DREYFUS GROWTH AND VALUE FUNDS, INC.
DREYFUS MIDCAP INDEX FUND
DREYFUS STOCK INDEX FUND
DREYFUS S&P 500 INDEX FUND
NOTICE OF MEETINGS OF STOCKHOLDERS
To the Stockholders:
Meetings of Stockholders of each investment company named
above (each, a "Fund" and, collectively, the "Funds") will be held at the
offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York,
New York, on Friday, July 26, 1996 at 10:00 a.m., for the following purposes:
1. To elect Board members to hold office until their
successors are duly elected and qualified.
2. To ratify the selection of the Fund's independent
auditors.
3. With respect to Dreyfus MidCap Index Fund, Dreyfus Stock
Index Fund and Dreyfus S&P 500 Index Fund only, to change a certain
fundamental policy and investment restriction.
4. To transact such other business as may properly
come before the meeting, or any adjournment or adjournments
thereof.
Stockholders of record at the close of business on May 31,
1996 will be entitled to receive notice of and to vote at the meeting.
By Order of the Board
John E. Pelletier
Secretary
New York, New York
<PAGE>
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| WE NEED YOUR PROXY VOTE IMMEDIATELY |
| |
| A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, |
| BUT IT IS VITAL. BY LAW, THE MEETING OF STOCKHOLDERS |
| OF EACH FUND WILL HAVE TO BE ADJOURNED WITHOUT |
| CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS |
| REPRESENTED. IN THAT EVENT, THE AFFECTED FUND WOULD |
| CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE |
| A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO |
| ENABLE THE FUND(S) TO HOLD THE MEETING(S) AS |
| SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD |
| IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS |
| WILL BENEFIT FROM YOUR COOPERATION.
--------------------------------------------------------------
<PAGE>
DREYFUS GROWTH AND VALUE FUNDS, INC.
DREYFUS MIDCAP INDEX FUND
DREYFUS STOCK INDEX FUND
DREYFUS S&P 500 INDEX FUND
COMBINED PROXY STATEMENT
MEETINGS OF STOCKHOLDERS
TO BE HELD ON FRIDAY, JULY 26, 1996
This proxy statement is furnished in connection with a
solicitation of proxies by the Board of each of Dreyfus Growth and Value Funds,
Inc. ("DGVF") and Dreyfus MidCap Index Fund ("DMIF"), Dreyfus Stock Index Fund
("DSIF") and Dreyfus S&P 500 Index Fund ("DSPIF," collectively, the "Index
Funds" and, together with DGVF, each, a "Fund" and, collectively, the "Funds")
to be used at the Meeting of Stockholders of each Fund to be held on Friday July
26, 1996 at 10:00 a.m., at the offices of The Dreyfus Corporation, 200 Park
Avenue, 7th Floor West, New York, New York, for the purposes set forth in the
accompanying Notice of Meetings of Stockholders. Stockholders of record at the
close of business on May 31, 1996 are entitled to be present and to vote at the
meeting. Stockholders are entitled to one vote for each Fund share held and
fractional votes for each fractional Fund share held. Stockholders can vote only
on matters affecting the Fund(s) of which they are stockholders. Shares
represented by executed and unrevoked proxies will be voted in accordance with
the specifications made thereon. If any enclosed form of proxy is executed and
returned, it nevertheless may be revoked by another proxy or by letter or
telegram directed to the relevant Fund, which must indicate the stockholder's
name and account number. To be effective, such revocation must be received prior
to the relevant Fund's meeting. In addition, any stockholder who attends a
meeting in person may vote by ballot at the relevant Fund meeting, thereby
canceling any proxy previously given.
As of May 1, 1996, the Funds had outstanding the following
number of shares:
Number of Shares
FUND OUTSTANDING
Dreyfus Growth and Value Funds, Inc. 6,348,455
Dreyfus MidCap Index Fund 7,488,900
Dreyfus Stock Index Fund 23,118,864
Dreyfus S&P 500 Index Fund 23,070,042
It is estimated that proxy materials will be mailed to
stockholders of record on or about June 7, 1996. The principal executive offices
of each Fund are located at 200 Park Avenue, New York, New York 10166. COPIES OF
EACH FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR BY CALLING TOLL- FREE 1-800-645-6561.
