File No. 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. 11 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 11 [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
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
on (DATE) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(1)
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X on May 1, 1999 pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (DATE) pursuant to paragraph (a)(2) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
----
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DREYFUS STOCK INDEX FUND
Investing in the stocks included in the S&P 500 Index.
PROSPECTUS May 1, 1999
DREYFUS [LOGO]
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
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CONTENTS
THE FUND
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Goal/Approach
Main Risks
Past Performance
Expenses
Management
Financial Highlights
BUY/SELL SHARES
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Account Policies
Distributions and Taxes
FOR MORE INFORMATION
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Information on the fund's recent strategies and
holdings can be found in the current
annual/semiannual report. See back cover.
Shares of the fund are offered only to separate accounts established by
insurance companies to fund variable annuity contracts ("VA contracts") and
variable life insurance policies ("VLI policies") and to qualified pension and
retirement plans and accounts permitting accumulation of assets on a
tax-deferred basis ("Eligible Plans"). Individuals may not purchase shares
directly from the fund. 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.
The investment objective and policies of the fund may be similar to other funds
managed by the investment advisers. However, the investment results of the fund
may be higher or lower than, and may not be comparable to, such other funds.
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DREYFUS STOCK INDEX FUND THE FUND
Ticker Symbol: xxxx
[ICON] GOAL/APPROACH
The fund seeks to match the total return of the Standard & Poor's 500 Composite
Stock Price Index. To pursue this goal, the fund generally invests in all 500
stocks in the S&P 500(R) Index in proportion to their weighting in the index.
The S&P 500 is an unmanaged index of 500 common stocks chosen to reflect the
industries of the U.S. economy and is often considered a proxy for the stock
market in general. Each stock is weighted by its market capitalization, which
means larger companies have greater representation in the index than smaller
ones. The fund may also use stock index futures as a substitute for the sale or
purchase of securities.
[LEFT SIDE BAR]
CONCEPTS TO UNDERSTAND
INDEX FUNDS: mutual funds that are designed to match the performance of an
underlying benchmark index. To replicate index performance, the manager uses a
passive management approach and purchases all or a representative sample of the
stocks comprising the benchmark index. Because the fund has expenses,
performance will tend to be slightly lower than that of the target benchmark.
The fund attempts to have a correlation between its performance and that of the
S&P 500 Index of at least .95 before expenses. A correlation of 1.00 would mean
that the fund and the index were perfectly correlated.
[ICON] MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.
Because different types of stocks tend to shift in and out of favor depending on
market and economic conditions, the fund's performance may sometimes be lower or
higher than that of other types of funds.
The fund uses an indexing strategy. It does not attempt to manage market
volatility, use defensive strategies or reduce the effects of any long-term
periods of poor stock performance.
The correlation between fund and index performance may be affected by the fund's
expenses, changes in securities markets, changes in the composition of the
index, the size of the fund's portfolio and the timing of purchases and
redemptions of fund shares.
The fund may invest in stock index futures, which could carry additional risks
such as losses due to unanticipated market price movements, and could also
reduce the opportunity for gain.
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[SIDE BAR]
CONCEPTS TO UNDERSTAND
Standard & Poor's(R), S&P(R), Standard & Poor's 500(R) and S&P 500(R) are
trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by
the fund. The fund is not sponsored, endorsed, sold or promoted by Standard &
Poor's, and Standard & Poor's makes no representation regarding the advisability
of investing in the fund.
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[ICON] PAST PERFORMANCE
PERFORMANCE INFORMATION FOR THE FUND DOES NOT REFLECT CHARGES IMPOSED BY
PARTICIPATING INSURANCE COMPANIES UNDER THEIR VA CONTRACTS OR VLI POLICIES OR
ANY CHARGES IMPOSED BY ELIGIBLE PLANS. INCLUSION OF THESE CHARGES WOULD REDUCE
THE TOTAL RETURN FOR THE PERIODS SHOWN. VA CONTRACT HOLDERS, VLI POLICY HOLDERS
AND ELIGIBLE PLAN PARTICIPANTS SHOULD CONSIDER THESE CHARGES WHEN EVALUATING THE
PERFORMANCE OF THE FUND AND COMPARING IT TO THE PERFORMANCE OF OTHER MUTUAL
FUNDS. VA CONTRACT HOLDERS AND VLI POLICY HOLDERS SHOULD CONSULT THE PROSPECTUS
FOR THEIR CONTRACT OR POLICY AND ELIGIBLE PLAN PARTICIPANTS SHOULD CONTACT THEIR
PLAN ADMINISTRATOR OR TRUSTEE FOR INFORMATION ON ANY SUCH CHARGES.
The two tables to the right show the fund's annual returns and its long-term
performance. The first table shows how the fund's performance has varied from
year to year. The second table compares the performance of the fund over time to
that of the S&P 500 Index. Both tables assume the reinvestment of dividends and
distributions. Of course, the past is not a prediction of the future.
Year-by-year total return AS OF 12/31 EACH YEAR (%)
[To be provided by amendment]
Best Quarter: Q______ ______%
Worst Quarter: Q______ ______%
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Average annual total return AS OF 12/31/98
INCEPTION
1 YEAR 5 YEARS (9/29/89)
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Fund ___% ___% ___%
S&P 500 ___% ___% ___%*
* For comparative purposes, the value of the index on 9/__/89 is used as the
beginning value on 9/29/89.
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[SIDE BAR]
WHO ARE THE SHAREHOLDERS
The participating insurance companies and their separate accounts and the
Eligible Plans are the shareholders of the fund. From time to time, a
shareholder may own a substantial number of fund shares the sale of which would
adversely affect the fund's net asset value per share (NAV).
WHAT THIS FUND IS AND ISN'T
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in the fund is not a bank deposit. It is not insured or guaranteed
by the FDIC or any other government agency. It is not a complete investment
program. You could lose money in this fund, but you also have the potential to
make money.
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[ICON] EXPENSES
As an investor, you pay certain fees and expenses in connection with the
portfolio, which are described in the table below. Annual portfolio operating
expenses are paid out of portfolio assets, so their effect is included in the
portfolio's share price. The information in the table does not reflect account
fees and charges to separate accounts or related VA contracts and VLI policies
that may be imposed by participating insurance companies or any charges imposed
by Eligible Plans.
ANNUAL FUND OPERATING EXPENSES
AS A % OF AVERAGE DAILY NET
ASSETS
Management fees 0.245%
Shareholder services fee ____%
Other expenses ____%
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TOTAL ____%
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EXPENSE EXAMPLE
1 year.............................. $___
3 years............................. $___
5 years............................. $___
10 years............................ $___
This example shows what an investor could pay in expenses over time. It uses the
same hypothetical conditions other funds use in their prospectuses: $10,000
initial investment, 5% total return each year and no changes in expenses. The
figures shown would be the same whether investors sold their shares at the end
of a period or kept them. Because actual returns and expenses will be different,
the example is for comparison only.
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[LEFT SIDE BAR]
CONCEPTS TO UNDERSTAND
MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.
SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse Dreyfus Service
Corporation for shareholder account service and maintenance.
OTHER EXPENSES: fees paid by the portfolio for miscellaneous items such as
transfer agency, professional and registration fees.
<PAGE>
[ICON] MANAGEMENT
The manager of the fund is The Dreyfus Corporation, 200 Park Avenue, New York,
New York 10166. Founded in 1947, Dreyfus manages one of the nation's leading
mutual fund complexes, with more than $121 billion in over 160 mutual fund
portfolios. Dreyfus is the primary mutual fund business of Mellon Bank
Corporation, a broad-based financial services company with a bank at its core.
With more than $350 billion of assets under management and $1.7 trillion of
assets under administration and custody, Mellon provides a full range of
banking, investment and trust products and services to individuals, businesses
and institutions. Its mutual fund companies place Mellon as the leading bank
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, Dreyfus
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.
Dreyfus has engaged Mellon Equity Associates, an affiliate of Dreyfus, to serve
as the fund's index fund manager. Mellon Equity, 500 Grant Street, Pittsburgh,
Pennsylvania 15288, managed approximately $____ billion in assets and provided
investment advisory services for two other investment companies having aggregate
assets of approximately $___ million as of December 31, 1998.
[SIDE BAR]
CONCEPTS TO UNDERSTAND
YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.
Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which the fund invests may be
adversely affected by year 2000-related problems. This could have an impact on
the value of the fund's investments and its share price.
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[ICON] FINANCIAL HIGHLIGHTS
The following table describes the fund's performance for the fiscal periods
indicated. "Total return" shows how much your investment in the fund would have
increased (or decreased) during each period, assuming you had reinvested all
dividends and distributions. These figures have been independently audited by
_________, whose report, along with the fund's financial statements, is included
in the annual report. The total investment return information set forth below
does not reflect certain expenses charged the separate accounts or related VA
contracts and VLI policies by the participating insurance companies or any
charges imposed by Eligible Plans, the inclusion of which would reduce the
fund's total investment return for each year indicated.
