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. 15 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 15 [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)
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on December 31, 2000 pursuant to paragraph (b)
X
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60 days after filing pursuant to paragraph (a)(1)
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on (date) 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
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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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Explanatory Note
This Post-Effective Amendment No. 15 to the registration statement
for Dreyfus Life and Annuity Index Fund, Inc. (d/b/a/ Dreyfus Stock
Index Fund) (File No. 33-27172) (the "Amendment"), includes a form
of Prospectus which describes, among other things, a new Service
share class with a Rule 12b-1 distribution plan. This Amendment does
not supersede or replace the prospectus included in Post-Effective
Amendment No. 13 to the registration statement for Dreyfus Life and
Annuity Index Fund, Inc. (d/b/a/ Dreyfus Stock Index Fund), filed
with the Securities and Exchange Commission on April 27, 2000, which
remains in full effect.
Dreyfus Stock Index Fund
Investing to match the performance of the S&P 500((reg.tm))
PROSPECTUS December 31, 2000
(reg.tm)
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
The Fund
Dreyfus Stock Index Fund
Contents
The Fund
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Goal/Approach INSIDE COVER
Main Risks 1
Past Performance 2
Expenses 3
Management 4
Financial Highlights 5
Account Information
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Account Policies 6
Distributions and Taxes 6
Exchange Privilege 7
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.
Fund shares are offered only to separate accounts established by insurance
companies to fund variable annuity contracts ("VA contracts") and variable life
insurance policies ("VLI policies"). Individuals may not purchase shares
directly from, or place sell orders directly with, the fund. The VA contracts
and VLI policies are described in the separate prospectuses issued by the
participating insurance companies, over which the fund assumes no
responsibility. Conflicts may arise between the interests of VA contract holders
and VLI policyholders. The board of directors will monitor events to identify
any material conflicts and, if such conflicts arise, determine what action, if
any, should be taken.
The fund currently offers two classes of shares: Initial shares and Service
shares. VA contract holders and VLI policyholders should consult the applicable
prospectus of the separate account of the participating insurance company to
determine which class of fund shares may be purchased by the separate account.
While the fund's investment objective and policies may be similar to those of
other funds managed by the investment advisers, the fund's investment results
may be higher or lower than, and may not be comparable to, those of the other
funds.
GOAL/APPROACH
The fund seeks to 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((reg.tm)) 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. For example, as of March 31, 2000, the fund's 10 largest holdings
represented more than 25% of its total assets, consistent with the composition
of the index.
Concepts to understand
INDEX FUNDS: mutual funds that are designed to meet 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.
Standard & Poor's((reg.tm)), S&P((reg.tm)), Standard & Poor's 500((reg.tm)) and
S&P 500((reg.tm)) 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.
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of a shareholder's investment in the fund
will go up and down, which means that shareholders could lose money.
While the S&P 500 is comprised of the stocks of a large number of companies,
market fluctuations can cause the performance of the S&P 500 to be significantly
influenced by a handful of companies. Thus, the fund's performance will be more
vulnerable to changes in the market value of those companies.
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, such as those emphasizing small or
midcap companies.
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 use stock index futures as a substitute for the sale or purchase of
securities. This practice could carry additional risks such as losses due to
unanticipated market price movements, and could also reduce the opportunity for
gain.
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. Shareholders could lose money in this fund, but shareholders also have
the potential to make money.
The Fund
<PAGE 1>
PAST PERFORMANCE
The bar chart and table below show some of the risks of investing in the fund.
The bar chart shows the changes in the performance of the fund's Initial shares
from year to year. The table compares the average annual total return of the
fund's Initial shares to that of the S&P 500, a broad measure of U.S. stock
market performance. Of course, past performance is no guarantee of future
results. As a new class, past performance information is not available for
Service shares as of the date of this prospectus. Service shares would have had
annual returns substantially similar to those of Initial shares because the
shares are invested in the same portfolio of securities, and the annual returns
would differ only to the extent that the classes do not have the same expenses.