Stockholders of each Fund will vote as a single class and will
vote separately on each proposal on which stockholders of that Fund are entitled
to vote. If a proposal is approved by stockholders of one Fund and disapproved
by stockholders of any other Fund, the proposal will be implemented for the Fund
that approved the proposal and will not be implemented for any Fund that did not
approve the proposal. Therefore, it is essential that stockholders who own
shares in more than one Fund complete, date, sign and return EACH proxy card
they receive.
PROPOSAL 1. ELECTION OF BOARD MEMBERS
It is proposed that stockholders of each Fund consider the
election of the individuals listed below (the "Nominees") as Board members of
their Fund. Each Nominee has consented to being named in this proxy statement
and has agreed to serve as a Board member of the Funds if elected. Messrs.
DiMartino, Fraser, Houminer and Mahoney and Ms. Messinger currently serve as
Board members of DGVF. Messrs. DiMartino, Feldman, Meyer and Szarkowski and Ms.
Wexler currently serve as Board members of the Index Funds. Biographical
information about each Nominee is set forth below. Other relevant information is
set forth on Exhibit A.
<PAGE>
<TABLE>
<CAPTION>
Board
Name, Principal Occupation and Member
BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE SINCE
<S> <C> <C>
* JOSEPH S. DIMARTINO 52 DGVF -- 1995
DMIF -- 1995
Since January 1995, Chairman of the Board of various funds in DSIF -- 1995
the Dreyfus Family of Funds. For more than five year prior DSPIF -- 1995
he was President, a director and, until August 1994, Chief
Operating Officer of The Dreyfus Corporation ("Dreyfus"), each
Fund's investment adviser, and Executive Vice President and a
director of Dreyfus Service Corporation, a wholly-owned
subsidiary of Dreyfus and, until August 24, 1994, each Fund's
distributor. From August 1994 until December 31, 1994, he was a
director of Mellon Bank Corporation. He is also Chairman of the
Board of Directors of Noel Group, Inc., a venture capital
company; a trustee of Bucknell University; and a director of
The Muscular Dystrophy Association, HealthPlan Services
Corporation, Belding Heminway Company, Inc., a manufacturer and
marketer of industrial threads, specialty yarns, home
furnishings and fabrics, Curtis Industries, Inc., a national
distributor of security products, chemicals and automotive and
other hardware, and Staffing Resources, Inc.
JOHN M. FRASER, JR. 74 DGVF -- 1995
President of Fraser Associates, a service company for planning
and arranging corporate meetings and other events.
EHUD HOUMINER 55 DGVF -- 1993
Since July 1991, Professor and Executive-in-Residence at the
Columbia Business School, Columbia University. He was President
and Chief Executive Officer of Philip Morris USA, manufacturers
of consumer products, from December 1988 to September 1990. He
also is a Director of Avnet Inc.
DAVID J. MAHONEY 72 DGVF -- 1995
President of David Mahoney Ventures since 1983. From 1968 to
1983, he was Chairman and Chief Executive Officer of Norton
Simon Inc., a producer of consumer products and services. Mr.
Mahoney is also a director of National Health Laboratories
Inc., Bionaire Inc., and Good Samaritan Health Systems, Inc.
GLORIA MESSINGER 66 DGVF -- 1993
From 1981 to 1993, Managing Director and Chief Executive Officer
of ASCAP (American Society of Composers, Authors and
Publishers). She is a member of the Board of Directors of the
Yale Law School Fund and the Theater for a New Audience, Inc.,
was secretary of the ASCAP Foundation and served as a Trustee
of the Copyright Society of the United States. She is also a
Director of Jeffrey Company and 59 Wall Street Funds and a
member of numerous professional and civic organizations.