[To be provided by amendment]
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[ICON] ACCOUNT POLICIES
BUYING SHARES
Fund shares are offered only to separate accounts of participating insurance
companies and Eligible Plans. Individuals may not purchase shares directly from
the fund. VA contract holders and VLI policy holders should consult the
applicable prospectus of the separate account of the participating insurance
company and Eligible Plan participants should consult the Plan's administrator
or trustee for more information about buying fund shares.
The price for fund shares is the fund's NAV, which is generally calculated as of
the close of trading on the New York Stock Exchange (usually 4:00 p.m. Eastern
time) every day the exchange is open. Purchase orders from separate accounts
received in proper form by the participating insurance company or from Eligible
Plans on a given business day are priced at the NAV calculated on such day,
provided that the order and Federal Funds (monies of member banks within the
Federal Reserve System which are held on deposit at a Federal Reserve Bank) in
the net amount of such order are received by the fund in proper form on the next
business day. The participating insurance company or Eligible Plan administrator
or trustee is responsible for properly transmitting purchase orders and Federal
Funds.
The fund's investments are generally valued based on market value, or where
market quotations are not readily available, based on fair value as determined
in good faith by the fund's board.
SELLING SHARES
Fund shares may be sold (redeemed) at any time by the separate accounts of the
participating insurance companies or by Eligible Plans. Individuals may not
place sell orders directly with the fund. Redemption orders from separate
accounts received in proper form by the participating insurance company or from
Eligible Plans on a given business day are priced at the NAV calculated on such
day, provided that the orders are received by the fund in proper form on the
next business day. The participating insurance company or Eligible Plan
administrator or trustee is responsible for properly transmitting redemption
orders. VA contract holders and VLI policy holders should consult the applicable
prospectus of the separate account of the participating insurance company and
Eligible Plan participants should consult the Plan's administrator or trustee
for more information about selling fund shares.
[SIDE BAR]
To maximize the fund's ability to track the S&P 500 Index, shareholders are
urged to transmit redemption requests so that they may be received by the fund
or its authorized agent prior to 12:00 noon Eastern time on the day the
shareholder wants the request to be effective.
<PAGE>
[ICON] DISTRIBUTIONS AND TAXES
The fund generally pays dividends from its net investment income quarterly, and
distributes any net capital gains that it has realized once a year.
Distributions will be reinvested in additional shares of the fund unless
instructed otherwise by a participating insurance company or Eligible Plan.
Since the fund's shareholders are the participating insurance companies and
their separate accounts and the Eligible Plans, the tax treatment of dividends
and distributions will depend on the tax status of the participating insurance
company or Eligible Plan. Accordingly, no discussion is included as to the
federal income tax consequences to VA contract holders, VLI policy holders and
Eligible Plan participants. For this information, VA contract holders and VLI
policy holders should consult the applicable prospectus of the separate account
of the participating insurance company and Eligible Plan participants should
consult the Plan's administrator or trustee.
Participating insurance companies and Eligible Plans should consult their tax
advisers about federal, state and local tax consequences.
<PAGE>
FOR MORE INFORMATION
DREYFUS STOCK INDEX FUND
SEC file number: 811-5719
More information on this fund is available free upon request, including the
following:
ANNUAL/SEMIANNUAL REPORT
Describes the fund's performance, lists portfolio holdings and contains a
letter from the fund manager discussing recent market conditions, economic
trends and fund strategies that significantly affected the fund's performance
during the last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI)
Provides more details about the fund and its policies. A current SAI is on
file with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
[SIDE BAR]
TO OBTAIN INFORMATION:
BY TELEPHONE
Call 1-800-___-____
BY MAIL Write to:
The Dreyfus Family of Funds
Attn: Institutional Servicing
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
BY E-MAIL Send your request to [email protected]
ON THE INTERNET Text-only versions of fund documents can be viewed
online or downloaded from:
SEC
http://www.sec.gov
DREYFUS
http://www.dreyfus.com
You can also obtain copies by visiting the SEC's Public Reference Room
in Washington, DC (phone 1-800-SEC-0330) or by sending your request
and a duplicating fee to the SEC's Public Reference Section,
Washington, DC 20549-6009.
(C) 1999, Dreyfus Service Corporation
<PAGE>
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DREYFUS STOCK INDEX FUND
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1999
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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, 1999, as it may be revised
from time to time. To obtain a copy of the Fund's Prospectus, please write to
the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or call
(516) 338-3300:
Shares of the Fund are offered only to variable annuity and variable life
insurance separate accounts established by insurance companies ("Participating
Insurance Companies") to fund variable annuity contracts and variable life
insurance policies (collectively, "Policies") and qualified pension and
retirement plans and accounts permitting accumulation of assets on a tax-
deferred basis (collectively, "Eligible Plans") outside the separate account
context.
The Fund's most recent Annual Report and Semi-Annual Report to Shareholders
are separate documents supplied with this Statement of Additional Information,
and the financial statements, accompanying notes and report of independent
auditors appearing in the Annual Report are incorporated by reference into this
Statement of Additional Information.
TABLE OF CONTENTS
PAGE
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Description of the Fund.................................................B-2
Management of the Fund..................................................B-8
Management Arrangements.................................................B-12
How to Buy Shares.......................................................B-15
Shareholder Services Plan...............................................B-16
How to Redeem Shares....................................................B-16
Determination of Net Asset Value........................................B-17
Dividends, Distributions and Taxes......................................B-18
Portfolio Transactions..................................................B-20
Performance Information.................................................B-21
Information About the Fund..............................................B-21
Counsel and Independent Accountants.....................................B-23
Appendix............................................................. ..B-24
<PAGE>
DESCRIPTION OF THE FUND
The Fund is a Maryland corporation formed on January 24, 1989 that
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 Dreyfus Corporation ("Dreyfus") serves as the Fund's manager. Dreyfus
has engaged its affiliate, Mellon Equity Associates ("Mellon Equity"), to serve
as the Fund's index fund manager and provide day-to-day management of the Fund's
investments. Dreyfus and Mellon Equity are referred to collectively as the
"Advisers."
Premier Mutual Fund Services, Inc. (the "Distributor") serves as the
distributor of the Fund's shares.
CERTAIN PORTFOLIO SECURITIES
The following information supplements and should be read in conjunction
with the Fund's Prospectus. When the Fund has cash reserves, it may invest in
the securities described below.
U.S. GOVERNMENT SECURITIES. Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury securities
that differ in their interest rates, maturities and times of issuance. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury; others
by discretionary authority of the U.S. Government to purchase certain
obligations from the agency or instrumentality; and others only by the credit of
the agency or instrumentality. These securities bear fixed, floating or variable
rates of interest. While the U.S. Government provides financial support for such
U.S. Government-sponsored agencies and instrumentalities, no assurance can be
given that it will always do so since it is not so obligated by law.
REPURCHASE AGREEMENTS. In a repurchase agreement, the Fund buys, and the
seller agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. 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. Repurchase agreements could involve risks in
the event of a default or insolvency of the other party to the agreement,
including possible delays or restrictions upon the Fund's ability to dispose of
the underlying securities. 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 $1 billion, 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.
BANK OBLIGATIONS. The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, the Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven days)
at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation of a
bank to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and the drawer to pay the face amount of the
instruments upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER. 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 at least Prime-1 by Moody's Investors Service,
Inc. ("Moody's") or A-1 by Standard & Poor's Ratings Group ("S&P"), (b) issued
by companies having an outstanding unsecured debt issue currently rated at least
Aa by Moody's or at least AA- by S&P, or (c) if unrated, determined by the
Advisers to be of comparable quality to those rated obligations which may be
purchased by the Fund.
INVESTMENT TECHNIQUES
The following information supplements and should be read in conjunction
with the Fund's Prospectus.
GENERAL. The Fund will attempt to achieve a correlation between the
performance of its portfolio and that of the Standard & Poor's 500 Composite
Stock Price Index (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
S&P and the timing of purchases and redemptions. In the future, the Fund's
Board, 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.
BORROWING MONEY. The Fund is permitted to borrow money only for temporary
or emergency (not leveraging) purposes, in an amount up to 5% of the value of
its 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.
LENDING PORTFOLIO SECURITIES. The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to borrow
securities to complete certain transactions. The Fund continues to be entitled
to payments in amounts equal to the interest, dividends or other distributions
payable on the loaned securities which affords the Fund an opportunity to earn
interest on the amount of the loan and on the loaned securities' collateral.
Loans of portfolio securities may not exceed 30% of the value of the Fund's
total assets, and the Fund will receive collateral consisting of cash, U.S.
