Street
Marina Del Rey, CA 90291;
Wells Fargo AG Credit
4643 South Ulster Street
Parkway Suite 1200
Denver, Colorado 80237;
Wells Fargo Capital Markets Inc.
420 Montgomery Street
San Francisco, CA 94163;
Director:
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
NEIL L. RUDOLPH Director:
Managing Director Rudolph Furniture Ltd.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, 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 Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Money Market Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
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) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Growth, L.P. (A Strategic Fund)
24) Dreyfus Global Investing, Inc.
25) Dreyfus GNMA Fund, Inc.
26) Dreyfus Government Cash Management
27) Dreyfus Growth and Income Fund, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) Dreyfus Investors GNMA Fund
35) The Dreyfus Leverage Fund, Inc.
36) Dreyfus Liquid Assets, Inc.
37) Dreyfus Massachusetts Intermediate Municipal Bond Fund
38) Dreyfus Massachusetts Municipal Money Market Fund
39) Dreyfus Massachusetts Tax Exempt Bond Fund
40) Dreyfus Michigan Municipal Money Market Fund, Inc.
41) Dreyfus Money Market Instruments, Inc.
42) Dreyfus Municipal Bond Fund, Inc.
43) Dreyfus Municipal Cash Management Plus
44) Dreyfus Municipal Money Market Fund, Inc.
45) Dreyfus New Jersey Intermediate Municipal Bond Fund
46) Dreyfus New Jersey Municipal Bond Fund, Inc.
47) Dreyfus New Jersey Municipal Money Market Fund, Inc.
48) Dreyfus New Leaders Fund, Inc.
49) Dreyfus New York Insured Tax Exempt Bond Fund
50) Dreyfus New York Municipal Cash Management
51) Dreyfus New York Tax Exempt Bond Fund, Inc.
52) Dreyfus New York Tax Exempt Intermediate Bond Fund
53) Dreyfus New York Tax Exempt Money Market Fund
54) Dreyfus Ohio Municipal Money Market Fund, Inc.
55) Dreyfus 100% U.S. Treasury Intermediate Term Fund
56) Dreyfus 100% U.S. Treasury Long Term Fund
57) Dreyfus 100% U.S. Treasury Money Market Fund
58) Dreyfus 100% U.S. Treasury Short Term Fund
59) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
60) Dreyfus Pennsylvania Municipal Money Market Fund
61) Dreyfus Short-Intermediate Government Fund
62) Dreyfus Short-Intermediate Municipal Bond Fund
63) Dreyfus Short-Term Income Fund, Inc.
64) The Dreyfus Socially Responsible Growth Fund, Inc.
65) Dreyfus Strategic Growth, L.P.
66) Dreyfus Strategic Income
67) Dreyfus Strategic Investing
68) Dreyfus Tax Exempt Cash Management
69) The Dreyfus Third Century Fund, Inc.
70) Dreyfus Treasury Cash Management
71) Dreyfus Treasury Prime Cash Management
72) Dreyfus Variable Investment Fund
73) Dreyfus-Wilshire Target Funds, Inc.
74) Dreyfus Worldwide Dollar Money Market Fund, Inc.
75) First Prairie Cash Management
76) First Prairie Diversified Asset Fund
77) First Prairie Money Market Fund
78) First Prairie Municipal Money Market Fund
79) First Prairie Tax Exempt Bond Fund, Inc.
80) First Prairie U.S. Government Income Fund
81) First Prairie U.S. Treasury Securities Cash Management
82) General California Municipal Bond Fund, Inc.
83) General California Municipal Money Market Fund
84) General Government Securities Money Market Fund, Inc.
85) General Money Market Fund, Inc.
86) General Municipal Bond Fund, Inc.
87) General Municipal Money Market Fund, Inc.
88) General New York Municipal Bond Fund, Inc.
89) General New York Municipal Money Market Fund
90) Pacific American Fund
91) Peoples Index Fund, Inc.
92) Peoples S&P MidCap Index Fund, Inc.
93) Premier Insured Municipal Bond Fund
94) Premier California Municipal Bond Fund
95) Premier GNMA Fund
96) Premier Growth Fund, Inc.
97) Premier Municipal Bond Fund
98) Premier New York Municipal Bond Fund
99) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Howard Stein* Chairman of the Board None
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President and Director President
and
Director
Lawrence M. Greene* Executive Vice President and Director None
Julian M. Smerling* Executive Vice President and Director None
Elie M. Genadry* Executive Vice President Senior
Vice
President
Henry D. Gottmann* Executive Vice President None
Donald A. Nanfeldt* Executive Vice President None
Kevin Flood* Senior Vice President None
Roy Gross* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Kirk Stumpp* Senior Vice President and None
Director of Marketing
Diane M. Coffey* Vice President None
Walter T. Harris* Vice President None
William Harvey* Vice President None
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Carolyn Sobering* Assistant Vice President-Trading None
Daniel C. Maclean* Secretary Vice
President
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary Assistant
Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices with Positions and
Name and principal Broker-Dealer Division of offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Elie M. Genadry* President Senior
Vice
President
Craig E. Smith* Executive Vice President None
Peter Moeller* Vice President and Sales Manager None
Kristina Williams
Pomano Beach, FL Vice President-Administration None
James Barr
Newton, MA Regional Vice President None
Mary B. Brundage
Pasadena, CA Regional Vice President None
Edward Donley
Latham, NY Regional Vice President None
Thomas Ellis
Ranchero Murietta, CA Regional Vice President None
Glenn Farinacci* Regional Vice President None
Peter S. Ferrentino
San Francisco, CA Regional Vice President None
William Frey
Hoffman Estates, IL Regional Vice President None
Suzanne Haley
Tampa, FL Regional Vice President None
Philip Jochem
Warrington, PA Regional Vice President None
Richard P. Kundracik
Waterford, MI Regional Vice President None
Michael Lane
Beaver Falls, PA Regional Vice President None
Fred Lanier
Atlanta, GA Regional Vice President None
Beth Presson
Colchester, VT Regional Vice President None
Joseph Reaves
New Orleans, LA Regional Vice President None
Christian Renninger
Germantown, MD Regional Vice President None
Robert J. Richardson
Houston, TX Regional Vice President None
Kurt Wiessner
Minneapolis, MN Regional Vice President None
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Institutional Services Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President Senior
Vice
President
Donald A. Nanfeldt* Executive Vice President None
Charles Cardona** Senior Vice President- None
Institutional Services
Stacy Alexander* Vice President-Bank Wholesale None
Eric Almquist* Vice President-Eastern Regional None
Sales Manager
James E. Baskin+++++++ Vice President-Institutional Sales None
Kenneth Bernstein
Boca Raton, FL Vice President-Bank Wholesale None
Stephen Burke* Vice President-Bank Wholesaler None
Sales Manager
Laurel A. Diedrick
Burrows*** Vice President-Bank Wholesale None
Gary F. Callahan
Somerville, NJ Vice President-Bank Wholesale None
Daniel L. Clawson++++ Vice President-Institutional Sales None
Anthony T. Corallo
San Francisco, CA Vice President-Institutional Sales None
Bonnie M. Cymbryla
Brewerton, NY Vice President-Bank Wholesale None
William Davis
Bellevue, WA Vice President None
Steven Faticone***** Vice-President-Bank Wholesale None
William E. Findley**** Vice President None
Mary Genet***** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President-Institutional Sales None
Carol Anne Kelty* Vice President-Institutional Sales None
Gwenn Kessler***** Vice President-Bank Wholesale None
Nancy Knee++++ Vice President-Bank Wholesale None
Bradford Lange* Vice President-Bank Wholesale None
Kathleen McIntyre
Lewis++ Vice President-Western Regional None
Sales Manager
Eva Machek***** Vice President-Institutional Sales None
Bradley R. Maybury
Seattle, WA Vice President-Bank Wholesale None
Mary McCabe*** Vice President-Bank Wholesale None
James McNamara***** Vice President-Institutional Sales None
James Neiland* Vice President-Bank Wholesale- None
National Accounts Manager
Susan M. O'Connor* Vice President-Institutional
Seminars None
Andrew Pearson+++ Vice President-Institutional Sales None
Jean Heitzman Penny***** Vice President-Institutional Sales None
Dwight Pierce+ Vice President-Bank Wholesale None
Lorianne Pinto* Vice President-Bank Wholesale None
Douglas Rentschler
Grosse Point Park, MI Vice President-Bank Wholesale None
Leah Ryan**** Vice President-Institutional Sales None
Emil Samman* Vice President-Institutional
Marketing None
Edward Sands* Vice President-Institutional