* DAVID P. FELDMAN 56 DMIF -- 1991
DSIF -- 1989
Corporate Vice President-Investment Management of AT&T. He is DSPIF -- 1989
also a trustee of Corporate Property Investors, a real estate
investment company.
JACK R. MEYER 50 DMIF -- 1991
DSIF -- 1989
President and Chief Executive Officer of Harvard Management DSPIF -- 1989
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.
JOHN SZARKOWSKI 70 DMIF -- 1991
DSIF -- 1991
Director Emeritus of the Department of Photography at The Museum DSPIF -- 1991
of Modern Art. Consultant in photography.
ANNE WEXLER 66 DMIF -- 1991
DSIF -- 1991
Chairman of the Wexler Group, consultants specializing in DSPIF -- 1991
government relations and public affairs. She is also a Director
of Alumax, Comcast Corporation, The New England Electric
System, and NOVA Corporation, and a member of the Board of the
Carter Center of Emory University, the Council of Foreign
Relations, the National Park Foundation, the Visiting Committee
of the John F. Kennedy School of Government at Harvard
University and the Board of Visitors of the University of
Maryland School of Public Affairs.
</TABLE>
__________________
* "Interested person" as defined in the
Investment Company Act of 1940, as amended (the "Act").
The persons named in the accompanying form of proxy intend to
vote each such proxy for the election of the Nominees, unless stockholders
specifically indicate on their proxies the desire to withhold authority to vote
for elections to office. It is not contemplated that any Nominee will be unable
to serve as a Board member for any reason, but if that should occur prior to the
meeting, the proxy holders reserve the right to substitute another person or
persons of their choice as nominee or nominees.
None of the Funds has a standing audit or compensation
committee or any committees performing similar functions. Each Fund has a
standing nominating committee comprised of its Board members who are not
"interested persons" of the Fund, the function of which is to select and
nominate all candidates who are not "interested persons" for election to the
Fund's Board. Board members and officers of a Fund, in the aggregate, as of May
3, 1996, owned less than 1% of such Fund's outstanding shares.
The Funds typically pay Board members an annual retainer and a
per meeting fee and reimburse them for their expenses. The Chairman of the Board
receives an additional 25% of such compensation. Emeritus Board members receive
an annual retainer and a per meeting fee of one-half of the amount paid to them
as Board members. For each Fund's most recent fiscal year, the number of Board
meetings that were held and the rate at which Board members are paid by the
Funds are set forth on Exhibit A. The Funds do not pay any other remuneration to
their officers and Board members.
The aggregate amount of compensation paid to each Board member
by a Fund for the Fund's most recent fiscal year and by all other funds in the
Dreyfus Family of Funds for which such person is a Board member (the number of
which is set forth in parenthesis next to each Board member's total
compensation) for the year ended December 31, 1995, were as follows:
<TABLE>
<CAPTION>
Total Compensation
Aggregate from Funds and
Name of Board Compensation fund complex paid
MEMBER AND FUND FROM EACH FUND* TO BOARD MEMBER
<S> <C> <C>
Joseph S. DiMartino $448,618 (94)
DGVF $3,476
DMIF $4,153
DSIF $4,153
DSPIF $4,153
David P. Feldman $85,631 (27)
DMIF $4,000
DSIF $4,000
DSPIF $4,000
John M. Fraser, Jr. $58,606 (12)
DGVF $4,513
Ehud Houminer $55,405 (12)
DGVF $4,013
David J. Mahoney $47,250 (14)
DGVF $0
Gloria Messinger $ 5,511 (1)
DGVF $4,513
John R. Meyer $21,875 (4)
DMIF $4,500
DSIF $4,500
DSPIF $4,500
John Szarkowski $21,875 (4)
DMIF $4,500
DSIF $4,500
DSPIF $4,500
Anne Wexler $26,329 (16)
DMIF $4,500
DSIF $4,500
DSPIF $4,500
- --------------------
* Amount does not include reimbursed expenses for attending Board meetings,
which, for all Board members as a group, amounted to $239, $602, $451 and
$507 for DGVF, DMIF, DSIF and DSPIF, respectively.