Government securities or irrevocable letters of credit which will be maintained
at all times in an amount equal to at least 100% of the current market value of
the loaned securities. Such loans are terminable by the Fund 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. In connection with its securities lending transactions, 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.
DERIVATIVES. The Fund may invest in derivatives in anticipation of taking a
market position when, in the opinion of the Advisers, available cash balances do
not permit an economically efficient trade in the cash market. Derivatives may
provide a cheaper, quicker or more specifically focused way for the Fund to
invest than "traditional" securities would.
Derivatives can be volatile and involve various types and degrees of risk,
depending upon the characteristics of the particular derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
Derivatives may entail investment exposures that are greater than their
cost would suggest, meaning that a small investment in derivatives could have a
large potential impact on the Fund's performance.
If the Fund invests in derivatives at inopportune times or judges market
conditions incorrectly, such investments may lower the Fund's return or result
in a loss. The Fund also could experience losses if its derivatives were poorly
correlated with its other investments, or if the Fund were unable to liquidate
its position because of an illiquid secondary market. The market for many
derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid and unpredictable changes in the prices for
derivatives.
Although the Fund will not be a commodity pool, certain derivatives subject
the Fund to the rules of the Commodity Futures Trading Commission which limit
the extent to which the Fund can invest in such derivatives. The Fund may invest
in stock index futures contracts for hedging purposes without limit. However,
the Fund may not invest in such contracts for other purposes if the sum of the
amount of initial margin deposits, other than for bona fide hedging purposes,
exceeds 5% of the liquidation value of the Fund's assets, after taking into
account unrealized profits and unrealized losses on such contracts.
STOCK INDEX FUTURES. The derivatives the Fund may use include stock index
futures. A stock index future obligates the Fund to pay or receive an amount of
cash equal to a fixed dollar amount specified in the futures contract multiplied
by the difference between the settlement price of the contract on the contract's
last trading day and the value of the index based on the stock prices of the
securities that comprise it at the opening of trading in such securities on the
next business day. 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.
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.
In connection with its futures transactions, the Fund may be required to
set aside in a segregated account permissible liquid assets in an amount equal
to the market value of the underlying commodity less any amount deposited as
margin.
INVESTMENT CONSIDERATIONS AND RISKS
FOREIGN SECURITIES. 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
possible adverse political and economic developments, seizure or nationalization
of foreign deposits or adoption of governmental restrictions which might
adversely affect or restrict the payment of principle and interest on the
foreign securities to investors located outside the country of the issuer,
whether from currency blockage or otherwise.
SIMULTANEOUS INVESTMENTS. Investment decisions for the Fund are made
independently from those of the other investment companies or accounts advised
by Dreyfus or Mellon Equity. If, however, such other investment companies or
accounts desire to invest in, or dispose of, the same securities as the Fund,
available investments or opportunities for sales will be allocated equitably to
each. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or received
by the Fund.
INVESTMENT RESTRICTIONS
The Fund's investment objective is a fundamental policy, which cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund's
outstanding voting shares. In addition, the Fund has adopted the following
investment restrictions as fundamental policies. 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 Board.
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 Board members 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.
MANAGEMENT OF THE FUND
The Fund's Board is responsible for the management and supervision of the
Fund. The Board approves all significant agreements between the Fund and those
companies that furnish services to the Fund. These companies are as follows:
The Dreyfus Corporation Investment Adviser
Premier Mutual Fund Services, Inc. Distributor
Dreyfus Transfer, Inc. Transfer Agent
Boston Safe Deposit and Trust Company Custodian
Board members and officers of the Fund, together with information as to
their principal business occupations during at least the last five years, are
shown below.
BOARD MEMBERS OF THE FUND
JOSEPH S. DiMARTINO, CHAIRMAN OF THE BOARD. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He also is a
director of The Noel Group, Inc., a venture capital company (for which,
from February 1995 until November 1997, he was Chairman of the Board), The
Muscular Dystrophy Association, HealthPlan Services Corporation, a provider
of marketing, administrative and risk management services to health and
other benefit programs, Carlyle Industries, Inc. (formerly, Belding
Heminway, Inc.), a button packager and distributor, Career Blazers, Inc.
(formerly, Staffing Resources, Inc.), a temporary placement agency, and
Century Business Services, Inc., a provider of various outsourcing
functions for small and medium sized companies. For more than five years
prior to January 1995, he was President, a director and, until August 1994,
Chief Operating Officer of the Manager and Executive Vice President and a
director of Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus and, until August 24, 1994, the Fund's distributor. From August
1994 until December 31, 1994, he was a director of Mellon Bank Corporation.
He is 55 years old and his address is 200 Park Avenue, New York, New York
10166.
DAVID P. FELDMAN, BOARD MEMBER. Trustee of Corporate Property nvestors, a real
estate investment company, and a director of several mutual funds in the 59
Wall Street Mutual Funds Group and of the Jeffrey Company, a private
investment company. He was employed at AT&T from July 1961 to his
retirement in April 1997, most recently serving as Chairman and Chief
Executive Officer of AT&T Investment Management Corporation. He is 58 years
old and his address is 3 Tall Oaks Drive, Warren, New Jersey 07059.
JOHN M. FRASER, JR., BOARD MEMBER. President of Fraser Associates, a service
company for planning and arranging corporate meetings and other events.
From September 1975 to June 1978, he was Executive Vice President of
Flagship Cruises, Ltd. Prior thereto, he was Senior Vice President and
Resident Director of the Swedish-American Line for the United States and
Canada. He is 76 years old and his address is 133 East 64th Street, New
York, New York 10021.
EHUD HOUMINER, BOARD MEMBER. Professor and Executive-in-Residence at the
Columbia Business School, Columbia University. Since January 1996,
Principal of Lear, Yavitz and Associates, a management consulting firm. 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. and Super-Sol Limited. He is 57 years
old and his address is c/o Columbia Business School, Columbia University,
Uris Hall, Room 526, New York, New York 10027.
GLORIA MESSINGER, BOARD MEMBER. 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 Theater for a New Audience, Inc., and was Secretary of the
ASCAP Foundation and served as a trustee of the Copyright Society of the
United States. She is also a member of numerous professional and civic
organizations. She is 68 years old and her address is 747 Third Avenue,
11th Floor, New York, New York 10017.
JACK R. MEYER, BOARD MEMBER. President and Chief Executive Officer of
Harvard Management Company, an investment management company, since
September 1990. Prior thereto, he was Treasurer and Chief Investment
Officer of The Rockefeller Foundation. He also is a director of Foundation
Advisers, Inc., a non-stock corporation headquartered in Charlottesville,
Virginia. He is 52 years old and his address is 600 Atlantic Avenue,
Boston, Massachusetts 02210.
JOHN SZARKOWSKI, BOARD MEMBER. Director Emeritus of Photography at The Museum
of Modern Art. Consultant in Photography. He is 72 years old and his
address is Bristol Road, Box 221, East Chatham, New York 12060.
ANNE WEXLER, BOARD MEMBER. Chairman of the Wexler Group, consultants
specializing in 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, 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. She is 67 years old and her address is
c/o The Wexler Group, 1317 F Street, N.W., Suite 600, Washington, D.C.
20004.
For so long as the Fund's plan described in the section captioned
"Shareholder Services Plan" remains in effect, the Board members of the Fund who
are not "interested persons" of the Fund, as defined in the 1940 Act, will be
selected and nominated by the Board members who are not "interested persons" of
the Fund.
The Fund typically pays its Board members an annual retainer and a per
meeting fee and reimburses them for their expenses. The Chairman of the Board
receives an additional 25% of such compensation. Emeritus Board members are
entitled to receive an annual retainer and a per meeting fee of one-half the
amount paid to them as Board members. The aggregate amount of compensation paid
to each Board members by the Fund 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
fiscal year ended December 31, 1998, were as follows:
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM FUND AND FUND COMPLEX
NAME OF BOARD MEMBER COMPENSATION FROM FUND* PAID TO BOARD MEMBER
- -------------------- ------------------------ ---------------------------
<S> <C> <C>
Joseph S. DiMartino $_____ $__________ (___)
David P. Feldman $_____ $__________ (___)
John M. Fraser, Jr. $_____ $ __________ (___)
Ehud Houminer $_____ $__________ (___)
David J. Mahoney $_____ $__________ (___)
Gloria Messinger $_____ $__________ (___)
Jack R. Meyer $_____ $__________ (___)
John Szarkowski $_____ $__________ (___)
Anne Wexler $_____ $__________ (___)
- ----------------------------
* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $_____ for all Board members as a group.
</TABLE>
OFFICERS OF THE FUND
MARIE E. CONNOLLY, PRESIDENT AND TREASURER. President, Chief Executive
Officer, Chief Compliance Officer and a director of the Distributor and
Funds Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc., and an officer of other investment companies
advised or administered by Dreyfus. She is 41 years old.