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Year-by-year total return AS OF 12/31 EACH YEAR (%)
INITIAL SHARES
-3.49 29.85 7.11 9.33 0.88 36.78 22.54 32.96 28.21 20.60
90 91 92 93 94 95 96 97 98 99
BEST QUARTER: Q4 '98 +21.22%
WORST QUARTER: Q3 '90 -13.66%
THE YEAR-TO-DATE TOTAL RETURN FOR THE FUND'S INITIAL SHARES AS OF 9/30/00 WAS
-1.54%.
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Average annual total return AS OF 12/31/99
1 Year 5 Years 10 Years
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INITIAL SHARES 20.60% 28.07% 17.70%
S&P 500 21.03% 28.54% 18.19%
Additional costs
Performance information reflects the fund's expenses only and does not reflect
the fees and charges imposed by participating insurance companies under their VA
contracts or VLI policies. Because these fees and charges will reduce total
return, VA contract holders and VLI policyholders should consider them when
evaluating and comparing the fund's performance. VA contract holders and VLI
policyholders should consult the prospectus for their contract or policy for
more information.
<PAGE 2>
EXPENSES
Investors pay certain fees and expenses in connection with the fund, which are
described in the table below. Annual fund operating expenses are paid out of
fund assets, so their effect is included in the fund's share price. As with the
performance information given previously, these figures do not reflect any fees
or charges imposed by participating insurance companies.
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Fee table
Initial Service
shares shares
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ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees 0.25% 0.25%
Rule 12b-1 fee none 0.25%
Shareholder services fee 0.00% none
Other expenses 0.01% 0.01%
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TOTAL 0.26% 0.51%
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Expense example
1 Year 3 Years 5 Years 10 Years
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INITIAL SHARES $27 $84 $146 $331
SERVICE SHARES $52 $164 $285 $640
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.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund and assisting in
all aspects of the fund's operations.
RULE 12B-1 FEE: the fee paid to the fund's distributor for distributing Service
shares, for advertising and marketing related to Service shares, and for
providing account service and maintenance for holders of Service shares. The
distributor may pay all or part of this fee to participating insurance companies
and the broker-dealer acting as principal underwriter for their variable
insurance products. Because this fee is paid on an ongoing basis out of fund
assets attributable to Service shares, over time it will increase the cost of an
investment in Service shares which could be more than that payable with respect
to other types of sales charges.
SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse the fund's
distributor for providing account service and maintenance for holders of Initial
shares.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees. Other expenses for Service
shares are based on other expenses for Initial shares for the past fiscal year.
The Fund
<PAGE 3>
MANAGEMENT
The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages more than $154
billion in over 190 mutual fund portfolios. For the past fiscal year, the fund
paid Dreyfus an investment advisory fee at the annual rate of 0.25% of the
fund's average daily net assets. Dreyfus is the primary mutual fund business of
Mellon Financial Corporation, a global financial services company with
approximately $2.8 trillion of assets under management, administration or
custody, including approximately $540 billion under management. Mellon provides
wealth management, global investment services and a comprehensive array of
banking services for individuals, businesses and institutions. Mellon is
headquartered in Pittsburgh, Pennsylvania.
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 its affiliate, Mellon Equity Associates, to serve as the
fund's index fund manager. As of September 30, 2000, Mellon Equity Associates,
500 Grant Street, Pittsburgh, Pennsylvania 15288, managed approximately $40
billion in assets and provided investment advisory services for three other
investment companies.
The fund, Dreyfus, Mellon Equity Associates and Dreyfus Service Corporation (the
fund's distributor) each has adopted a code of ethics that permits its
personnel, subject to such code, to invest in securities, including securities
that may be purchased or held by the fund. The Dreyfus code of ethics restricts
the personal securities transactions of its employees, and requires portfolio
managers and other investment personnel to comply with the code's preclearance
and disclosure procedures. Its primary purpose is to ensure that personal
trading by Dreyfus employees does not disadvantage any Dreyfus-managed fund.