Administration None
William Schalda* Vice President-Institutional None
Administration
Sue Ann Seefeld++++ Vice President-Institutional Sales None
Brant Snavely
Charlotte, NC Vice President-Bank Wholesale None
Thomas Stallings
Richmond, VA Vice President-Institutional Sales None
Elizabeth Biordi Vice President-Institutional
Wieland* Administration None
Thomas Winnick
Malverne, PA Vice President-Bank Wholesale None
Jeanne Butler* Assistant Vice President-
Institutional Operations None
Roberta Hall***** Assistant Vice President-
Institutional Servicing None
Tracy Hopkins** Assistant Vice President-
Institutional Operations None
Lois Paterson* Assistant Vice President-
Institutional Operations None
Mary Rogers** Assistant Vice President-
Institutional Servicing None
Karen Markovic
Shpall++++++ Assistant Vice President None
Patrick Synan** Assistant Vice President-
Institutional Support None
Emilie Tongalson** Assistant Vice President-
Institutional Servicing None
Carolyn Warren Stein++ Assistant Vice President-
Institutional Servicing None
Tonda Watson**** Assistant Vice President-
Institutional Sales None
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Group Retirement Plans Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President Senior
Vice
President
Robert W. Stone* Executive Vice President None
Leonard Larrabee* Vice President and Senior Counsel None
George Anastasakos* Vice President None
Bart Ballinger++ Vice President-Sales None
Paula Cleary* Vice President-Marketing None
Ellen S. Dinas* Vice President-Marketing/Communications None
William Gallagher* Vice President-Sales None
Brent Glading* Vice President-Sales None
Jeffrey Lejune
Dallas, TX Vice President-Sales None
Samuel Mancino** Vice President-Installation None
Joanna Morris* Vice President-Sales None
Joseph Pickert++ Vice President-Sales None
Alison Saunders** Vice President-Enrollment None
Scott Zeleznik* Vice President-Sales None
Alana Zion* Vice President-Sales None
Jeffrey Blake* Assistant Vice President-Sales None
_____________________________________________________
* The address of the offices so indicated is 200 Park Avenue, New
York, New York 10166
** The address of the offices so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580 California
Street, San Francisco, California 94104.
**** The address of the offices so indicated is 3384 Peachtree Road,
Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South LaSalle
Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box 1657, Duxbury,
Massachusetts 02331.
++ The address of the offices so indicated is 800 West Sixth
Street, Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick Lane,
Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700 Lincoln Street,
Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest Hill
Avenue, Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117 Diamond Street,
San Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box 757,
Holliston, Massachusetts 01746.
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
3. Wells Fargo Institutional Trust Company, N.A.
45 Fremont Street
San Francisco, CA 94163
4. Wells Fargo Nikko Investment Advisors
45 Fremont Street
San Francisco, CA 94163
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Registrant's latest annual report to shareholders,
upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, and State of New York on the 18th day of April,
1994.
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
BY: /s/Joseph S. DiMartino *
Joseph S. DiMartino , PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signatures Title Date
/s/Joseph S. DiMartino *
President (Principal Executive 4/18/94
Joseph S. DiMartino Officer) and Director
/s/John J. Pyburn *
Treasurer (Principal Financial 4/18/94
John J. Pyburn and Accounting Officer)
/s/David P. Feldman * Director 4/18/94
David P. Feldman
/s/Jack R. Meyer * Director 4/18/94
Jack R. Meyer
/s/Anne Wexler * Director 4/18/94
Anne Wexler
/s/John Szarkowski * Director 4/18/94
John Szarkowski
*BY: /s/Steven F. Newman
Steven F. Newman,
Attorney-in-Fact
EXHIBIT INDEX
ITEM EXHIBIT PAGE
(1) Articles of Incorporation.
(2) By-Laws.
(5)(a) Index Management Agreement.
(9) Shareholder Services Plan.
(10) Opinion and consent of Stroock & Stroock & Lavan
dated September 20, 1989.
(11) Consent of Coopers & Lybrand, Independent Accountants.
(16) Schedules of Computation of Performance Data.
Other Exhibit:
(a) Powers of Attorney
ARTICLES OF INCORPORATION
OF
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
_________________________
FIRST: The undersigned, David Stephens, whose address
is Seven Hanover Square, New York, New York 10004-2594, being at
least eighteen years of age, hereby forms a corporation under the
Maryland General Corporation Law.
SECOND: The name of the corporation (hereinafter called
the "corporation") is Dreyfus Life and Annuity Index Fund, Inc.
THIRD: The corporation is formed for the following
purpose or purposes:
(a) to conduct, operate and carry on the
business of an investment company;
(b) to subscribe for, invest in, reinvest
in, purchase or otherwise acquire, hold, pledge, sell,
assign, transfer, lend, write options on, exchange,
distribute or otherwise dispose of and deal in and with
securities of every nature, kind, character, type and
form, including without limitation of the generality of
the foregoing, all types of stocks, shares, futures
contracts, bonds, debentures, notes, bills and other
negotiable or non-negotiable instruments, obligations,
evidences of interest, certificates of interest,
certificates of participation, certificates, interests,
evidences of ownership, guarantees, warrants, options or
evidences of indebtedness issued or created by or
guaranteed as to principal and interest by any state or
local government or any agency or instrumentality
thereof, by the United States Government or any agency,
instrumentality, territory, district or possession
thereof, by any foreign government or any agency,
instrumentality, territory, district or possession
thereof, by any corporation organized under the laws of
any state, the United States or any territory or
possession thereof or under the laws of any foreign
country, bank certificates of deposit, bank time
deposits, bankers' acceptances and commercial paper; to
pay for the same in cash or by the issue of stock,
including treasury stock, bonds or notes of the
corporation or otherwise; and to exercise any and all
rights, powers and privileges of ownership or interest
in respect of any and all such investments of every kind
and description, including without limitation, the right
to consent and otherwise act with respect thereto, with
power to designate one or more persons, firms,
associations or corporations to exercise any of said
rights, powers and privileges in respect of any said
instruments;
(c) to borrow money or otherwise obtain credit
and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the
corporation;
(d) to issue, sell, repurchase, redeem,
retire, cancel, acquire, hold, resell, reissue, dispose
of, transfer, and otherwise deal in, shares of stock of
the corporation, including shares of stock of the
corporation in fractional denominations, and to apply to
any such repurchase, redemption, retirement,
cancellation or acquisition of shares of stock of the
corporation any funds or property of the corporation
whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the
State of Maryland;
(e) to conduct its business, promote its
purposes and carry on its operations in any and all of
its branches and maintain offices both within and
without the State of Maryland, in any States of the
United States of America, in the District of Columbia
and in any other parts of the world; and
(f) to do all and everything necessary,
suitable, convenient, or proper for the conduct,
promotion and attainment of any of the businesses and
purposes herein specified or which at any time may be
incidental thereto or may appear conducive to or
expedient for the accomplishment of any of such
businesses and purposes and which might be engaged in or
carried on by a corporation incorporated or organized
under the Maryland General Corporation Law, and to have
and exercise all of the powers conferred by the laws of
the State of Maryland upon corporations incorporated or
organized under the Maryland General Corporation Law.