MARGARET W. CHAMBERS, VICE PRESIDENT AND SECRETARY. Senior Vice President and
General Counsel of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by Dreyfus. From August 1996
to March 1998, she was Vice President and Assistant General Counsel for
Loomis, Sayles & Company, L.P. From January 1986 to July 1996, she was an
associate with the law firm of Ropes & Gray. She is 38 years old.
MICHAEL S. PETRUCELLI, VICE PRESIDENT, ASSISTANT SECRETARY AND ASSISTANT
TREASURER. Senior Vice President of Funds Distributor, Inc., and an officer
of other investment companies advised or administered by Dreyfus. From
December 1989 through November 1996, he was employed by GE Investment
Services where he held various financial, business development and
compliance positions. He also served as Treasurer of the GE Funds and as a
Director of GE Investment Services. He is 36 years old.
STEPHANIE D. PIERCE, VICE PRESIDENT, ASSISTANT SECRETARY AND ASSISTANT
TREASURER. Vice President and Client Development Manager of Funds
Distributor, Inc., and an officer of other investment companies advised or
administered by Dreyfus. From April 1997 to March 1998, she was employed as
a Relationship Manager with Citibank, N.A. From August 1995 to April 1997,
she was an Assistant Vice President with Hudson Valley Bank, and from
September 1990 to August 1995, she was Second Vice President with Chase
Manhattan Bank. She is 30 years old.
MARY A. NELSON, VICE PRESIDENT AND ASSISTANT TREASURER. Vice President of the
Distributor and Funds Distributor, Inc., and an officer of other investment
companies advised or administered by Dreyfus. From September 1989 to July
1994, she was an Assistant Vice President and Client Manager for The Boston
Company, Inc. She is 34 years old.
GEORGE A. RIO, VICE PRESIDENT AND ASSISTANT TREASURER. Executive Vice
President and Client Service Director of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by Dreyfus.
From June 1995 to March 1998, he was Senior Vice President and Senior Key
Account Manager for Putnam Mutual Funds. From May 1994 to June 1995, he was
Director of Business Development for First Data Corporation. From September
1983 to May 1994, he was Senior Vice President and Manager of Client
Services and Director of Internal Audit at The Boston Company, Inc. He is
43 years old.
JOSEPH F. TOWER, III, VICE PRESIDENT AND ASSISTANT TREASURER. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other investment
companies advised or administered by 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. He is 36
years old.
DOUGLAS C. CONROY, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice
President of Funds Distributor, Inc., and an officer of other investment
companies advised or administered by Dreyfus. From April 1993 to January
1995, he was a Senior Fund Accountant for Investors Bank & Trust Company.
He is 29 years old.
CHRISTOPHER J. KELLEY, VICE PRESIDENT AND ASSISTANT SECRETARY. Vice President
and Senior Associate General Counsel of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by Dreyfus.
From April 1994 to July 1996, he was Assistant Counsel at Forum Financial
Group. He is 33 years old.
KATHLEEN K. MORRISEY, VICE PRESIDENT AND ASSISTANT SECRETARY. Manager of
Treasury Services Administration of Funds Distributor, Inc., and an officer
of other investment companies advised or administered by Dreyfus. From July
1994 to November 1995, she was a Fund Accountant for Investors Bank & Trust
Company. She is 26 years old.
ELBA VASQUEZ, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice
President of Funds Distributor, Inc., and an officer of other investment
companies advised or administered by Dreyfus. From March 1990 to May 1996,
she was employed by U.S. Trust Company of New York where she held various
sales and marketing positions. She is 37 years old.
The address of each officer of the Fund is 200 Park Avenue, New York, New
York 10166.
The Fund's Board members and officers, as a group, owned less than 1%
of the Fund's shares outstanding on February __, 1999.
The following persons are known by the Fund to own of record 5% or more of
the Fund's voting securities outstanding on February __, 1999: [Nationwide
Variable Account II, CO 47, c/o IPO, PO Box 182029, Columbus, OH
43218-2029--56.9838%; Travelers Fund U, One Tower Square, 5MS Bob Iagrossi,
Hartford, CT 06183--14.6145%; Lincoln National Life Insurance, Mutual Fund
Accounting-4C-01, 1300 South Clinton Street, Fort Wayne, IN 46802-
3506--4.9886%; Nationwide Multi-Flex (CitiBank), CO 48, c/o IPO, PO Box 182029,
Columbus, OH 43218-2029--2.5055%; Nationwide Variable Life 2, CO 71, c/o IPO, PO
Box 182029, Columbus, OH 43218-2029--2.3835%; Nationwide Life Insurance Company,
NWVA- 9, c/o IPO Portfolio Accounting, PO Box 182029, Columbus, OH
43218-2029--2.0896%.] 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 1940 Act) of the Fund.
MANAGEMENT ARRANGEMENTS
MANAGER. Dreyfus is a wholly-owned subsidiary of Mellon Bank, N.A., which
is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). Mellon is a
publicly owned multibank holding company incorporated under Pennsylvania law in
1971 and registered under the Federal Bank Holding Company Act of 1956, as
amended. Mellon provides a comprehensive range of financial products and
services in domestic and selected international markets. Mellon is among the
twenty-five largest bank holding companies in the United States based on total
assets.
Dreyfus provides management services pursuant to the Management Agreement
(the "Management Agreement") dated November 13, 1995, with the Fund, which is
subject to annual approval by (i) the Fund's Board or (ii) vote of a majority
(as defined in the 1940 Act) of the outstanding voting securities of the Fund,
provided that in either event the continuance also is approved by a majority of
the Board members who are not "interested persons" (as defined in the 1940 Act)
of the Fund or Dreyfus by vote cast in person at a meeting called for the
purpose of voting on such approval. The Management Agreement was approved by
shareholders on November 3, 1995 and was last approved by the Fund's Board,
including a majority of the Board members who are not "interested persons" (as
defined in the 1940 Act) of any party to the Management Agreement, at a meeting
held on _________, 1998. The Management Agreement is terminable without penalty,
on 60 days' notice, by the Fund's Board 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
Management Agreement will terminate automatically in the event of its assignment
(as defined in the 1940 Act).
The following persons are officers and/or directors of the Manager:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment Officer
and a director; Thomas F. Eggers, Vice Chairman-Institutional and a director;
Lawrence S. Kash, Vice Chairman and a director; Ronald P. O'Hanley III, Vice
Chairman; J. David Officer, Vice Chairman and a director; William T. Sandalls,
Jr., Executive Vice President; Mark N. Jacobs, Vice President, General Counsel
and Secretary; Patrice M. Kozlowski, Vice President-Corporate Communications;
Mary Beth Leibig, Vice President-Human Resources; Andrew S. Wasser, Vice
President-Information Systems; Theodore A. Schachar, Vice President; Wendy
Strutt, Vice President; Richard Terres, Vice President; William H. Maresca,
Controller; James Bitetto, Assistant Secretary; Steven F. Newman, Assistant
Secretary; and Mandell L. Berman, Burton C. Borgelt, Steven G. Elliott, Martin
C. McGuinn, Richard W. Sabo and Richard F. Syron, directors.
Dreyfus maintains office facilities on behalf of the Fund, and furnishes
the Fund statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund. Dreyfus also may make such advertising and promotional
expenditures, using its own resources, as it from time to time deems
appropriate.
INDEX FUND MANAGER. Mellon Equity provides investment advisory assistance
and day-to-day management of the Fund's investments pursuant to the Index
Management Agreement (the "Index Management Agreement") dated November 13, 1995
between Mellon Equity and Dreyfus. The Index Management Agreement is subject to
annual approval by (i) the Fund's Board or (ii) vote of a majority (as defined
in the 1940 Act) of the Fund's outstanding voting securities, provided that in
either event the continuance also is approved by a majority of the Fund's Board
members who are not "interested persons" (as defined in the 1940 Act) of the
Fund or Mellon Equity, by vote cast in person at a meeting called for the
purpose of voting on such approval. The Index Management Agreement was approved
by shareholders on November 3, 1995, and was approved by the Fund's Board,
including a majority of Board members who are not "interested persons" of any
party to the Index Management Agreement, at a meeting held on _________, 1998.
The Index Management Agreement is terminable without penalty (i) by Dreyfus on
60 days' notice, (ii) by the Fund's Board or by vote of the holders of a
majority of the Fund's shares on 60 days' notice, or (iii) by Mellon Equity on
not less than 90 days' notice. The Index Management Agreement will terminate
automatically in the event of its assignment (as defined in the 1940 Act) or
upon the termination of the Management Agreement for any reason.
The following persons are executive officers and/or directors of Mellon
Equity: Phillip R. Roberts, Chairman of the Board; William P. Rydell, President
and Chief Executive Officer; and W. Keith Smith, Director.