<PAGE 4>
FINANCIAL HIGHLIGHTS
This table describes the performance of the fund's Initial shares for the fiscal
periods indicated. "Total return" shows how much an investment in the fund would
have increased (or decreased) during each period, assuming the investor had
reinvested all dividends and distributions. These figures (other than for the
six-month period ended June 30, 2000) have been independently audited by
PricewaterhouseCoopers LLP, whose report, along with the fund's financial
statements, is included in the annual report. Keep in mind that fees and charges
imposed by participating insurance companies, which are not reflected in the
table, would reduce the investment returns that are shown. Since Service shares
are new, financial highlights information is unavailable for that class as of
the date of this prospectus.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
(UNAUDITED)
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31
INITIAL SHARES 2000 1999 1998 1997 1996 1995
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PER-SHARE DATA ($)
Net asset value, beginning of period 38.45 32.52 25.75 20.28 17.20 12.94
Investment operations: Investment income -- net .25(1) .40(1) .37 .37 .39 .33
Net realized and unrealized
gain (loss) on investments (.46) 6.24 6.85 6.26 3.43 4.39
Total from investment operations (.21) 6.64 7.22 6.63 3.82 4.72
Distributions: Dividends from investment
income -- net (.18) (.38) (.38) (.37) (.39) (.33)
Dividends from net realized gain
on investments (.04) (.33) (.07) (.79) (.35) (.13)
Total distributions (.22) (.71) (.45) (1.16) (.74) (.46)
Net asset value, end of period 38.02 38.45 32.52 25.75 20.28 17.20
Total return (%) (.55)(2) 20.60 28.21 32.96 22.54 36.78
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RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .13(2) .26 .26 .28 .30 .39
Ratio of net investment income to average net assets (%) .66(2) 1.13 1.35 1.66 2.24 2.38
Decrease reflected in above expense ratios due to
actions by Dreyfus (%) -- -- -- -- -- .03
Portfolio turnover rate (%) 2.06(2) 2.64 2.40 3.53 10.92 11.95
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Net assets, end of period ($ x 1000) 5,474,501 5,229,706 3,440,542 1,868,672 813,959 312,686
(1) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(2) NOT ANNUALIZED.
</TABLE>
The Fund
<PAGE 5>
Account Information
ACCOUNT POLICIES
Buying/Selling shares
Fund shares may be purchased or sold (redeemed) by separate accounts of
participating insurance companies. VA contract holders and VLI policyholders
should consult the prospectus of the separate account of the participating
insurance company for more information about buying or selling fund shares.
The price for fund shares is the net asset value per share (NAV) of the relevant
class, which is generally calculated as of the close of trading on the New York
Stock Exchange (usually 4:00 p.m. Eastern time) every day the exchange is open.
Purchase and sale orders from separate accounts received in proper form by the
participating insurance company on a given business day are priced at the NAV
calculated on such day, provided that the orders are received by the fund in
proper form on the next business day. The participating insurance company is
responsible for properly transmitting purchase and sale orders.
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 board of directors.
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.
DISTRIBUTIONS AND TAXES
The fund usually pays dividends from its net investment income quarterly, and
distributes any net capital gains it has realized once a year.
Each share class will generate a different dividend because each has different
expenses. Distributions will be reinvested in the fund unless the participating
insurance company instructs otherwise.
Since the fund's shareholders are the participating insurance companies and
their separate accounts, the tax treatment of dividends and distributions will
depend on the tax status of the participating insurance company. Accordingly, no
discussion is included as to the federal income tax consequences to VA contract
holders or VLI policyholders. For this information, VA contract holders and VLI
policyholders should consult the prospectus of the separate account of the
participating insurance company or their tax advisers.
Participating insurance companies should consult their tax advisers about
federal, state and local tax consequences.