</TABLE>
REQUIRED VOTE
For each Fund, election of each of the Nominees requires the
affirmative vote of a plurality of the votes cast at the Fund's meeting.
PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Act requires that each Fund's independent auditors be
selected by a majority of those Board members who are not "interested persons"
(as defined in the Act) of the Fund and that the employment of such independent
auditors be conditioned on the right of the Fund, by vote of a majority of its
outstanding securities at any meeting called for that purpose, to terminate such
employment forthwith without penalty. The Board of each of DGVF and DMIF,
including a majority of its members who are not "interested persons" of such
Fund, approved the selection of Ernst & Young LLP for such Fund's current fiscal
year at a Board meeting held on the date set forth on Exhibit A. The Board of
each of DSPIF and DSIF, including a majority of its members who are not
"interested persons" of such Fund, approved the selection of Coopers & Lybrand
L.L.P. (Coopers & Lybrand L.L.P. together with Ernst & Young LLP referred to
collectively as the "Auditors") for such Fund's current fiscal year at a Board
meeting held on the date set forth on Exhibit A.
The selection by the Board of the Auditors as independent
auditors for the current fiscal year is submitted to the stockholders for
ratification. Apart from their fees as independent auditors and certain
consulting fees, neither the Auditors nor any of their partners have a direct,
or material indirect, financial interest in any Fund or Dreyfus.
The Auditors are major international independent accounting
firms, and have been the auditors of the respective Funds since each Fund's
inception. Each Fund's Board believes that the continued employment of the
services of the Auditors for the current fiscal year would be in the respective
Fund's best interests.
Representatives of the Auditors are expected to be present at
the meeting and will have the opportunity to make a statement and will be
available to respond to appropriate questions.
EACH FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF THE AUDITORS.
PROPOSAL 3. APPROVAL OF A CHANGE TO A CERTAIN FUNDAMENTAL POLICY AND
INVESTMENT RESTRICTION OF THE INDEX FUNDS
ONLY STOCKHOLDERS OF THE INDEX FUNDS VOTE ON THIS PROPOSAL.
The Act requires that a relatively limited number of
investment policies and restrictions be designated as fundamental policies which
may not be changed without stockholder approval. These policies relate to (a)
the classification and subclassification under the Act within which the Index
Funds may operate, (b) borrowing money, (c) issuing senior securities, (d)
engaging in the business of underwriting securities issued by other persons, (e)
concentrating investments in a particular industry or group of industries, (f)
purchasing and selling real estate or commodities and (g) making loans to other
persons. When the Index Funds were formed, each Fund's Board designated a number
of other policies as fundamental, in large part in response to certain state
regulatory, business or industry conditions that are no longer in effect. One
such policy concerns purchases of securities issued by unseasoned issuers. This
policy, which has been adopted by each Index Fund as a fundamental policy,
prohibits the Index Fund from purchasing securities of any company having less
than three years' continuous operations (including operations of any
predecessor) if such purchase would cause the value of such Index Fund's
investments in all such companies to exceed 5% of the value of the Index Fund's
total assets.
Accordingly, to give Dreyfus the full investment opportunities
the market affords and, in so doing, to afford it the investment flexibility to
permit the Index Funds to be competitive with other similar funds, each Index
Fund's Board recommends that the policy regarding purchases of securities issued
by unseasoned issuers be changed from a fundamental policy to a non-fundamental
policy. All other fundamental policies that currently exist for the Index Funds
would remain fundamental. Fundamental policies cannot be changed without
approval by the holders of a majority (as defined in the Act) of the outstanding
voting securities of a Fund, while non- fundamental policies may be changed by a
vote of a majority of the Fund's Board members at any time without stockholder
approval.
REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION
Approval of this proposal requires the affirmative vote of (a)
67% of the voting securities present at this meeting, if the holders of more
than 50% of the Fund's outstanding voting securities are present or represented
by proxy, or (b) more than 50% of the Fund's outstanding voting securities,
whichever is less.