Mellon Equity provides day-to-day management of the Fund's investments in
accordance with the stated policies of the Fund, subject to the supervision of
Dreyfus and approval of the Fund's Board. All purchases and sales are reported
for the Board's review at the meeting subsequent to such transactions. Mellon
Equity has agreed to pay for the custody services provided to the Fund by Boston
Safe Deposit and Trust Company.
All expenses incurred in the operation of the Fund are borne by the Fund,
except to the extent specifically assumed by Dreyfus and/or Mellon Equity. The
expenses borne by the Fund include: taxes, interest, loan commitment fees,
interest and distributions paid on securities sold short, brokerage fees and
commissions, if any, fees of Board members who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of
Dreyfus or Mellon Equity or any of their affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory fees, 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 the Fund's 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
shareholders, costs of shareholder's reports and meetings, and any extraordinary
expenses.
As compensation for Dreyfus' services, the Fund has agreed to pay Dreyfus a
monthly fee at the annual rate of .245 of 1% of the value of the Fund's average
daily net assets. As compensation for Mellon Equity's services, Dreyfus has
agreed to pay Mellon Equity a monthly fee at the annual rate of .095 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 shareholders. For
the fiscal years ended December 31, 1996, 1997 and 1998, the Fund paid Dreyfus
management fees of $1,278,312, $3,357,626 and $____________, respectively, and
Dreyfus paid Mellon Equity index management fees of $498,160, $1,301,554 and
$____________, respectively.
Dreyfus (and to a limited extent, Mellon Equity) have agreed that if in any
fiscal year the aggregate expenses of the Fund (including fees pursuant to the
Management 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 Dreyfus, and Dreyfus may deduct from the fees paid to Mellon Equity or
Dreyfus and Mellon Equity will bear, such excess expense in proportion to their
management fee and index management fee, to the extent required by state law.
Such deduction or payment, if any, will be estimated daily and reconciled and
effected or paid, as the case may be, on a monthly basis.
The aggregate fees payable to Dreyfus and Mellon Equity is not subject to
reduction as the value of the Fund's net assets increases.
DISTRIBUTOR. The Distributor, located at 60 State Street, Boston,
Massachusetts 02109, serves as the Fund's distributor on a best efforts basis
pursuant to an agreement which is renewable annually.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN. Dreyfus Transfer,
Inc. (the "Transfer Agent"), a wholly-owned subsidiary of Dreyfus, P.O. Box
9671, Providence, Rhode Island 02940-9671, is the Fund's transfer and dividend
disbursing agent. Under a transfer agency agreement with the Fund, the Transfer
Agent arranges for the maintenance of shareholder account records for the Fund,
the handling of certain communications between shareholders and the Fund and the
payment of dividends and distributions payable by the Fund. For these services,
the Transfer Agent receives a monthly fee computed on the basis of the number of
shareholder accounts it maintains for the Fund during the month, and is
reimbursed for certain out-of-pocket expenses.
Boston Safe Deposit and Trust Company (the "Custodian"), an indirect
subsidiary of Mellon, One Boston Place, Boston, Massachusetts 02108, is the
Fund's custodian. The Custodian has no part in determining the investment
policies of the Fund or which securities are to be purchased or sold by the
Fund. Under a custody agreement with the Fund, the Custodian holds the Fund's
securities and keeps all necessary accounts and records. The Custodian's fees
for its services to the Fund are paid by Mellon Equity.
HOW TO BUY SHARES
Individuals may not place purchase orders directly with the Fund.
Individuals should consult a Participating Insurance Company, the administrator
of an Eligible Plan or a financial intermediary for information on the purchase
of Portfolio shares.
Separate accounts of the Participating Insurance Companies place orders
based on, among other things, the amount of premium payments to be invested
pursuant to VA contracts and VLI policies. See the prospectus of the separate
account of the applicable Participating Insurance Company for more information
on the purchase of Fund shares.
If an order is received by the Fund or its authorized 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 Fund's Board. For further information regarding
the methods employed in valuing the Fund's investments, see "Determination of
Net Asset Value."
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan (the "Plan") pursuant to
which the Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary
of Dreyfus, an amount not to exceed an annual rate of .25% of the value of the
Fund's average daily net assets for certain allocated expenses with respect to
servicing and/or maintaining shareholder accounts.
A quarterly report of the amounts expended under the Plan, and the purposes
for which such expenditures were incurred, must be made to the Fund's Board for
its review. In addition, the Plan provides that material amendments of the Plan
must be approved by the Board and by the Board members who are not "interested
persons" (as defined in the 1940 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 Board members 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 Board members who are not "interested
persons" (as defined in the 1940 Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan.
For the fiscal year ended December 31, 1998, $______ was charged to the
Fund under the Plan.
HOW TO REDEEM SHARES
GENERAL. Fund shares may be redeemed at any time by the separate accounts
of the Participating Insurance Companies or by Eligible Plans. INDIVIDUALS MAY
NOT PLACE REDEMPTION ORDERS DIRECTLY WITH THE FUND. When the Fund or its
authorized 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 separate accounts of Participating
Insurance Companies 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 and VLI policy holders or Eligible
Plan participants arise which would require that a substantial amount of assets
be withdrawn from the Fund, orderly portfolio management could be disrupted to
the potential detriment of shareholders.
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 and is a fundamental policy
which may not be changed without shareholder approval. In the case of requests
for redemption in excess of such amount, the Fund's Board reserves the right to
make payments in whole or 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
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 Fund's Board. Expenses and
fees, including the management 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, Martin Luther
King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Management of the Fund believes that the Fund has qualified for the fiscal
year ended December 31, 1998 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. If 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. The term "regulated investment company" does not
imply the supervision of management or investment practices or policies by any
government agency.
Section 817(h) of the Code requires that the investments of a segregated
asset account of an insurance company be "adequately diversified" as provided
therein or in accordance with U.S. Treasury Regulations, in order for the
account to serve as the basis for VA contracts or VLI policies. 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
Section 817(h) for segregated accounts. By meeting these and other requirements,
the Participating Insurance Companies, rather than VA contract holders or VLI
policy holders, should be subject to tax on distributions received with respect
to Fund shares. The tax treatment on distributions made to a Participating
Insurance Company will depend on the Participating Insurance Company's tax
status.
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.
The Fund will not report dividends paid to Eligible Plans to the Internal
Revenue Service ("IRS"). Generally, distributions from Eligible Plans, except
those representing returns of non-deductible contributions thereto, will be
taxable as ordinary income and, if made prior to the time the participant
reaches age 59-1/2, generally will be subject to an additional tax equal to 10%
of the taxable portion of the distribution. If the distribution from an Eligible
Plan (other than certain governmental or church plans) for any taxable year
following the year in which the participant reaches age 70-1/2 is less than the
"minimum required distribution" for that taxable year, an excise tax equal to
50% of the deficiency may be imposed by the IRS. (In some cases, minimum
required distributions need not commence until the participant retires, if
later.) The administrator, trustee or custodian of such a Plan will be
responsible for reporting distributions from the Plan to the IRS. Participants
in Eligible Plans will receive a disclosure statement describing the
consequences of a distribution from the Plan from the administrator, trustee or
custodian of the Plan prior to receiving the distribution. Moreover, certain
contributions to an Eligible Plan in excess of the amounts permitted by law may
be subject to an excise tax. For more information concerning the Federal income
tax consequences, Policy owners should refer to the prospectus for their
contracts or policies and Eligible Plan participants should consult the Plan's
administrator or trustee.
Ordinarily, gains and losses realized from portfolio transactions will be
treated as capital gain or loss. 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.
The Taxpayer Relief Act of 1997 included constructive sale provisions that
generally apply if the Fund either (1) holds an appreciated financial position
with respect to stock, certain debt obligations, or partnership interests
("appreciated financial position") and enters into a short sale, futures or
forward contract, offsetting notional principal contract or other transaction
described in Treasury regulations to be issued in the future (collectively, a
"Contract") respecting the same or substantially identical property or (2) holds
an appreciated financial position that is a Contract and then acquires property
that is the same as, or substantially identical to, the underlying property. In
each instance, with certain exceptions, the Fund generally will be taxed as if
the appreciated financial position were sold at its fair market value on the
date the Fund enters into the financial position or acquires the property,
respectively. Transactions that are identified hedging or straddle transactions
under other provisions of the Code can be subject to the constructive sale
provisions.
PORTFOLIO TRANSACTIONS
The Advisers assume general supervision over placing orders on behalf of
the Fund for the purchase or sale of portfolio securities. Allocation of
brokerage transactions, including their frequency, is made in the best judgment
of the Advisers 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 based upon their sales of shares of other funds
advised by Dreyfus or its affiliates, as well as 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 the Advisers based upon their
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
December 31, 1996, 1997 and 1998, the Fund paid total brokerage commissions of
$116,347, $140,461 and $________, respectively, none of which was paid to the
Distributor. No spreads or concessions were paid by the Fund for such fiscal
years.