The foregoing provisions of this Article THIRD shall be
construed both as purposes and powers and each as an independent
purpose and power. The foregoing enumeration of specific purposes
and powers shall not be held to limit or restrict in any manner
the purposes and powers of the corporation, and the purposes and
powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of
this or any other Article of these Articles of Incorporation;
provided, that the corporation shall not conduct any business,
promote any purpose, or exercise any power or privilege within or
without the State of Maryland which, under the laws thereof, the
corporation may not lawfully conduct, promote, or exercise.
FOURTH: The post office address of the principal office
of the corporation within the State of Maryland, and of the
resident agent of the corporation within the State of Maryland, is
The Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202.
FIFTH: (1) The total number of shares of stock which
the corporation has authority to issue is two hundred million
(200,000,000) shares of Common Stock, all of which are of a par
value of one tenth of one cent ($.001) each.
(2) The aggregate par value of all the authorized
shares of stock is two hundred thousand ($200,000) dollars.
(3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the minimum
price or the consideration or minimum consideration for, and to
issue, the shares of stock of the corporation.
(4) The Board of Directors of the corporation is
authorized, from time to time, to classify or to reclassify, as
the case may be, any unissued shares of stock of the corporation.
(5) Subject to the power of the Board of Directors to
reclassify unissued shares, the shares of each class of stock of
the corporation shall have the following preferences, conversion
and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption:
(i) All consideration received by the
corporation for the issuance or sale of shares together
with all income, earnings, profits and proceeds thereof,
shall irrevocably belong to such class for all purposes,
subject only to the rights of creditors, and are herein
referred to as "assets belonging to" such class.
(ii) The assets belonging to such class shall be
charged with the liabilities of the corporation in
respect of such class and with such class, share of the
general liabilities of the corporation, in the latter
case in proportion that the net asset value of such
class bears to the net asset value of all classes. The
determination of the Board of Directors shall be
conclusive as to the allocation of liabilities,
including accrued expenses and reserves, to a class.
(iii) Dividends or distributions on shares of
each class, whether payable in stock or cash, shall be
paid only out of earnings, surplus or other assets
belonging to such class.
(iv) In the event of the liquidation or
dissolution of the corporation, stockholders of each
class shall be entitled to receive, as a class, out of
the assets of the corporation available for distribution
to stockholders, the assets belonging to such class and
the assets so distributable to the stockholders of such
class shall be distributed among such stockholders in
proportion to the number of shares of such class held by
them.
(v) On each matter submitted to a vote of the
stockholders, each holder of a share of stock shall be
entitled to one vote for each such share of stock
standing in his name on the books of the corporation
irrespective of the class thereof; provided, however,
that to the extent class voting is required by the
Investment Company Act of 1940 or Maryland law as to any
such matter, those requirements shall apply.
Except as provided above, all provisions of the Articles of
Incorporation relating to stock of the corporation shall apply to
shares of, and to the holders of, all classes of stock.
(6) Notwithstanding any provisions of the Maryland Gen-
eral Corporation Law requiring a greater proportion than a
majority of the votes of stockholders entitled to be cast in order
to take or authorize any action, any such action may be taken or
authorized upon the concurrence of a majority of the aggregate
number of votes entitled to be cast thereon.
(7) The presence in person or by proxy of the holders
of one-third of the shares of stock of the corporation entitled to
vote (without regard to class) shall constitute a quorum at any
meeting of the stockholders, except with respect to any matter
which, under applicable statutes or regulatory requirements,
requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the
holders of one-third of the shares of stock of each class required
to vote as a class on the matter shall constitute a quorum.
(8) The corporation may issue shares of stock in
fractional denominations to the same extent as its whole shares,
and shares in fractional denominations shall be shares of stock
having proportionately to the respective fractions represented
thereby all the rights of whole shares, including, without
limitation, the right to vote, the right to receive dividends and
distributions and the right to participate upon liquidation of the
corporation, but excluding the right to receive a stock
certificate evidencing a fractional share.
(9) No holder of any shares of any class of the
corporation shall be entitled as of right to subscribe for,
purchase, or otherwise acquire any shares of any class which the
corporation proposes to issue, or any rights or options which the
corporation proposes to issue or to grant for the purchase of
shares of any class or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights to
subscribe for, purchase, or otherwise acquire shares of any class
of the corporation; and any and all of such shares, bonds,
securities or obligations of the corporation, whether now or
hereafter authorized or created, may be issued, or may be reissued
or transferred if the same have been reacquired and have treasury
status, and any and all of such rights and options may be granted
by the Board of Directors to such persons, firms, corporations and
associations, and for such lawful consideration, and on such
terms, as the Board of Directors in its discretion may determine,
without first offering the same, or any thereof, to any said
holder.
SIXTH: (1) The number of directors of the corporation,
until such number shall be increased or decreased pursuant to the
by-laws of the corporation, is one. The number of directors shall
never be less than the minimum number prescribed by the Maryland
General Corporation Law.
(2) The name of the person who shall act as director of
the corporation until the first annual meeting or until his
successor or successors are duly chosen and qualify is as follows:
Mark N. Jacobs
(3) The initial by-laws of the corporation shall be
adopted by the directors at their organizational meeting or by
their informal written action, as the case may be. Thereafter,
the power to make, alter, and repeal the by-laws of the
corporation shall be vested in the Board of Directors of the
corporation.
(4) Any determination made in good faith by or pursuant
to the direction of the Board of Directors, as to: the amount of
the assets, debts, obligations, or liabilities of the corporation;
the amount of any reserves or charges set up and the propriety
thereof; the time of or purpose for creating such reserves or
charges; the use, alteration or cancellation of any reserves or
charges (whether or not any debt, obligation or liability for
which such reserves or charges shall have been created shall have
been paid or discharged or shall be then or thereafter required to
be paid or discharged); the value of any investment or fair value
of any other asset of the corporation; the amount of net
investment income; the number of shares of stock outstanding; the
estimated expense in connection with purchases or redemptions of
the corporation's stock; the ability to liquidate investments in
orderly fashion; the extent to which it is practicable to deliver
a cross-section of the portfolio of the corporation in payment for
any such shares, or as to any other matters relating to the issue,
sale, purchase, redemption and/or other acquisition or disposition
of investments or shares of the corporation, or the determination
of the net asset value of shares of the corporation shall be final
and conclusive, and shall be binding upon the corporation and all
holders of its shares, past, present and future, and shares of the
corporation are issued and sold on the condition and understanding
that any and all such determinations shall be binding as
aforesaid.
SEVENTH: (1) To the fullest extent that limitations on
the liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of the
corporation shall have any liability to the corporation or its
stockholders for damages. This limitation on liability applies to
events occurring at the time a person serves as a director or
officer of the corporation whether or not such person is a
director or officer at the time of any proceeding in which
liability is asserted.