Who the shareholders are
The participating insurance companies and their separate accounts are the
shareholders of the fund. From time to time, a shareholder may own a substantial
number of fund shares. The sale of a large number of shares could hurt the
fund's NAV.
<PAGE 6>
EXCHANGE PRIVILEGE
Shareholders can exchange shares of a class for shares of the same class of any
other fund or portfolio managed by Dreyfus that is offered only to separate
accounts established by insurance companies to fund VA contracts and VLI
policies, or for shares of any such fund or portfolio offered without a separate
class designation, or which makes available only one class, subject to the terms
and conditions relating to exchanges of the applicable insurance company
prospectus. Owners of VA contracts or VLI policies should refer to the
applicable insurance company prospectus for more information on exchanging fund
shares.
Account Information
<PAGE 7>
NOTES
<PAGE>
NOTES
<PAGE>
For More Information
Dreyfus Stock Index Fund
(incorporated under the name Dreyfus Life & Annuity Index Fund, Inc.)
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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).
To obtain information:
BY TELEPHONE Call 1-800-554-4611 or 516-338-3300
BY MAIL Write to: The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144 Attn: Institutional Servicing
ON THE INTERNET Text-only versions of certain fund documents can be viewed
online or downloaded from: http://www.sec.gov
You can also obtain copies, after paying a duplicating fee, by visiting the
SEC's Public Reference Room in Washington, DC (for information, call
1-202-942-8090) or by E-mail request to [email protected], or by writing to the
SEC's Public Reference Section, Washington, DC 20549-0102.
(c) 2000 Dreyfus Service Corporation
763P1200
<PAGE>
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DREYFUS STOCK INDEX FUND
STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 31, 2000
FOR INITIAL SHARES AND SERVICE SHARES
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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 December 31, 2000, as it may be
revised from time to time. To obtain a copy of the Fund's Prospectus, Annual
Report or Semi-Annual Report, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call 1-800-554-4611 or 516-
338-3300.
Fund shares are offered only to variable annuity and variable life
insurance separate accounts established by insurance companies ("Participating
Insurance Companies") to fund variable annuity contracts ("VA contracts") and
variable life insurance policies ("VLI policies," and together with VA
contracts, the "Policies"). The Policies are described in the separate
prospectuses issued by the Participating Insurance Companies.
The Fund currently offers two classes of shares: Initial shares and
Service shares. VA contract holders and VLI policy holders should consult the
applicable prospectus of the separate account of the Participating Insurance
Company to determine which class of Fund shares may be purchased by the separate
account.
The Fund's most recent Annual Report and Semi-Annual Report to
Shareholders are separate documents supplied with this Statement of Additional
Information, and the financial statements, accompanying notes and report of
independent auditors appearing in the Annual Report are incorporated by
reference into this Statement of Additional Information.
TABLE OF CONTENTS Page
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Description of the Fund...................................................B-2
Management of the Fund....................................................B-8
Management Arrangements...................................................B-11
How to Buy Shares.........................................................B-14
Distribution Plan (Service Shares Only)...................................B-15
Shareholder Services Plan (Initial Shares Only)...........................B-16
How to Redeem Shares......................................................B-17
Exchange Privilege........................................................B-18
Determination of Net Asset Value..........................................B-18
Dividends, Distributions and Taxes........................................B-18
Portfolio Transactions....................................................B-20
Performance Information...................................................B-22
Information About the Fund................................................B-23
Counsel and Independent Accountants.......................................B-24
Appendix..................................................................B-25
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."
Dreyfus Service Corporation (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 Services ("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. However, 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.
Pursuant to regulations and/or published positions of the Securities and
Exchange Commission, the Fund may be required to segregate permissible liquid
assets to cover its obligations relating to its transactions in derivatives. To
maintain this required cover, the Fund may have to sell portfolio securities at
disadvantageous prices or times since it may not be possible to liquidate a
derivative position at a reasonable price. In addition, the segregation of such
assets will have the effect of limiting the Fund's ability otherwise to invest
those assets.