The aggregate amount of transactions during the period ended December 31,
1998 in securities effected on an agency basis through a broker for, among other
things, research services, and the commissions and concessions related to such
transactions were $_________ and $__________, respectively.
PERFORMANCE INFORMATION
The Fund's average annual total return for the 1, 5 and 9.26 year periods
ended December 31, 1998 was _____%, _____% and _____%, 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, 1998 was _____%. 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.
The Fund's average annual 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 imposed by Participating Insurance
Companies under VA contracts or VLI policies or any charges imposed by Eligible
Plans. 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 indices as reported in Ibbotson, Roger G.
and Rex A. Sinquefield, Stocks, Bonds, Bills and Inflation (SBBI), 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, and
may refer to or discuss then current or past economic or financial conditions,
developments or events.
INFORMATION ABOUT THE FUND
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.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board members or
the appointment of auditors. However, 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 Board member from office. Fund
shareholders may remove a Board member by the affirmative vote of a majority of
the Fund's outstanding voting shares. In addition, the Fund's Board will call a
meeting of shareholders 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 shareholders.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
The Fund is not sponsored, endorsed, sold or promoted by 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&Ps 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.
COUNSEL AND INDEPENDENT ACCOUNTANTS
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, 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 being sold pursuant to the Fund's Prospectus.
Coopers & Lybrand L.L.P., 1301 Avenue of the Americas, New York, New York
10019-6013, independent accountants, have been selected as independent auditors
of the Fund.
<PAGE>
APPENDIX
Description of S&P A-1 Commercial Paper Rating:
The rating A is the highest rating and is assigned by S&P to issues that
are regarded as having the greatest capacity for timely payment. Issues in this
category are delineated with the number 1, 2 or 3 to indicate the relative
degree of safety. Paper rated A-1 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 Prime-1 Commercial Paper Rating:
The rating Prime-1 (P-1) is the highest commercial paper rating assigned 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.
<PAGE>
DREYFUS LIFE AND ANNUITY FUND, INC. (D/B/A DREYFUS STOCK INDEX FUND)
PART C. OTHER INFORMATION
-------------------------
Item 23. Exhibits
- ------- ----------
(a) Registrant's Articles of Incorporation and Articles of Amendment are
incorporated by reference to Exhibit (1)(b) of Post-Effective
Amendment No. 6 to the Registration Statement on Form N-1A, filed on
April 20, 1994.
(b) Registrant's By-Laws are incorporated by reference to Exhibit (2)
of Post-Effective Amendment No. 6 to the Registration Statement on
Form N-1A, filed on April 20, 1994.
(d) Management Agreement is incorporated by reference to Exhibit (5)(a) of
Post-Effective Amendment No. 8 to the Registration Statement on Form
N-1A, filed on Feburary 29, 1996. Index Management Agreement is
incorporated by reference to Exhibit (5)(b) of Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A, filed on
February 29, 1996.
(e) Distribution Agreement is incorporated by reference to Exhibit (6) of
Post-Effective Amendment No. 7 to the Registration Statement on Form
N-1A, filed on March 2, 1995.
(g) Custody Agreement is incorporated by reference to Exhibit 8 of
Post-Effective Amendment No. 8 to the Registration Statement on Form
N-1A, filed on February 29, 1996.
(h) Shareholder Services Plan is incorporated by reference to Exhibit (9)
of Post-Effective Amendment No. 7 to the Registration Statement on
Form N-1A, filed on March 2, 1995.
(i) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A, filed on April 20, 1994.
(j) Consent of Independent Auditors.*
(n) Financial Data Schedule.*
- --------------------
* To be filed by amendment.
Other Exhibits
--------------
(a) Powers of Attorney of the Board members and officers are
incorporated by reference to Other Exhibits (a) of Post-
Effective Amendment No. 10 to the Registration Statement on
Form N-1A, filed on April 29, 1998.
(b) Certificate of Secretary is incorporated by reference to
Other Exhibits (b) of Post-Effective Amendment No. 10 to
the Registration Statement on Form N-1A, filed on
April 29, 1998.
Item 24. Persons Controlled by or under Common Control with Registrant.
- ------- --------------------------------------------------------------
Not Applicable
Item 25. Indemnification
- ------- ---------------
The Statement as to the general effect of any contract, arrangements
or statute under which a director, officer, underwriter or affiliated
person of the Registrant is insured or indemnified in any manner
against any liability which may be incurred in such capacity, other
than insurance provided by any director, officer, affiliated person or
underwriter for their own protection, is incorporated by reference to
Item 27 of 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 attached as
Exhibit (6) of Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A, filed on April 29, 1998.
Item 26. Business and Other Connections of Investment Adviser.
- ------- ----------------------------------------------------
The Dreyfus Corporation ("Dreyfus") and subsidiary companies comprise
a financial service organization whose business consists primarily of
providing investment management services as the investment adviser and
manager for sponsored investment companies registered under the
Investment Company Act of 1940 and as an investment adviser to
institutional and individual accounts. Dreyfus also serves as sub-
investment adviser to and/or administrator of other investment
companies. Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-dealer. Dreyfus
Investment Advisors, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans, institutions
and individuals.
<TABLE>
<CAPTION>
Officers and Directors of Investment Adviser
<S> <C> <C> <C>
Name and Position
With Dreyfus Other Businesses Position Held Dates
Christopher M. Condron Mellon Preferred Director 3/96 - 11/96
Chairman of the Board and Capital Corporation*
Chief Executive Officer
TBCAM Holdings, Inc.* President 10/97 - 6/98
Chairman 10/97 - 6/98
The Boston Company Chairman 1/98 - 6/98
Asset Management, LLC* President 1/98 - 6/98
The Boston Company President 9/95 - 1/98
Asset Management, Inc.* Chairman 4/95 - 1/98
Chief Executive Officer 4/95 - 4/97
Pareto Partners Partner Representative 11/95 - 5/97
271 Regent Street
London, England W1R 8PP
Franklin Portfolio Holdings, Inc.* Director 1/97 - Present
Franklin Portfolio
Associates Trust* Trustee 9/95 - 1/97
Certus Asset Advisors Corp.**
Director 6/95 - Present
The Boston Company of Director 6/95 - 4/96
Southern California Chief Executive Officer 6/95 - 4/96
Los Angeles, CA
Mellon Capital Management Director 5/95 - Present
Corporation***
Mellon Bond Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Bond Associates+ Trustee 5/95 -1/98
Mellon Equity Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Equity Associates+ Trustee 5/95 - 1/98
Boston Safe Advisors, Inc.* Director 5/95 - Present
President 5/95 - Present
Access Capital Strategies Corp. Director 5/95 - 1/97
124 Mount Auburn Street
Suite 200 North
Cambridge, MA 02138
Mellon Bank, N.A. + Chief Operating Officer 3/98 - Present
President 3/98 - Present
Vice Chairman 11/94 - Present
Mellon Bank Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
The Boston Company Financial Director 4/94- 8/96
Services, Inc.* President 4/94 - 8/96
The Boston Company, Inc.* Vice Chairman 1/94 - Present
Director 5/93 - Present
Laurel Capital Advisors, LLP+ Exec. Committee 1/98 - Present
Member
Laurel Capital Advisors+ Trustee 10/93 - 1/98
Boston Safe Deposit and Trust Chairman 3/93 - 2/96
Company of CA Chief Executive Officer 6/93 - 2/96
Los Angeles, CA Director 6/89 - 2/96
MY, Inc.* President 9/91 - 3/96
Director 9/91 - 3/96
Reco, Inc.* President 8/91 - 11/96
Director 8/91 - 11/96
Boston Safe Deposit and Trust Director 6/89 - 2/96
Company of NY
New York, NY
Boston Safe Deposit and Trust President 9/89 - 6/96
Company* Director 5/93 -Present
The Boston Company Financial President 6/89 - Present