EACH INDEX FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL.
ADDITIONAL INFORMATION
Dreyfus, located at 200 Park Avenue, New York, New York
10166, serves as each Fund's investment adviser.
Mellon Equity Associates, 500 Grant Street, Pittsburgh, PA
15258, serves as the index fund manager to each Index Fund.
Premier Mutual Fund Services, Inc. (the "Distributor"), with
principal offices at One Exchange Place, Boston, Massachusetts 02109, serves as
each Fund's distributor.
As of May 3, 1996, no stockholder was known by a Fund to be
the beneficial owner of more than 5% of the Fund's outstanding voting
securities.
OTHER MATTERS
If a proxy is properly executed and returned accompanied by
instructions to withhold authority to vote, represents a broker "non-vote" (that
is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares of a Fund on a particular matter with respect to which the broker or
nominee does not have discretionary power) or is marked with an abstention
(collectively, "abstentions"), the Fund's shares represented thereby will be
considered to be present at the meeting for purposes of determining the
existence of a quorum for the transaction of business. Under Maryland law,
abstentions do not constitute a vote "for" or "against" a matter and will be
disregarded in determining the "votes cast" on an issue. For this reason,
abstentions will have the effect of a "no" vote for the purpose of obtaining
requisite approval for Proposal 3.
In the event that a quorum is not present at the meeting, or
if a quorum is present but sufficient votes to approve Proposal 3 are not
received, the persons named as proxies may propose one or more adjournments of
the meeting to permit further solicitation of proxies on Proposal 3. In
determining whether to adjourn the meeting, the following factors may be
considered: the nature of the proposal, the percentage of votes actually cast,
the percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to stockholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those shares affected by the adjournment that are
represented at the meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to vote
"FOR" Proposal 3 in favor of such adjournments, and will vote those proxies
required to be voted "AGAINST" Proposal 3 against any adjournment. A quorum is
constituted with respect to the Index Funds by the presence in person or by
proxy of the holders of one-third or more of the outstanding shares entitled to
vote at the meeting.
Each Fund's Board is not aware of any other matters which may
come before the meeting. However, should any such matters with respect to one or
more Funds properly come before the meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the proxy in accordance with
their judgment on such matters.
Each Fund will bear its pro rata share of the cost of
soliciting proxies. In addition to the use of the mails, proxies may be
solicited personally, by telephone or by telegraph, and each Fund may pay
persons holding shares of a Fund in their names or those of their nominees for
their expenses in sending soliciting materials to their principals.
Unless otherwise required under the Act, ordinarily it will
not be necessary for a Fund to hold annual meetings of stockholders. As a
result, a Fund's stockholders will not consider each year the election of Board
members or the appointment of auditors. However, a Fund's Board will call a
meeting of its stockholders for the purpose of electing Board members if, at any
time, less than a majority of the Board members then holding office have been
elected by stockholders. Under the Act, stockholders of record of not less than
two-thirds of a Fund's outstanding shares may remove Board members of such Fund
through a declaration in writing or by vote cast in person or by proxy at a
meeting called for that purpose. Under each Fund's By-Laws, the Board members
are required to call a meeting of stockholders for the purpose of voting upon
the question of removal of any such Board members when requested in writing to
do so by the stockholders of record of not less than 10% of such Fund's
outstanding shares. Stockholders wishing to submit proposals for inclusion in a
Fund's proxy statement for a subsequent stockholder meeting should send their
written submissions to the principal executive offices of the Fund at 200 Park
Avenue, New York, New York 10166, Attention: General Counsel.
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the appropriate Fund, in care of Dreyfus
Transfer, Inc., a wholly-owned subsidiary of Dreyfus, Attention: Dreyfus Growth
and Value Funds, Inc., Dreyfus MidCap Index Fund, Dreyfus Stock Index Fund and
Dreyfus S&P 500 Index Fund as the case may be, P.O. Box 9671, Providence, Rhode
Island 02940-9671, whether other persons are the beneficial owners of the shares
for which proxies are being solicited, and if so, the number of copies of the
proxy statement and other soliciting material you wish to receive in order to
supply copies to the beneficial owners of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: June 7, 1996
<PAGE>
EXHIBIT A
PART I
Part I sets forth information relevant to the current Board,
auditors and share ownership for the Funds.