Certain 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 businesses 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
Dreyfus Service Corporation.........................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 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,
Century Business Services, Inc., a provider of various outsourcing
functions for small and medium sized companies, The Newark Group, a
privately held company providing a national network of paper recovery
facilities, paperboard mills and paperboard converting plants, and
QuikCAT.com, Inc., a private company engaged in the development of high
speed movement, routing, storing and encryption of data across cable,
wireless and all other modes of data transport. For more than five years
prior to January 1995, he was President, a director and, to August 1994,
Chief Operating Officer of Dreyfus and Executive Vice President and a
director of the Distributor. From August 1994 until December 31, 1994,
he was a director of Mellon Financial Corporation. He is 57 years old
and his address is 200 Park Avenue, New York, New York 10166.
DAVID P. FELDMAN, Board Member. 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 by 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 60
years old and his address is 3 Tall Oaks Drive, Warren, New Jersey
07059.
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 also is a director of Avnet Inc., an electronics distributor, and
Super Sol Limited, an Israeli supermarket chain. He is 59 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 70 years old and her address is 747 Third
Avenue, 11th Floor, New York, New York 10017.
JOHN SZARKOWSKI, Board Member. Director Emeritus of Photography at The Museum
of Modern Art. Consultant in Photography. He is 74 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 Wilshire Mutual Funds, Comcast Corporation, a
telecommunications company, and The New England Electric System, and a
member of the Council of Foreign Relations and the National Park
Foundation. She is 69 years old and her address is c/o The Wexler Group,
1317 F Street, N.W., Suite 600, Washington, D.C. 20004.
The Fund has a standing nominating committee comprised of its Board
members who are not "interested persons" of the Fund, as defined in the 1940
Act. The function of the nominating committee is to select and nominate all
candidates who are not "interested persons" of the Fund for election to the
Fund's Board.
Currently, the Fund pays its Directors its allocated portion of an
annual retainer of $25,000 and a fee of $4,000 per meeting ($500 per telephone
meeting) attended for the Fund and three other funds (comprised of 13
portfolios) in the Dreyfus Family of Funds, and reimburses them for their
expenses. The Chairman of the Board receives an additional 25% of such
compensation. Emeritus Board members, if any, 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 member by the
Fund, and by all funds in the Dreyfus Family of Funds for which such person was
a Board member (the number of portfolios of such funds is set forth in
parenthesis next to each Board member's total compensation)* for the fiscal year
ended December 31, 1999, pursuant to the compensation schedule then in effect,
were as follows:
Total Compensation
Aggregate From Fund and
Name of Board Compensation From Fund Complex
Member Fund** Paid to Board Member
------------------ ------------------ --------------------
Joseph S. DiMartino $5,625 $642,177 (189)
David P. Feldman $4,500 $118,875 (56)
John M. Fraser, Jr*** $4,500 $78,000 (41)
Ehud Houminer $4,500 $61,000 (20)
Gloria Messinger $4,500 $23,500 (13)
Jack R. Meyer**** $3,000 $5,625 (13)
John Szarkowski $4,500 $23,500 (13)
Anne Wexler $4,500 $59,125 (28)
----------------------------
* Represents the number of separate portfolios comprising the investment
companies in the Fund complex, including the Fund, for which the Board
member serves.
** Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $9,009 for all Board members as a group.
*** Director Emeritus as of May 24, 2000.
**** Retired as of March 31, 1999.
Officers of the Fund
STEPHEN E. CANTER, President. President, Chief Operating Officer, Chief
Investment Officer and a director of Dreyfus, and an officer of 92 other
investment companies (comprised of 183 portfolios) managed by Dreyfus.
Mr. Canter also is a Director or an Executive Committee Member of the
other investment management subsidiaries of Mellon Financial Corporation,
each of which is an affiliate of Dreyfus. He is 55 years old.