(2) The corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by
the Maryland General Corporation Law. The corporation shall
indemnify and advance expenses to its officers to the same extent
as its directors and to such further extent as is consistent with
law. The board of directors may, through a by-law, resolution or
agreement, make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(3) No provision of this Article SEVENTH shall be
effective to protect or purport to protect any director or officer
of the corporation against any liability to the corporation or its
stockholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(4) References to the Maryland General Corporation Law
in this Article SEVENTH are to the law as from time to time
amended. No amendment to the Articles of Incorporation of the
corporation shall affect any right of any person under this
Article SEVENTH based on any event, omission or proceeding prior
to such amendment.
EIGHTH: Any holder of shares of stock of the
corporation may require the corporation to redeem and the
corporation shall be obligated to redeem at the option of such
holder all or any part of the shares of the corporation owned by
said holder, at the redemption price, pursuant to the method, upon
the terms and subject to the conditions hereinafter set forth:
(a) The redemption price per share shall be the
net asset value per share determined at such time or
times as the Board of Directors of the corporation shall
designate in accordance with any provision of the
Investment Company Act of 1940, any rule or regulation
thereunder or exemption or exception therefrom, or any
rule or regulation made or adopted by any securities
association registered under the Securities Exchange Act
of 1934.
(b) Net asset value per share of a class shall
be determined by dividing:
(i) The total value of the assets of
such class determined as provided in Subsec-
tion (c) below less, to the extent determined
by or pursuant to the direction of the Board
of Directors, all debts, obligations and
liabilities of such class (which debts,
obligations and liabilities shall include,
without limitation of the generality of the
foregoing, any and all debts, obligations,
liabilities, or claims, of any and every kind
and nature, fixed, accrued and otherwise,
including the estimated accrued expenses of
management and supervision, administration and
distribution and any reserves or charges for
any or all of the foregoing, whether for
taxes, expenses or otherwise) but excluding
such class' liability upon its shares and its
surplus, by
(ii) The total number of shares of such
class outstanding.
The Board of Directors is empowered, in its
absolute discretion, to establish other methods for
determining such net asset value whenever such other
methods are deemed by it to be necessary in order to
enable the corporation to comply with, or are deemed by
it to be desirable provided they are not inconsistent
with, any provision of the Investment Company Act of
1940 or any rule or regulation thereunder.
(c) In determining for the purposes of these
Articles of Incorporation the total value of the assets
of the corporation at any time, investments and any
other assets of the corporation shall be valued in such
manner as may be determined from time to time by the
Board of Directors.
(d) Payment of the redemption price by the
corporation may be made either in cash or in securities
or other assets at the time owned by the corporation or
partly in cash and partly in securities or other assets
at the time owned by the corporation. The value of any
part of such payment to be made in securities or other
assets of the corporation shall be the value employed in
determining the redemption price. Payment of the
redemption price shall be made on or before the seventh
day following the day on which the shares are properly
presented for redemption hereunder, except that delivery
of any securities included in any such payment shall be
made as promptly as any necessary transfers on the books
of the issuers whose securities are to be delivered may
be made.
The corporation, pursuant to resolution of the
Board of Directors, may deduct from the payment made for
any shares redeemed a liquidating charge not in excess
of one percent (1%) of the redemption price of the
shares so redeemed, and the Board of Directors may alter
or suspend any such liquidating charge from time to
time.
(e) The right of any holder of shares of stock
redeemed by the corporation as provided in this Article
EIGHTH to receive dividends or distributions thereon and
all other rights of such holder with respect to such
shares shall terminate at the time as of which the
redemption price of such shares is determined, except
the right of such holder to receive (i) the redemption
price of such shares from the corporation in accordance
with the provisions hereof, and (ii) any dividend or
distribution to which such holder had previously become
entitled as the record holder of such shares on the
record date for such dividend or distribution.
(f) Redemption of shares of stock by the
corporation is conditional upon the corporation having
funds or property legally available therefor.
(g) The corporation, either directly or through
an agent, may repurchase its shares, out of funds
legally available therefor, upon such terms and
conditions and for such consideration as the Board of
Directors shall deem advisable, by agreement with the
owner at a price not exceeding the net asset value per
share as determined by the corporation at such time or
times as the Board of Directors of the corporation shall
designate, less a charge not to exceed one percent (1%)
of such net asset value, if and as fixed by resolution
of the Board of Directors of the corporation from time
to time, and take all other steps deemed necessary or
advisable in connection therewith.
(h) The corporation, pursuant to resolution of
the Board of Directors, may cause the redemption, upon
the terms set forth in such resolution and in
subsections (a) through (f) and subsection (i) of this
Article EIGHTH, of shares of stock owned by stockholders
whose shares have an aggregate net asset value of five
hundred dollars or less. Notwithstanding any other
provision of this Article EIGHTH, if certificates
representing such shares have been issued, the
redemption price need not be paid by the corporation
until such certificates are presented in proper form for
transfer to the corporation or the agent of the
corporation appointed for such purpose; however, the
redemption shall be effective, in accordance with the
resolution of the Board of Directors, regardless of
whether or not such presentation has been made.
(i) The obligations set forth in this Article
EIGHTH may be suspended or postponed as may be
permissible under the Investment Company Act of 1940 and
the rules and regulations thereunder.
(j) The Board of Directors may establish other
terms and conditions and procedures for redemption,
including requirements as to delivery of certificates
evidencing shares, if issued.
NINTH: All persons who shall acquire stock or other
securities of the corporation shall acquire the same subject to
the provisions of the corporation's Charter, as from time to time
amended.
TENTH: From time to time any of the provisions of the
Charter of the corporation may be amended, altered or repealed,
including amendments which alter the contract rights of any class
of stock outstanding, and other provisions authorized by the Mary-
land General Corporation Law at the time in force may be added or
inserted in the manner and at the time prescribed by said Law, and
all rights at any time conferred upon the stockholders of the
corporation by its Charter are granted subject to the provisions
of this Article.
IN WITNESS WHEREOF, I have adopted and signed these
Articles of Incorporation and do hereby acknowledge that the
adoption and signing are my act.
Dated: January 23, 1989
/s/ David Stephens
David Stephens, Incorporator
BY-LAWS
OF
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
(A Maryland Corporation)
___________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates rep-
resenting shares of stock shall set forth thereon the statements
prescribed by Section 2-211 of the Maryland General Corporation
Law ("General Corporation Law") and by any other applicable provi-
sion of law and shall be signed by the President or a Vice Presi-
dent and countersigned by the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer and may be sealed with
the corporate seal. The signatures of any such officers may be
either manual or facsimile signatures and the corporate seal may
be either facsimile or any other form of seal. In case any such
officer who has signed manually or by facsimile any such certifi-
cate ceases to be such officer before the certificate is issued,
it nevertheless may be issued by the corporation with the same
effect as if the officer had not ceased to be such officer as of
the date of its issue.
No certificate representing shares of stock shall be
issued for any share of stock until such share is fully paid,
except as otherwise authorized in Section 2-207 of the General
Corporation Law.
The corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Board of Directors may
require, in its discretion, the owner of any such certificate or
his legal representative to give bond, with sufficient surety, to
the corporation to indemnify it against any loss or claim that may
arise by reason of the issuance of a new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any,
transfers of shares of stock of the corporation shall be made only
on the stock transfer books of the corporation by the record
holder thereof or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corpor-
ation or with a transfer agent or a registrar, if any, and on sur-
render of the certificate or certificates for such shares of stock
properly endorsed and the payment of all taxes due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of Direc-
tors may fix, in advance, a date as the record date for the pur-
pose of determining stockholders entitled to notice of, or to vote
at, any meeting of stockholders, or stockholders entitled to
receive payment of any dividend or the allotment of any rights or
in order to make a determination of stockholders for any other
proper purpose. Such date, in any case, shall be not more than 90
days, and in case of a meeting of stockholders not less than 10
days, prior to the date on which the meeting or particular action
requiring such determination of stockholders is to be held or
taken. In lieu of fixing a record date, the Board of Directors
may provide that the stock transfer books shall be closed for a
stated period but not to exceed 20 days. If the stock transfer
books are closed for the purpose of determining stockholders
entitled to notice of, or to vote at, a meeting of stockholders,
such books shall be closed for at least 10 days immediately pre-
ceding such meeting. If no record date is fixed and the stock
transfer books are not closed for the determination of stock-
holders: (1) The record date for the determination of stock-
holders entitled to notice of, or to vote at, a meeting of stock-
holders shall be at the close of business on the day on which the
notice of meeting is mailed or the day 30 days before the meeting,
whichever is the closer date to the meeting; and (2) The record
date for the determination of stockholders entitled to receive
payment of a dividend or an allotment of any rights shall be at
the close of business on the day on which the resolution of the
Board of Directors declaring the dividend or allotment of rights
is adopted, provided that the payment or allotment date shall not
be more than 60 days after the date on which the resolution is
adopted.
4. MEANING OF CERTAIN TERMS. As used herein in respect
of the right to notice of a meeting of stockholders or a waiver
thereof or to participate or vote thereat or to consent or dissent
in writing in lieu of a meeting, as the case may be, the term
"share of stock" or "shares of stock" or "stockholder" or "stock-
holders" refers to an outstanding share or shares of stock and to
a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares of
stock and said reference also is intended to include any outstand-
ing share or shares of stock and any holder or holders of record
of outstanding shares of stock of any class or series upon which
or upon whom the Charter confers such rights where there are two
or more classes or series of shares or upon which or upon whom the
General Corporation Law confers such rights notwithstanding that
the Charter may provide for more than one class or series of
shares of stock, one or more of which are limited or denied such
rights thereunder.
5. STOCKHOLDER MEETINGS.
- ANNUAL MEETINGS. If a meeting of the stockholders of
the corporation is required by the Investment Company Act of 1940,
as amended, to elect the directors, then there shall be submitted
to the stockholders at such meeting the question of the election
of directors, and a meeting called for that purpose shall be de-
signated the annual meeting of stockholders for that year. In
other years in which no action by stockholders is required for the
aforesaid election of directors, no annual meeting need be held.
- SPECIAL MEETINGS. Special stockholder meetings for
any purpose may be called by the Board of Directors or the Presi-
dent and shall be called by the Secretary for the purpose of re-
moving a Director whenever the holders of shares entitled to at
least ten percent of all the votes entitled to be cast at such
meeting shall make a duly authorized request that such meeting be
called.
The Secretary shall call a special meeting of stock-
holders for all other purposes whenever the holders of shares en-
titled to at least twenty-five percent of all the votes entitled
to be cast at such meeting shall make a duly authorized request
that such meeting be called. Such request shall state the purpose
of such meeting and the matters proposed to be acted on thereat,
and no other business shall be transacted at any such special
meeting. The Secretary shall inform such stockholders of the rea-
sonably estimated costs of preparing and mailing the notice of the
meeting, and upon payment to the corporation of such costs, the
Secretary shall give notice in the manner provided for below.
Notwithstanding the foregoing, unless requested by stockholders
entitled to cast a majority of the votes entitled to be cast at
the meeting, a special meeting of the stockholders need not be
called at the request of stockholders to consider any matter that
is substantially the same as a matter voted on at any special
meeting of the stockholders held during the preceding twelve (12)
months.
- PLACE AND TIME. Stockholder meetings shall be held
at such place, either within the State of Maryland or at such
other place within the United States, and at such date or dates as
the directors from time to time may fix.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the
Secretary and shall state the time and place of the meeting. The
notice of a meeting shall state in all instances the purpose or
purposes for which the meeting is called. Written or printed
notice of any meeting shall be given to each stockholder either by
mail or by presenting it to him personally or by leaving it at his
residence or usual place of business not less than ten days and
not more than ninety days before the date of the meeting, unless
any provisions of the General Corporation Law shall prescribe a
different elapsed period of time, to each stockholder at his
address appearing on the books of the corporation or the address
supplied by him for the purpose of notice. If mailed, notice
shall be deemed to be given when deposited in the United States
mail addressed to the stockholder at his post office address as it
appears on the records of the corporation with postage thereon
prepaid. Whenever any notice of the time, place or purpose of any
meeting of stockholders is required to be given under the
provisions of these by-laws or of the General Corporation Law, a
waiver thereof in writing, signed by the stockholder and filed
with the records of the meeting, whether before or after the hold-
ing thereof, or actual attendance or representation at the meeting
shall be deemed equivalent to the giving of such notice to such
stockholder. The foregoing requirements of notice also shall
apply, whenever the corporation shall have any class of stock
which is not entitled to vote, to holders of stock who are not en-
titled to vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.
- STATEMENT OF AFFAIRS. The President of the corpora-
tion or, if the Board of Directors shall determine otherwise, some
other executive officer thereof, shall prepare or cause to be pre-
pared annually a full and correct statement of the affairs of the
corporation, including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be filed
at the principal office of the corporation in the State of Mary-
land.
- CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting: the President, the
Chairman of the Board, a Vice President or, if none of the forego-
ing is in office and present and acting, by a chairman to be chos-
en by the stockholders. The Secretary of the corporation or, in
his absence, an Assistant Secretary, shall act as secretary of
every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman of the meeting shall appoint a
secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may author-
ize another person or persons to act for him by proxy in all mat-
ters in which a stockholder is entitled to participate, whether
for the purposes of determining his presence at a meeting, or
whether by waiving notice of any meeting, voting or participating
at a meeting, expressing consent or dissent without a meeting or
otherwise. Every proxy shall be executed in writing by the stock-
holder or by his duly authorized attorney-in-fact and filed with
the Secretary of the corporation. No unrevoked proxy shall be
valid after eleven months from the date of its execution, unless a
longer time is expressly provided therein.
- INSPECTORS OF ELECTION. The directors, in advance of
any meeting, may, but need not, appoint one or more inspectors to
act at the meeting or any adjournment thereof. If an inspector or
inspectors are not appointed, the person presiding at the meeting
may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or
act, the vacancy may be filled by appointment made by the direc-
tors in advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, if any, before entering upon
the discharge of his duties, shall take and sign an oath to exe-
cute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares outstand-
ing and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with
the right to vote, count and tabulate all votes, ballots or con-
sents, determine the result and do such acts as are proper to
conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting or any stock-
holder, the inspector or inspectors, if any, shall make a report
in writing of any challenge, question or matter determined by him
or them and execute a certificate of any fact found by him or
them.
- VOTING. Each share of stock shall entitle the holder
thereof to one vote, except in the election of directors, at which
each said vote may be cast for as many persons as there are direc-
tors to be elected. Except for election of directors, a majority
of the votes cast at a meeting of stockholders, duly called and at
which a quorum is present, shall be sufficient to take or
authorize action upon any matter which may come before a meeting,
unless more than a majority of votes cast is required by the
corporation's Articles of Incorporation. A plurality of all the
votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is
signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of a
meeting of stockholders (but not to vote thereat) have waived in
writing any rights which they may have to dissent from such action
and such consent and waiver are filed with the records of the
corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs
of the corporation shall be managed under the direction of a Board
of Directors. The use of the phrase "entire board" herein refers
to the total number of directors which the corporation would have
if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a
natural person of full age. A director need not be a stockholder,
a citizen of the United States or a resident of the State of Mary-
land. The initial Board of Directors shall consist of one person.