PERTAINING TO THE BOARD
o Number of Board, and where applicable committee, meetings held by each Fund
during the last fiscal year: Four
o Board members, if any, attending fewer than 75% of all Board and committee
meetings held in the last fiscal year during the period the Board member
was in office: None
o Rate at which Board members are paid (annual retainer/per meeting fee):
$2,500/$500 by each Index Fund $5,000/$500 by DGVF
PERTAINING TO AUDITORS
o Date Board last approved Auditors:
DGVF -- September 14, 1995
DMIF -- November 9, 1995
DSIF -- February 2, 1996
DSPIF -- November 9, 1995
<PAGE>
PART II
Part II sets forth information relevant to the executive
officers of each Fund and Fund share ownership of officers, Board members and
Nominees:
<TABLE>
<CAPTION>
Name and Position Principal Occupation and Business
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
<S> <C> <C>
MARIE E. CONNOLLY 38 President, Chief Executive Officer and a director
President and Treasurer of the Distributor and an officer of other investment
companies advised or administered by Dreyfus. From
December 1991 to July 1994, she was President and
Chief Compliance Officer of Funds Distributor,
Inc., the ultimate parent of which is Boston
Institutional Group, Inc. Prior to December 1991,
she served as Vice President and Controller, and later as
Senior Vice President, of The Boston Company Advisors, Inc.
JOHN E. PELLETIER 31 Senior Vice President and General Counsel
Vice President and Secretary of the Distributor and an officer of
other investment companies advised or administered
by Dreyfus. From February 1992 to July 1994,
he served as Counsel for The Boston Company
Advisors, Inc. From August 1990 to February 1992,
he was employed as an Associate at Ropes & Gray.
FREDERICK C. DEY 34 Senior Vice President of the Distributor and an
Vice President and Assistant Treasurer officer of other investment companies advised or
administered by Dreyfus. From 1988 to August 1994,
he was manager of the High Performance Fabric
Division of Springs Industries Inc.
ERIC B. FISCHMAN 31 Associate General Counsel of the Distributor and
Vice President and Assistant Secretary an officer of other investment companies advised or
administered by Dreyfus. From September 1992 to
August 1994, he was an attorney with the Board of
Governors of the Federal Reserve System.
ELIZABETH BACHMAN 26 Assistant Vice President of the Distributor and
Vice President and an officer of other investment companies adivsed
Assistant Secretary or administered by Dreyfus.
administered by Dreyfus.
JOSEPH S. TOWER, III 33 Senior Vice President, Treasurer and
Assistant Treasurer Chief Financial Officer of the
Distributor and an officer of other
investment companies advised or
administered by Dreyfus. From July
1988 to August 1994, he was employed
by The Boston Company, Inc. where he
held various management positions in
the Corporate Finance and Treasury
areas.
JOHN J. PYBURN 60 Assistant Treasurer of the Distributor
Assistant Treasurer and an officer of other investment
companies advised or administered by
Dreyfus. From 1984 to July 1994, he
was Assistant Vice President in the
Mutual Fund Accounting Department of
Dreyfus.
MARGARET PARDO 27 Legal Assistant with the Distributor and
Assistant Secretary an officer of other investment companies
advised or administered by Dreyfus. From
June 1992 to April 1995, she was a Medical
Coordination Officer at ORBIS International.
Prior to June 1992, she worked as a Program
Coordinator at Physicians World Communications Group.
</TABLE>
The address of each officer of the Fund is 200 Park Avenue,
New York, New York 10166.
The following table presents certain information for each Fund
regarding the beneficial ownership of its shares as of May 3, 1996 by each
officer, Board member and Nominee of the Fund owning shares on such date. In
each case, such amount constitutes less than 1% of the Fund's outstanding
shares.