MARK N. JACOBS, Vice President. Vice President, General Counsel and Secretary
of Dreyfus, and an officer of 105 other investment companies (comprised
of 196 portfolios) managed by Dreyfus. He is 54 years old.
JOSEPH CONNOLLY, Vice President and Treasurer. Director - Mutual Fund Accounting
of Dreyfus, and an officer of 105 other investment companies (comprised
of 196 portfolios) managed by Dreyfus. He is 43 years old.
MICHAEL A. ROSENBERG, Secretary. Associate General Counsel of Dreyfus, and an
officer of 92 other investment companies (comprised of 183 portfolios)
managed by Dreyfus. He is 40 years old.
STEVEN F. NEWMAN, Assistant Secretary. Associate General Counsel and Assistant
Secretary of Dreyfus, and an officer of 105 other investment companies
(comprised of 196 portfolios) managed by Dreyfus. He is 51 years old.
JAMES WINDELS, Assistant Treasurer. Senior Treasury Manager of Dreyfus, and an
officer of 24 other investment companies (comprised of 86 portfolios)
managed by Dreyfus. He is 42 years old.
The address of each Fund officer 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 December 1, 2000.
The following separate accounts are known by the Fund to own of record
5% or more of the Fund's voting securities outstanding on December 1, 2000:
Nationwide Variable Account II, CO 47, c/o IPO, P.O. Box 182029, Columbus, OH
43218-2029--32.09%; Nationwide Life Insurance Company, NWVA-9, c/o IPO Portfolio
Accounting, PO Box 182029, Columbus, OH 43218-2029 - 24.17%; Travelers Insurance
Co., One Tower Square, 5MS Bob Iagrossi, Hartford, CT 06183--11.687%; and
Transamerica Occidental Life Insurance Company, Separate Account VA-2L,
Accounting Department, P.O. Box 33849, Charlotte, NC 28233-3849 - 5.16%. 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 Financial Corporation ("Mellon").
Mellon is a global multibank financial holding company incorporated under
Pennsylvania law in 1971 and registered under the Federal Bank Holding Company
Act of 1956, as amended. Mellon provides a comprehensive range of financial
products and services in domestic and selected international markets. Mellon is
among the twenty largest bank holding companies in the United States based on
total assets.
Dreyfus provides management services pursuant to the Management
Agreement (the "Management Agreement") between the Fund and Dreyfus. The
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 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 is terminable ithout 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 Dreyfus:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment Officer
and a director; Thomas F. Eggers, Vice Chairman-Institutional and a director;
Lawrence S. Kash, Vice Chairman; J. David Officer, Vice Chairman and a director;
Ronald P. O'Hanley III, Vice Chairman; William T. Sandalls, Jr., Executive Vice
President; Stephen R. Byers, Senior Vice President; Patrice Kozlowski, Senior
Vice-President-Corporate Communications; Mark N. Jacobs, Vice President, General
Counsel and Secretary; Diane P. Durnin, Vice President-Product Development; Mary
Beth Leibig, Vice President-Human Resources; Ray Van Cott, Vice
President-Information Systems; Theodore A. Schachar, Vice President-Tax; Wendy
Strutt, Vice President; William H. Maresca, Controller; James Bitetto, Assistant
Secretary; Steven F. Newman, Assistant Secretary; and Mandell L. Berman, Burton
C. Borgelt, Steven G. Elliott, Martin G. McGuinn, Richard W. Sabo and Richard F.
Syron, directors.
Dreyfus's Code of Ethics subjects its employees' personal securities
transactions to various restrictions to ensure that such trading does not
disadvantage any fund advised by Dreyfus. In that regard, portfolio managers and
other investment personnel of Dreyfus must preclear and report their personal
securities transactions and holdings, which are reviewed for compliance with the
Code of Ethics and are also subject to the oversight of Mellon's Investment
Ethics Committee. Portfolio managers and other investment personnel who comply
with the Code of Ethics preclearance and disclosure procedures of the Code of
Ethics and the requirements of the Committee, may be permitted to purchase, sell
or hold securities which also may be or are held in fund(s) they manage or for
which they otherwise provide investment advice.