Thereafter, the number of directors constituting the entire board
shall never be less than three or the number of stockholders,
whichever is less. At any regular meeting or at any special meet-
ing called for that purpose, a majority of the entire Board of
Directors may increase or decrease the number of directors, pro-
vided that the number thereof shall never be less than three or
the number of stockholders, whichever is less, nor more than
twelve and further provided that the tenure of office of a direc-
tor shall not be affected by any decrease in the number of direc-
tors.
3. ELECTION AND TERM. The first Board of Directors
shall consist of the director named in the Articles of Incorpora-
tion and shall hold office until the first meeting of stockholders
or until his successor has been elected and qualified. There-
after, directors who are elected at a meeting of stockholders, and
directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until their succes-
sors have been elected and qualified. Newly created directorships
and any vacancies in the Board of Directors, other than vacancies
resulting from the removal of directors by the stockholders, may
be filled by the Board of Directors, subject to the provisions of
the Investment Company Act of 1940. Newly created directorships
filled by the Board of Directors shall be by action of a majority
of the entire Board of Directors. All other vacancies to be fill-
ed by the Board of Directors may be filled by a majority of the
remaining members of the Board of Directors, although such
majority is less than a quorum thereof.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly elected
Board shall be held as soon after its election as the directors
conveniently may assemble.
- PLACE. Meetings shall be held at such place within
or without the State of Maryland as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings
for which the time and place have been fixed. Special meetings
may be called by or at the direction of the President or of a
majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever
any notice of the time, place or purpose of any meeting of direc-
tors or any committee thereof is required to be given under the
provisions of the General Corporation Law or of these by-laws, a
waiver thereof in writing, signed by the director or committee
member entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual
attendance at the meeting shall be deemed equivalent to the giving
of such notice to such director or such committee member.
- QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except when a vacancy or va-
cancies prevents such majority, whereupon a majority of the direc-
tors in office shall constitute a quorum, provided such majority
shall constitute at least one-third of the entire Board and, in no
event, less than two directors. A majority of the directors pre-
sent, whether or not a quorum is present, may adjourn a meeting to
another time and place. Except as otherwise specifically provided
by the Articles of Incorporation, the General Corporation Law or
these by-laws, the action of a majority of the directors present
at a meeting at which a quorum is present shall be the action of
the Board of Directors.
- CHAIRMAN OF THE MEETING. The Chairman of the Board,
if any and if present and acting, or the President or any other
director chosen by the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause by the stockholders, who
may elect a successor or successors to fill any resulting vacancy
or vacancies for the unexpired term of the removed director or
directors.
6. COMMITTEES. The Board of Directors may appoint from
among its members an Executive Committee and other committees
composed of two or more directors and may delegate to such commit-
tee or committees, in the intervals between meetings of the Board
of Directors, any or all of the powers of the Board of Directors
in the management of the business and affairs of the corporation,
except the power to amend the by-laws, to approve any consolida-
tion, merger, share exchange or transfer of assets, to declare
dividends, to issue stock or to recommend to stockholders any
action requiring the stockholders' approval. In the absence of
any member of any such committee, the members thereof present at
any meeting, whether or not they constitute a quorum, may appoint
a member of the Board of Directors to act in the place of such
absent member.
7. INFORMAL ACTION. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board of
Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of
the Board or any such committee.
Members of the Board of Directors or any committee de-
signated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar communica-
tions equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation by
such means shall constitute presence in person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and
shall have a President, a Secretary and a Treasurer, who shall be
elected by the Board of Directors, and may have such other offic-
ers, assistant officers and agents as the Board of Directors shall
authorize from time to time. Any two or more offices, except
those of President and Vice President, may be held by the same
person, but no person shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is
required by law to be executed, acknowledged or verified by two or
more officers.
Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation
in the State of Maryland prescribed by the General Corporation Law
is 32 South Street, c/o The Corporation Trust Incorporated,
Baltimore, Maryland 21202. The name and address of the resident
agent in the State of Maryland prescribed by the General Corpora-
tion Law are: The Corporation Trust Incorporated, 32 South
Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal office
in the State of Maryland prescribed by the General Corporation Law
or at the business office or an agency of the corporation, an
original or duplicate stock ledger containing the names and ad-
dresses of all stockholders and the number of shares of each class
held by each stockholder. Such stock ledger may be in written
form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
The corporation shall keep at said principal office in
the State of Maryland the original or a certified copy of the by-
laws, including all amendments thereto, and shall duly file there-
at the annual statement of affairs of the corporation prescribed
by Section 2-314 of the General Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name
of the corporation and shall be in such form and contain such
other words and/or figures as the Board of Directors shall deter-
mine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws
is vested in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
corporation shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the law. The
corporation shall indemnify its officers to the same extent as its
directors and to such further extent as is consistent with law.
The corporation shall indemnify its directors and officers who
while serving as directors or officers also serve at the request
of the corporation as a director, officer, partner, trustee, em-
ployee, agent or fiduciary or another corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan to
the same extent as its directors and, in the case of officers, to
such further extent as is consistent with the law. The indemnif-
ication and other rights provided by this Article shall continue
as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and
administrators of such a person. This Article shall not protect
any such person against any liability to the corporation or any
stockholder thereof to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office ("disabling conduct").
2. ADVANCES. Any current or former director or officer
of the corporation seeking indemnification within the scope of
this Article shall be entitled to advances from the corporation
for payment of the reasonable expenses incurred by him in con-
nection with the matter as to which he is seeking indemnification
in the manner and to the fullest extent permissible under the
General Corporation Law. The person seeking indemnification shall
provide to the corporation a written affirmation of his good faith
belief that the standard of conduct necessary for indemnification
by the corporation has been met and a written undertaking to repay
any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one
of the following additional conditions shall be met: (a) the
person seeking indemnification shall provide a security in form
and amount acceptable to the corporation for his undertaking;
(b) the corporation is insured against losses arising by reason of
the advance; or (c) a majority of a quorum of directors of the
corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amend-
ed, nor parties to the proceeding ("disinterested non-party direc-
tors"), or independent legal counsel, in a written opinion, shall
have determined, based on a review of facts readily available to
the corporation at the time the advance is proposed to be made,
that there is reason to believe that the person seeking indemnif-
ication will ultimately be found to be entitled to indemnifi-
cation.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with
the General Corporation Law, whether the standards required by
this Article have been met. Indemnification shall be made only
following: (a) a final decision on the merits by a court or other
body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of disabling conduct or
(b) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the person to be indemnif-
ied was not liable by reason of disabling conduct by (i) the vote
of a majority of a quorum of disinterested non-party directors or
(ii) an independent legal counsel in a written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees
and agents who are not officers or directors of the corporation
may be indemnified, and reasonable expenses may be advanced to
such employees or agents, as may be provided by action of the
Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make
further provision consistent with law for indemnification and
advance of expenses to directors, officers, employees and agents
by resolution, agreement or otherwise. The indemnification
provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled under any
insurance or other agreement or resolution of stockholders or
disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the
General Corporation Law and to the Investment Company Act of 1940
as from time to time amended. No amendment of the by-laws shall
affect any right of any person under this Article based on any
event, omission or proceeding prior to the amendment.