<TABLE>
<CAPTION>
Name of Officer or Number
NAME OF FUND BOARD MEMBER/NOMINEE OF SHARES
<S> <C> <C>
DGVF Gloria Messinger
Dreyfus Large Company
Growth Series 995.524
Dreyfus Large Company
Value Series l,164.313
Dreyfus Small Company
Value Series 2,237.783
DGVF Joseph S. DiMartino
Dreyfus Emerging Leaders
Series 686.755
</TABLE>
<PAGE>
DREYFUS GROWTH AND VALUE FUNDS, INC.
The undersigned stockholder of DREYFUS GROWTH AND VALUE FUNDS,
INC. hereby appoints Steven F. Newman and Todd Lebo and each of them, the
attorneys and proxies of the undersigned, with full power of substitution, to
vote, as indicated herein, all of the shares of DREYFUS GROWTH AND VALUE FUNDS,
INC. standing in the name of the undersigned at the close of business on May 31,
1996 at a Meeting of Stockholders to be held at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor West, New York, New York, commencing at
10:00 a.m. on Friday, July 26, 1996, and at any and all adjournments thereof,
with all of the powers the undersigned would possess if then and there
personally present and especially (but without limiting the general
authorization and power hereby given) to vote as indicated on the proposals, as
more fully described in the Proxy Statement for the meeting.
Please mark boxes in blue or black ink.
1. Election of Additional Board Members.
---- ---- ----
/ / FOR All / / WITHHOLD authority only / / WITHHOLD
- --- Nominees ---- for those Nominee(s) ---- authority for
whose name(s) I have ALL Nominees
written below
Nominees are: Joseph S. DiMartino, John M. Fraser, Jr., Ehud
Houminer, David J. Mahoney, Gloria Messinger, David P. Feldman, Jack R. Meyer,
John Szarkowski and Anne Wexler
- --------------------------------------------------------------
2. To ratify the selection of the Fund's independent auditors.
---- ---- ----
/ / FOR / / AGAINST / / ABSTAIN
---- ---- ----
3. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting, or any
adjournment(s) thereof.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE
PROPOSALS UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as name or
names appearing on this proxy. If shares are
held jointly, each holder should sign. If
signing is by attorney, executor,
administrator, trustee or guardian, please
give full title.
DATED: _______________, 1996
_________________________
Signature(s)
________________________
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
<PAGE>
DREYFUS MIDCAP INDEX FUND
The undersigned stockholder of DREYFUS MIDCAP INDEX FUND
hereby appoints Steven F. Newman and Todd Lebo and each of them, the attorneys
and proxies of the undersigned, with full power of substitution, to vote, as
indicated herein, all of the shares of DREYFUS MIDCAP INDEX FUND standing in the
name of the undersigned at the close of business on May 31, 1996 at a Meeting of
Stockholders to be held at the offices of The Dreyfus Corporation, 200 Park
Avenue, 7th Floor West, New York, New York, commencing at 10:00 a.m. on Friday,
July 26, 1996, and at any and all adjournments thereof, with all of the powers
the undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.
Please mark boxes in blue or black ink.
1. Election of Additional Board Members.
---- ---- ----
/ / FOR All / / WITHHOLD authority only / / WITHHOLD
- --- Nominees ---- for those Nominee(s) ---- authority for
whose name(s) I have ALL Nominees
written below
Nominees are: Joseph S. DiMartino, John M. Fraser, Jr., Ehud
Houminer, David J. Mahoney, Gloria Messinger, David P. Feldman, Jack R. Meyer,
John Szarkowski and Anne Wexler
- --------------------------------------------------------------
2. To ratify the selection of the Fund's independent auditors.
---- ---- ----
/ / FOR / / AGAINST / / ABSTAIN
---- ---- ----
3. To change a certain fundamental policy and investment
restriction of the Fund.
---- ---- ----
/ / FOR / / AGAINST / / ABSTAIN
---- ---- ----
4. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting, or any
adjournment(s) thereof.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE
PROPOSALS UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as name or
names appearing on this proxy. If shares are
held jointly, each holder should sign. If
signing is by attorney, executor,
administrator, trustee or guardian, please
give full title.