Strategies, Inc. * Director 6/89 - Present
The Boston Company Financial President 6/89 - 1/97
Strategies Group, Inc. * Director 6/89- 1/97
Mandell L. Berman Self-Employed Real Estate Consultant, 11/74 - Present
Director 29100 Northwestern Highway Residential Builder and
Suite 370 Private Investor
Southfield, MI 48034
Burton C. Borgelt DeVlieg Bullard, Inc. Director 1/93 - Present
Director 1 Gorham Island
Westport, CT 06880
Mellon Bank Corporation+ Director 6/91 - Present
Mellon Bank, N.A. + Director 6/91 - Present
Dentsply International, Inc. Director 2/81 - Present
570 West College Avenue Chief Executive Officer 2/81 - 12/96
York, PA Chairman 3/89 - 1/96
Stephen E. Canter Dreyfus Investment Chairman of the Board 1/97 - Present
President, Chief Operating Advisors, Inc.++ Director 5/95 - Present
Officer, Chief Investment President 5/95 - Present
Officer, and Director
Founders Asset Management, LLC Acting Chief Executive 7/98 - 12/98
2930 East Third Ave. Officer
Denver, CO 80206
The Dreyfus Trust Company+++ Director 6/95 - Present
Thomas F. Eggers Dreyfus Service Corporation++ Executive Vice President 4/96 - Present
Vice Chairman - Institutional Director 9/96 - Present
and Director
Steven G. Elliott Mellon Bank Corporation+ Senior Vice Chairman 1/99 - Present
Director Chief Financial Officer 1/90 - Present
Vice Chairman 6/92 - 1/99
Treasurer 1/90 - 5/98
Mellon Bank, N.A.+ Senior Vice Chairman 3/98 - Present
Vice Chairman 6/92 - 3/98
Chief Financial Officer 1/90 - Present
Mellon EFT Services Corporation Director 10/98 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Mellon Financial Services Director 1/96 - Present
Corporation #1 Vice President 1/96 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Boston Group Holdings, Inc.* Vice President 5/93 - Present
APT Holdings Corporation Treasurer 12/87 - Present
Pike Creek Operations Center
4500 New Linden Hill Road
Wilmington, DE 19808
Allomon Corporation Director 12/87 - Present
Two Mellon Bank Center
Pittsburgh, PA 15259
Collection Services Corporation Controller 10/90 - Present
500 Grant Street Director 9/88 - Present
Pittsburgh, PA 15258 Vice President 9/88 - Present
Treasurer 9/88 - Present
Mellon Financial Company+ Principal Exec. Officer 1/88 - Present
Chief Financial Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+ Chairman 7/89 - 11/97
President 4/88 - 11/97
Chief Executive Officer 4/88 - 11/97
Mellon International Investment Director 9/89 - 8/97
Corporation+
Mellon Financial Services Treasurer 12/87 - Present
Corporation # 5+
Lawrence S. Kash Dreyfus Investment Director 4/97 - Present
Vice Chairman Advisors, Inc.++
And Director
Dreyfus Brokerage Services, Inc. Chairman 11/97 - Present
401 North Maple Ave. Chief Executive Officer 11/97 - Present
Beverly Hills, CA
Dreyfus Service Corporation++ Director 1/95 - Present
President 9/96 - Present
Dreyfus Precious Metals, Inc.++ + Director 3/96 - 12/98
President 10/96 - 12/98
Dreyfus Service Director 12/94 - Present
Organization, Inc.++ President 1/97 - Present
Executive Vice President 12/94 - 1/97
Seven Six Seven Agency, Inc. ++ Director 1/97 - Present
Dreyfus Insurance Agency of Chairman 5/97 - Present
Massachusetts, Inc.++++ President 5/97 - Present
Director 5/97 - Present
The Dreyfus Trust Company+++ Chairman 1/97 - Present
President 2/97 - Present
Chief Executive Officer 2/97 - Present
Director 12/94 - Present
The Dreyfus Consumer Credit Chairman 5/97 - Present
Corporation++ President 5/97 - Present
Director 12/94 - Present
The Boston Company Advisors* Chairman 8/93 - 11/95
The Boston Company Advisors, Chairman 12/95 - Present
Inc. Chief Executive Officer 12/95 - Present
Wilmington, DE President 12/95 - Present
Cornice Acquisition Board of Managers 12/97 - Present
Company, LLC
Denver, CO
The Boston Company, Inc.* Director 5/93 - Present
President 5/93 - Present
Mellon Bank, N.A.+ Executive Vice President 2/92 - Present
Laurel Capital Advisors, LLP+ President 12/91 - Present
Executive Committee 12/91 - Present
Member
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Martin G. McGuinn Mellon Bank Corporation+ Chairman 1/99 - Present
Director Chief Executive Officer 1/99 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 1/99
Mellon Bank, N. A. + Chairman 3/98 - Present
Chief Executive Officer 3/98 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 1/99
Mellon Leasing Corporation+ Vice Chairman 12/96 - Present
Mellon Bank (DE) National Director 4/89 - 12/98
Association
Wilmington, DE
Mellon Bank (MD) National Director 1/96 - 4/98
Association
Rockville, Maryland
Mellon Financial Vice President 9/86 - 10/97
Corporation (MD)
Rockville, Maryland
J. David Officer Dreyfus Service Corporation++ Executive Vice President 5/98 - Present
Vice Chairman
And Director Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Seven Six Seven Agency, Inc.++ Director 10/98 - Present
Mellon Residential Funding Corp. + Director 4/97 - Present
Mellon Trust of Florida, N.A. Director 8/97 - Present
2875 Northeast 191st Street
North Miami Beach, FL 33180
Mellon Bank, NA+ Executive Vice President 7/96 - Present
The Boston Company, Inc.* Vice Chairman 1/97 - Present
Director 7/96 - Present
Mellon Preferred Capital Director 11/96 - Present
Corporation*
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - Present
Services, Inc.* Director 8/96 - Present
Boston Safe Deposit and Trust Director
Company* President 7/96 - Present
Executive Vice President 7/96 - 1/99
1/91 - 7/96
Mellon Trust of New York Director
1301 Avenue of the Americas 6/96 - Present
New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
Mellon Bank, N.A.+ Executive Vice President 2/94 - Present
Mellon United National Bank Director 3/98 - Present
1399 SW 1st Ave., Suite 400
Miami, Florida
Boston Group Holdings, Inc.* Director 12/97 - Present
Dreyfus Financial Services Corp. + Director 9/96 - Present
Dreyfus Investment Services Director 4/96 - Present
Corporation+
Richard W. Sabo Founders Asset Management LLC President 12/98 - Present
Director 2930 East Third Avenue Chief Executive Officer 12/98 - Present
Denver, CO. 80206
Prudential Securities Senior Vice President 07/91 - 11/98
New York, NY Regional Director 07/91 - 11/98
Richard F. Syron American Stock Exchange Chairman 4/94 - Present
Director 86 Trinity Place Chief Executive Officer 4/94 - Present
New York, NY 10006
Ronald P. O'Hanley Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
TBCAM Holdings, Inc.* Chairman 6/98 - Present
Director 10/97 - Present
The Boston Company Asset Chairman 6/98 - Present
Management, LLC* Director 1/98 - 6/98
The Boston Company Asset Director 2/97 - 12/97
Management, Inc. *
Boston Safe Advisors, Inc. * Chairman 6/97 - Present
Director 2/97 - Present
Pareto Partners Partner Representative 5/97 - Present
271 Regent Street
London, England W1R 8PP
Mellon Capital Management Director 5/97 -Present
Corporation***
Certus Asset Advisors Corp.** Director 2/97 - Present
Mellon Bond Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon Equity Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon-France Corporation+ Director 3/97 - Present
Laurel Capital Advisors+ Trustee 3/97 - Present
McKinsey & Company, Inc. Partner 8/86 - 2/97
Boston, MA
Mark N. Jacobs Dreyfus Investment Director 4/97 -Present
General Counsel, Advisors, Inc.++ Secretary 10/77 - 7/98
Vice President, and
Secretary The Dreyfus Trust Company+++ Director 3/96 - Present
The TruePenny Corporation++ President 10/98 - Present
Director 3/96 - Present
Lion Management, Inc.++ Director 1/88 - 10/96
Vice President 1/88 - 10/96
Secretary 1/88 - 10/96
The Dreyfus Consumer Credit Secretary 4/83 - 3/96
Corporation++
Dreyfus Service Director 3/97 - Present
Organization, Inc.++ Assistant Secretary 4/83 -3/96
Major Trading Corporation++ Assistant Secretary 5/81 - 8/96
William H. Maresca The Dreyfus Trust Company+++ Director 3/97 - Present
Controller
Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present
Dreyfus Consumer Credit Corp.++ Treasurer 10/98 - Present
Dreyfus Investment Treasurer 10/98 - Present
Advisors, Inc. ++
Dreyfus-Lincoln, Inc. Vice President 10/98 - Present
4500 New Linden Hill Road
Wilmington, DE 19808
The TruePenny Corporation++ Vice President 10/98 - Present
Dreyfus Precious Metals, Inc.+++ Treasurer 10/98 - 12/98
The Trotwood Corporation++ Vice President 10/98 - Present
Trotwood Hunters Corporation++ Vice President 10/98 - Present
Trotwood Hunters Site A Corp. ++ Vice President 10/98 - Present
Dreyfus Transfer, Inc. Chief Financial Officer 5/98 - Present
One American Express Plaza,
Providence, RI 02903
Dreyfus Service Assistant Treasurer 3/93 - Present
Organization, Inc.++