Dated: February 16, 1989
Amended: September 6, 1989
INDEX MANAGEMENT AGREEMENT
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
April 4, 1990
As Revised May 2, 1991
Wells Fargo Nikko Investment Advisors
45 Fremont Street
San Francisco, California 94105
Dear Sirs:
Dreyfus Life and Annuity Index Fund, Inc., a Maryland
corporation (the "Fund"), herewith confirms its agreement with you
(the "Adviser") as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its Articles of Incorporation
and in its Prospectus and Statement of Additional Information as
from time to time in effect, copies of which have been or will be
submitted to the Adviser, and in such manner and to such extent as
from time to time may be approved by the Fund's Board of Direc-
tors. The Fund intends to employ The Dreyfus Corporation
("Dreyfus") to act as its administrator and desires to employ the
Adviser to act as its index fund manager.
In this connection it is understood that from time to
time the Adviser will employ or associate with itself such person
or persons as the Adviser may believe to be particularly fitted to
assist it in the performance of this Agreement. Such person or
persons may be officers or employees who are employed by both the
Adviser and the Fund. The compensation of such person or persons
shall be paid by the Adviser and no obligation may be incurred on
the Fund's behalf in any such respect.
Subject to the supervision and approval of the Fund's
Board of Directors, the Adviser will provide investment management
of the Fund's portfolio in accordance with the Fund's investment
objective and policies as stated in its Prospectus and Statement
of Additional Information as from time to time in effect. In
connection therewith, the Adviser will supervise the Fund's
investments and, if appropriate, the sale and reinvestment of the
Fund's assets. The Adviser will furnish to the Fund such
statistical information, with respect to the investments which the
Fund may hold or contemplate purchasing, as the Fund may reason-
ably request. The Fund wishes to be informed of important
developments materially affecting its portfolio and shall expect
the Adviser, on its own initiative, to furnish to the Fund from
time to time such information as the Adviser may believe
appropriate for this purpose. In addition, the Adviser shall
notify the Fund of any change in the membership of the Adviser's
partnership within a reasonable time after such change.
In addition, the Adviser will supply office facilities
(which may be in the Adviser's own offices), data processing
services, clerical, accounting and bookkeeping services, internal
auditing services, internal executive and administrative services,
and stationery and office supplies; make available to Dreyfus
information necessary to prepare reports to the Fund's
stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky authorities;
calculate the net asset value of the Fund's shares; and generally
assist in all aspects of the Fund's operations.
The Adviser shall exercise its best judgment in
rendering the services to be provided to the Fund hereunder and
the Fund agrees as an inducement to the Adviser's undertaking the
same that the Adviser shall not be liable hereunder for any error
of judgment or mistake of law or for any loss suffered by the
Fund, provided that nothing herein shall be deemed to protect or
purport to protect the Adviser against any liability to the Fund
or to its security holders to which the Adviser would otherwise be
subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or by
reason of the Adviser's reckless disregard of its obligations and
duties hereunder.
In consideration of the services rendered pursuant to
this Agreement, the Fund will pay the Adviser a fee calculated
daily and paid monthly at the annual rate of .15 of 1% of the
value of the Fund's average daily net assets. Net asset value
shall be computed on such days and at such time or times as
described in the Fund's then-current Prospectus and Statement of
Additional Information. Upon any termination of this Agreement
before the end of any month, the fee for such part of a month
shall be pro-rated according to the proportion which such period
bears to the full monthly period and shall be payable upon the
date of termination of this Agreement.
For the purpose of determining fees payable to the
Adviser, the value of the Fund's net assets shall be computed in
the manner specified in the Fund's Articles of Incorporation for
the computation of the value of the Fund's net assets.
The Adviser will bear all expenses in connection with
the performance of its services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be borne
by the Fund, except to the extent specifically assumed by the
Adviser or Dreyfus. The expenses to be borne by the Fund include,
without limitation, the following: organizational costs, 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 Adviser or
Dreyfus or any of their affiliates, Securities and Exchange Com-
mission fees and state Blue Sky qualification fees, index
management and administration fees, charges of custodians, certain
insurance premiums, industry association fees, outside auditing
and legal expenses, costs of independent pricing services, costs
of maintaining corporate existence, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and
for distribution to existing stockholders, costs of stockholders'
reports and corporate meetings, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the Fund
(including fees pursuant to this Agreement and the Fund's
Administration Agreement, but excluding interest, taxes, brokerage
and, with the prior written consent of the necessary state
securities commissions, extraordinary expenses) exceed the expense
limitations of any state having jurisdiction over the Fund, the
Fund may deduct from the fees to be paid hereunder, to the extent
required by state law, that portion of such excess expense which
bears the same relation to the total of such excess as the
Adviser's fee hereunder bears to the total fee otherwise payable
for the fiscal year by the Fund pursuant to this Agreement and the
Administration Agreement between the Fund and Dreyfus. The
Adviser's obligation pursuant hereto is limited to the amount of
its fees hereunder. Such deduction, if any, will be estimated
daily, and reconciled and effected on a monthly basis.
The Fund understands that the Adviser now acts and will
continue to act as index manager to various investment companies
and fiduciary or other managed accounts, and the Fund has no
objection to the Adviser's so acting, provided that when the
purchase or sale of securities of the same issuer is suitable for
the investment objectives of two or more companies or accounts
managed by the Adviser which have available funds for investment,
the available securities will be allocated in a manner believed by
the Adviser to be in keeping with its fiduciary or contractual
duties to each company or account. It is recognized that in some
cases this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtainable for or
disposed of by the Fund.
In addition, it is understood that the persons employed
by the Adviser to assist in the performance of its duties
hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict the
right of the Adviser or the right of any of its affiliates to
engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.
Any person, even though also an officer, director,
partner, employee or agent of the Adviser, who may be or become an
officer, director, employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on any business of
the Fund, to be rendering such services to or acting solely for
the Fund and not as an officer, director, partner, employee or
agent or one under the control or direction of the Adviser even
though paid by the Adviser.
This Agreement shall continue automatically for
successive annual periods ending on May 14th of each year,
provided such continuance is specifically approved at least
annually by (i) the Fund's Board of Directors or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of the
Fund's outstanding voting securities, provided that in either
event its continuance also is approved by a majority of the Fund's
Directors who are not "interested persons" (as defined in said
Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Board of Directors or by vote of holders of a majority
of the Fund's shares or, upon not less than 90 days' notice, by
the Adviser. This Agreement also will terminate automatically in
the event of its assignment (as defined in said Act).
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
DREYFUS LIFE AND ANNUITY INDEX
FUND, INC.
By:___________________________
Accepted:
WELLS FARGO NIKKO INVESTMENT ADVISORS
By:_______________________________
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund would reimburse
the Fund's distributor, Dreyfus Service Corporation (the
"Distributor"), for certain allocated expenses of providing
personal services and/or maintaining shareholder accounts. The
Plan is not to be adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the
fee under the Plan is intended to be a "service fee" as defined
in Article III, Section 26 (a "Service Fee"), of the NASD Rules
of Fair Practice (the "NASD Rules").
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use Fund assets for such purposes.
In voting to approve the implementation of such a plan,
the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall reimburse the Distributor an amount
not to exceed an annual rate of .25 of 1% of the value of the
Fund's average daily net assets attributable to each class of the
Fund's shares, for its allocated expenses of providing personal
services to shareholders of the respective class and/or
maintaining shareholder accounts; provided that, at no time,
shall the amount paid to the Distributor under this Plan,
together with amounts otherwise paid by the Fund as a Service Fee
under the NASD Rules, exceed the maximum amount then payable
under the NASD Rules as a Service Fee. The amount of such
reimbursement shall be based on an expense allocation methodology
prepared by the Distributor annually and approved by the Fund's
Board or on any other basis from time to time deemed reasonable
by the Fund's Board.