DATED:________________, 1996
_________________________
Signature(s)
________________________
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
<PAGE>
DREYFUS STOCK INDEX FUND
The undersigned stockholder of DREYFUS STOCK INDEX FUND hereby
appoints Steven F. Newman and Todd Lebo and each of them, the attorneys and
proxies of the undersigned, with full power of substitution, to vote, as
indicated herein, all of the shares of DREYFUS STOCK INDEX FUND standing in the
name of the undersigned at the close of business on May 31, 1996 at a Meeting of
Stockholders to be held at the offices of The Dreyfus Corporation, 200 Park
Avenue, 7th Floor West, New York, New York, commencing at 10:00 a.m. on Friday,
July 26, 1996, and at any and all adjournments thereof, with all of the powers
the undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.
Please mark boxes in blue or black ink.
1. Election of Additional Board Members.
---- ---- ----
/ / FOR All / / WITHHOLD authority only / / WITHHOLD
- --- Nominees ---- for those Nominee(s) ---- authority for
whose name(s) I have ALL Nominees
written below
Nominees are: Joseph S. DiMartino, John M. Fraser, Jr., Ehud
Houminer, David J. Mahoney, Gloria Messinger, David P. Feldman, Jack R. Meyer,
John Szarkowski and Anne Wexler
- --------------------------------------------------------------
2. To ratify the selection of the Fund's independent
auditors.
---- ---- ----
/ / FOR / / AGAINST / / ABSTAIN
---- ---- ----
3. To change a certain fundamental policy and investment
restriction of the Fund.
---- ---- ----
/ / FOR / / AGAINST / / ABSTAIN
---- ---- ----
4. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting, or any
adjournment(s) thereof.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE
PROPOSALS UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as name or
names appearing on this proxy. If shares are
held jointly, each holder should sign. If
signing is by attorney, executor,
administrator, trustee or guardian, please
give full title.
DATED:________________, 1996
_______________________
Signature(s)
______________________
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
<PAGE>
DREYFUS S&P 500 INDEX FUND
The undersigned stockholder of DREYFUS S&P 500 INDEX FUND
hereby appoints Steven F. Newman and Todd Lebo and each of them, the attorneys
and proxies of the undersigned, with full power of substitution, to vote, as
indicated herein, all of the shares of DREYFUS S&P 500 INDEX FUND standing in
the name of the undersigned at the close of business on May 31, 1996 at a
Meeting of Stockholders to be held at the offices of The Dreyfus Corporation,
200 Park Avenue, 7th Floor West, New York, New York, commencing at 10:00 a.m. on
Friday, July 26, 1996, and at any and all adjournments thereof, with all of the
powers the undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.
Please mark boxes in blue or black ink.
1. Election of Additional Board Members.
---- ---- ----
/ / FOR All / / WITHHOLD authority only / / WITHHOLD
- --- Nominees ---- for those Nominee(s) ---- authority for
whose name(s) I have ALL Nominees
written below
Nominees are: Joseph S. DiMartino, John M. Fraser, Jr., Ehud
Houminer, David J. Mahoney, Gloria Messinger, David P. Feldman, Jack R. Meyer,
John Szarkowski and Anne Wexler
- --------------------------------------------------------------
2. To ratify the selection of the Fund's independent
auditors.
---- ---- ----
/ / FOR / / AGAINST / / ABSTAIN
---- ---- ----
3. To change a certain fundamental policy and investment
restriction of the Fund.
---- ---- ----
/ / FOR / / AGAINST / / ABSTAIN
---- ---- ----
4. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting, or any
adjournment(s) thereof.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE
PROPOSALS UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as name or
names appearing on this proxy. If shares are
held jointly, each holder should sign. If
signing is by attorney, executor,
administrator, trustee or guardian, please
give full title.
DATED:________________, 1996
__________________________
Signature(s)
__________________________
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