Dreyfus Insurance Agency of Assistant Treasurer 5/98 - Present
Massachusetts, Inc.++++
William T. Sandalls, Jr. Dreyfus Transfer, Inc. Chairman 2/97 - Present
Executive Vice President One American Express Plaza,
Providence, RI 02903
Dreyfus Service Corporation++ Director 1/96 - Present
Treasurer 1/96 - 2/97
Executive Vice President 2/97 - Present
Chief Financial Officer 2/97 - 12/98
Dreyfus Investment Director 1/96 - Present
Advisors, Inc.++ Treasurer 1/96 - 10/98
Dreyfus-Lincoln, Inc. Director 12/96 - Present
4500 New Linden Hill Road President 1/97 - Present
Wilmington, DE 19808
Dreyfus Acquisition Corporation++ Director VP and CFO 1/96 - 8/96
Vice President 1/96 - 8/96
Chief Financial Officer 1/96 - 8/96
Lion Management, Inc.++ Director 1/96 - 10/96
President 1/96 - 10/96
Seven Six Seven Agency, Inc.++ Director 1/96 - 10/98
Treasurer 10/96 - 10/98
The Dreyfus Consumer Director 1/96 - Present
Credit Corp.++ Vice President 1/96 - Present
Treasurer 1/97 - 10/98
Dreyfus Partnership President 1/97 - 6/97
Management, Inc.++ Director 1/96 - 6/97
Dreyfus Service Organization, Director 1/96 - 6/97
Inc.++ Executive Vice President 1/96 - 6/97
Treasurer 10/96 - Present
Dreyfus Insurance Agency of Director 5/97 - Present
Massachusetts, Inc.++++ Treasurer 5/97 - Present
Executive Vice President 5/97 - Present
Major Trading Corporation++ Director 1/96 - 8/96
Treasurer 1/96 - 8/96
The Dreyfus Trust Company+++ Director 1/96 - 4/97
Treasurer 1/96 - 4/97
Chief Financial Officer 1/96 - 4/97
Dreyfus Personal Director 1/96 - 4/97
Management, Inc.++ Treasurer 1/96 - 4/97
Patrice M. Kozlowski None
Vice President - Corporate
Communications
Mary Beth Leibig None
Vice President -
Human Resources
Andrew S. Wasser Mellon Bank Corporation+ Vice President 1/95 - Present
Vice President -
Information Systems
Theodore A. Schachar Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
Dreyfus Investment Advisors, Inc.++ Vice President - Tax 10/96 - Present
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Inc.++ Vice President - Tax 10/96 - Present
Wendy Strutt None
Vice President
Richard Terres None
Vice President
James Bitetto The TruePenny Corporation++ Secretary 9/98 - Present
Assistant Secretary
Dreyfus Service Corporation++ Assistant Secretary 8/98 - Present
Dreyfus Investment Assistant Secretary 7/98 - Present
Advisors, Inc.++
Dreyfus Service Assistant Secretary 7/98 - Present
Organization, Inc.++
Steven F. Newman Dreyfus Transfer, Inc. Vice President 2/97 - Present
Assistant Secretary One American Express Plaza Director 2/97 - Present
Providence, RI 02903 Secretary 2/97 - Present
Dreyfus Service Secretary 7/98 - Present
Organization, Inc.++ Assistant Secretary 5/98 - 7/98
- -------------------------------
* The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
** The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
*** The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
+ The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++ The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++ The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
++++The address of the business so indicated is 53 State Street, Boston, Massachusetts 02109
</TABLE>
<PAGE>
Item 27. Principal Underwriters
- -------- ----------------------
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or exclusive
distributor:
1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management Funds
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Debt and Equity Funds
28) Dreyfus Index Funds, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Preferred Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Funds, Inc.
35) Dreyfus Investment Grade Bond Funds, Inc.
36) Dreyfus Investment Portfolios
37) The Dreyfus/Laurel Funds, Inc.
38) The Dreyfus/Laurel Funds Trust
39) The Dreyfus/Laurel Tax-Free Municipal Funds
40) Dreyfus LifeTime Portfolios, Inc.
41) Dreyfus Liquid Assets, Inc.
42) Dreyfus Massachusetts Intermediate Municipal Bond Fund
43) Dreyfus Massachusetts Municipal Money Market Fund
44) Dreyfus Massachusetts Tax Exempt Bond Fund
45) Dreyfus MidCap Index Fund
46) Dreyfus Money Market Instruments, Inc.
47) Dreyfus Municipal Bond Fund, Inc.
48) Dreyfus Municipal Cash Management Plus
49) Dreyfus Municipal Money Market Fund, Inc.
50) Dreyfus New Jersey Intermediate Municipal Bond Fund
51) Dreyfus New Jersey Municipal Bond Fund, Inc.
52) Dreyfus New Jersey Municipal Money Market Fund, Inc.
53) Dreyfus New Leaders Fund, Inc.
54) Dreyfus New York Insured Tax Exempt Bond Fund
55) Dreyfus New York Municipal Cash Management
56) Dreyfus New York Tax Exempt Bond Fund, Inc.
57) Dreyfus New York Tax Exempt Intermediate Bond Fund
58) Dreyfus New York Tax Exempt Money Market Fund
59) Dreyfus U.S. Treasury Intermediate Term Fund
60) Dreyfus U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Premier California Municipal Bond Fund
66) Dreyfus Premier Equity Funds, Inc.
67) Dreyfus Premier International Funds, Inc.
68) Dreyfus Premier GNMA Fund
69) Dreyfus Premier Worldwide Growth Fund, Inc.
70) Dreyfus Premier Municipal Bond Fund
71) Dreyfus Premier New York Municipal Bond Fund
72) Dreyfus Premier State Municipal Bond Fund
73) Dreyfus Premier Value Fund
74) Dreyfus Short-Intermediate Government Fund
75) Dreyfus Short-Intermediate Municipal Bond Fund
76) The Dreyfus Socially Responsible Growth Fund, Inc.
77) Dreyfus Stock Index Fund, Inc.
78) Dreyfus Tax Exempt Cash Management
79) The Dreyfus Third Century Fund, Inc.
80) Dreyfus Treasury Cash Management
81) Dreyfus Treasury Prime Cash Management
82) Dreyfus Variable Investment Fund
83) Dreyfus Worldwide Dollar Money Market Fund, Inc.
84) Founders Funds, Inc.
85) General California Municipal Bond Fund, Inc.
86) General California Municipal Money Market Fund
87) General Government Securities Money Market Fund, Inc.
88) General Money Market Fund, Inc.
88) General Municipal Bond Fund, Inc.
90) General Municipal Money Market Funds, Inc.
91) General New York Municipal Bond Fund, Inc.
92) General New York Municipal Money Market Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
- ------------------ --------------------------- -------------
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Chief Treasurer
Compliance Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial and Assistant
Officer Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Jean M. O'Leary+ Assistant Vice President, None
Assistant Secretary and
Assistant Clerk
William J. Nutt+ Chairman of the Board None
Michael S. Petrucelli++ Senior Vice President Vice President,
Assistant
Treasurer, and
Assistant Secretary
Patrick W. McKeon+ Vice President None
Joseph A. Vignone+ Vice President None
- --------------------------------
+ Principal business address is 60 State Street, Boston, Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
<PAGE>
Item 28. Location of Accounts and Records
- ------- --------------------------------
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 29. Management Services
- ------- -------------------
Not Applicable
Item 30. Undertakings
- ------- ------------
None
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant 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
24th day of February, 1999.
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
--------------------------------------------
(Registrant)
BY: /s/Marie E. Connolly*
----------------------------
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
- -------------------------- ------------------- ----------
/s/ Marie E. Connolly* President and Treasurer (Principal 2/24/99
- --------------------- Executive Officer)
Marie E. Connolly
/s/ Joseph F. Tower, III* Vice President and Assistant 2/24/99
- ------------------------ Treasurer (Principal Financial
Joseph F. Tower, III and Accounting Officer)
/s/ Joseph S. DiMartino* Chairman of the Board 2/24/99
- ------------------------
Joseph S. DiMartino
/s/David P. Feldman* Board Member 2/24/99
- --------------------------
David P. Feldman
/s/John M. Fraser, Jr.* Board Member 2/24/99
- --------------------------
John M. Fraser, Jr.
/s/Ehud Houminer* Board Member 2/24/99
- --------------------------
Ehud Houminer*
/s/David J. Mahoney* Board Member 2/24/99
- --------------------------
David J. Mahoney
/s/Gloria Messinger* Board Member 2/24/99
- --------------------------
Gloria Messinger
/s/Jack R. Meyer* Board Member 2/24/99
- --------------------------
Jack R. Meyer
/s/John Szarkowski* Board Member 2/24/99
- --------------------------
John Szarkowski
/s/Anne Wexler* Board Member 2/24/99
- --------------------------
Anne Wexler
*BY: /s/ Michael S. Petrucelli
----------------------------------
Michael S. Petrucelli,
Attorney-in-Fact