2. For the purposes of determining the fees payable
under this Plan, the value of the net assets attributable to each
class of Fund shares shall be computed in the manner specified in
the Fund's Articles of Incorporation for the computation of the
value of the Fund's net assets attributable to such a class.
3. The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
4. This Plan will become effective immediately upon
approval by a majority of the Board members, including a majority
of 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 this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on
the approval of this Plan.
5. This Plan shall continue until May 14, 1994,
unless earlier terminated in accordance with its terms, and
thereafter shall continue automatically for successive annual
periods ending on May 14 of each year, provided such continuance
is approved at least annually in the manner provided in
paragraph 4 hereof.
6. This Plan may be amended at any time by the Board,
provided that any material amendments of the terms of this Plan
shall become effective only upon approval as provided in
paragraph 4 hereof.
7. This Plan is terminable without penalty at any
time by vote of a majority of 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 this
Plan or in any agreements entered into in connection with this
Plan.
Adopted: August 11, 1993
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
EXHIBIT 10
September 20, 1989
Dreyfus Life and Annuity Index Fund, Inc.
666 Old Country Road
Garden City, New York 11530
Gentlemen:
We have acted as counsel to Dreyfus Life and Annuity Index Fund,
Inc. (the "Fund") in connection with the preparation of a
Registration Statement on Form N-1A, Registration No. 33-27172
(the "Registration Statement"), covering shares of Common Stock,
par value $.001 per share, of the Fund.
We have examined copies of the Articles of Incorporation and By-
Laws of the Fund, the Registration Statement and such other
corporate records and documents as we have deemed necessary for
the purpose of this opinion. We also have examined such other
documents, papers, statutes and authorities as we deemed
necessary to form a basis for the opinion hereinafter expressed.
In our examination of such material, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various
questions
of fact material to such opinion, we have relied upon statements
and certificates of officers and representatives of the Fund and
others.
Attorneys involved in the preparation of this opinion are
admitted only to the bar of the State of New York. As to
various
questions arising under the laws of the State of Maryland, we
have relied on the opinion of Messrs. Venable, Baetjer and
Howard, a copy of which is attached hereto. Qualifications set
forth in their opinion are deemed incorporated herein.
Based upon the foregoing, we are of the opinion that the shares
of Common Stock, par value $.001 per share, of the Fund to be
issued in accordance with the terms of the offering as set forth
in the Prospectus included as part of the Registration
Statement,
when so issued and paid for, will constitute validly authorized
and issued shares of Common Stock, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us in the
Prospectus included in the Registration Statement, and to the
filing of this opinion as an exhibit to any application made by
or on behalf of the Fund or any distributor or dealer in
connection with the registration and qualification of the Fund
or its Common Stock under the securities laws of any state or
jurisdiction. In giving such permission, we do not admit hereby
that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
[LETTERHEAD OF VENABLE, BAETJER AND HOWARD]
September 20, 1989
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
Re: Dreyfus Life and Annuity Index Fund, Inc.
Gentlemen:
We have acted as special Maryland counsel for Dreyfus
Life and Annuity Index Fund, Inc., a Maryland corporation (the
"Fund"), in connection with the organization of the Fund and the
issuance of shares of its Common Stock (the "Common Stock").
As Maryland counsel for the Fund, we are familiar with
its Charter and Bylaws. We have examined the Prospectus
included in its Registration Statement on Form N-1A,
substantially in the form in which it is to become effective
(the "Prospectus"), and have examined and relied upon such
corporate records of the Fund and other documents and
certificates as to factual matters as we have deemed to be
necessary to render the opinion expressed herein. We have
assumed without independent verification the genuineness of all
signatures and the conformity with originals of all documents
submitted to us as copies.
Based on such examination, we are of the opinion and
so advise you that:
1. The Fund is duly organized and validly existing
as a corporation in good standing under the laws
of the State of Maryland.
2. The 8,000 shares of presently issued and
outstanding Common Stock of the Fund have been
validly and legally issued and are fully paid and
nonassessable shares under the laws of the State
of Maryland.
3. The shares of Common Stock of the Fund to be
offered for sale pursuant to the Prospectus are
duly authorized and, when sold, issued and paid
for as contemplated by the Prospectus, will have
been validly and legally issued and will be fully
paid and nonassessable.
This letter expresses our opinion as to the Maryland
General Corporation Law governing matters such as due
organization and the authorization and issuance of stock, but
does not extend to the securities or "Blue Sky" laws of Maryland
or to federal securities or other laws.
You may rely upon our foregoing opinion in rendering
your opinion to the Fund which is to be filed as an exhibit to
the Registration Statement. We consent to the filing of this
opinion as an exhibit to the Registration Statement. We do not
thereby admit that we are "experts" as that term is used in the
Securities Act of 1933 and the regulations thereunder.
Very truly yours,
VENABLE, BAETJER AND HOWARD
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Dreyfus Life and Annuity Index Fund, Inc.:
We consent to the inclusion in Post-Effective Amendment No. 6 to
the Registration Statement of Dreyfus Life and Annuity Index Fund,
Inc. on Form N-1A (File No. 33-27172) of our report dated
February 10, 1994 on our audit of the financial statements and
financial highlights of the Fund, which report is included in
the Annual Report to Shareholders for the year ended December 31,
1993.
COOPERS & LYBRAND
New York, New York
April 18, 1994
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
Average annual total return computation from 12/31/92 through 12/31/93
based upon the following formula:
n
P( 1 + T ) = ERV
where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value as of 12/31/93 of a $1,000
hypothetical investment made on 12/31/92
1.00
1000( 1 + T ) = 1,093.33
T = 9.33%
============
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
Average annual total return computation from inception through 12/31/93
based upon the following formula:
n
P( 1 + T ) = ERV
where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value as of 12/31/93 of a $1,000
hypothetical investment made on 9/29/89 (inception)
4.258
1000( 1 + T ) = 1,499.31
T = 9.98%
==========
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
TOTAL RETURN COMPUTATION
Total return computation from inception through 12/31/93
based upon the following formula:
[ C + ( C x B ) ] - A
---------------------
T = A
where: A = NAV at beginning of period
B = Additional shares purchased through dividend reinvestment
C = NAV at end of period
T = Total return
T = [ 13.20 + ( 13.20 x 0.4198 ) ] - 12.50
--------------------------------------------
12.50
T = 49.93%
========
Other Exhibit (a)
POWER OF ATTORNEY
The person whose signature appears below on this Amendment to the
Registration Statement hereby constitutes and appoints Steven F. Newman
and Peter R. Guarino, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities (until revoked in writing) to sign any and all
amendments to the registration Statement (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
/s/ Joseph S. DiMartino President and Director 11/20/89
Joseph S. DiMartino
/s/ John J. Pyburn Treasurer 11/20/89
John J. Pyburn
/s/ David P. Feldman Director 11/20/89
David P. Feldman
/s/ Warren D. Manshel Director
Warren D. Manshel
/s/ Jack R. Meyer Director 11/20/89
Jack R. Meyer
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Mark N. Jacobs, Steven F. Newman and Michael A. Rosenberg, and
each of them, with full power to act without the other, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for his and in his name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to
the Registration Statement (including post-effective amendments and
amendments thereto) of Dreyfus Life and Annuity Index Fund, Inc., and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ John Szarkowski Director October 29, 1991
John Szarkowski
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Mark N. Jacobs, Steven F. Newman and Michael A. Rosenberg, and
each of them, with full power to act without the other, her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to
the Registration Statement (including post-effective amendments and
amendments thereto) of Dreyfus Life and Annuity Index Fund, Inc., and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Anne Wexler Director October 29, 1991
Anne Wexler