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") 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 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. Mellon Equity has agreed to pay for
the custody services provided to the Fund by Boston Safe Deposit and Trust
Company.
Expenses. 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. In addition, the Fund's Initial shares are subject to an annual
shareholder services fee (see "Shareholder Services Plan (Initial Shares Only)")
and the Fund's Service shares are subject to an annual distribution fee (see
"Distribution Plan (Service Shares Only)").
As compensation for Dreyfus's services, the Fund has agreed to pay
Dreyfus a monthly fee at the annual rate of 0.245% 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 0.095% 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, 1997, 1998 and 1999, the Fund paid Dreyfus
management fees of $3,357,626, $6,318,869 and $10,577,826, respectively, and
Dreyfus paid Mellon Equity index management fees of $1,301,554, $1,805,391 and
$3,022,236, 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, a wholly-owned subsidiary of Dreyfus
located at 200 Park Avenue, New York, New York 10166, serves as the Fund's
distributor on a best efforts basis pursuant to an agreement with the Fund 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. Dreyfus pays the Fund's transfer
agency fees.
Boston Safe Deposit and Trust Company (the "Custodian"), an indirect
subsidiary of Mellon, One Boston Place, Boston, Massachusetts 02108, is the
Fund's custodian. Under a custody agreement with the Fund, the Custodian holds
the Fund's securities and keeps all necessary accounts and records. For its
custody services, the Custodian receives a monthly fee based on the market value
of the Fund's domestic assets held in custody and receives certain securities
transactions charges. The Custodian's fees for its services to the Fund are paid
by Mellon Equity.
HOW TO BUY SHARES
The Fund offers two classes of shares - Initial shares and Service
shares. The classes are identical, except as to the expenses borne by each class
which may affect performance. See "Shareholder Services Plan (Initial Shares
Only)" and "Distribution Plan (Service Shares Only)." Fund shares currently are
offered only to separate accounts of Participating Insurance Companies.
Individuals may not place purchase orders directly with the Fund.
Separate accounts of the Participating Insurance Companies place orders
based on, among other things, the amount of premium payments to be invested
pursuant to VA contracts and VLI policies. See the prospectus of the separate
account of the applicable Participating Insurance Company for more information
on the purchase of Fund shares, including the class of Fund shares available for
investment. The Fund does not issue share certificates.
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."
DISTRIBUTION PLAN
(SERVICE SHARES ONLY)
Rule 12b-1 adopted by the Securities and Exchange Commission under the
1940 Act (the "Rule") provides, among other things, that an investment company
may bear expenses of distributing its shares only pursuant to a plan adopted in
accordance with the Rule. The Fund's Board has adopted such a plan (the
"Distribution Plan") with respect to the Fund's Service shares pursuant to which
the Fund pays the Distributor at an annual rate of 0.25% of the value of the
average daily net assets of the Fund's Service shares for distributing Service
shares, for advertising and marketing related to Service shares and for
servicing and/or maintaining accounts of Service class shareholders. Under the
Distribution Plan, the Distributor may make payments to Participating Insurance
Companies and the broker-dealers acting as principal underwriter for their
variable insurance products in respect of these services. The fees payable under
the Distribution Plan are payable without regard to actual expenses incurred.
The Board believes that there is a reasonable likelihood that the Distribution
Plan will benefit the Fund and the holders of its Service shares.
A quarterly report of the amounts expended under the Distribution Plan,
and the purposes for which such expenditures were incurred, must be made to the
Fund's Board for its review. In addition, the Distribution Plan provides that it
may not be amended to increase materially the costs which holders of Service
shares may bear pursuant to the Distribution Plan without the approval of the
holders of such class of shares and that other material amendments of the
Distribution Plan must be approved by the Board, and by the Board members who
are not "interested persons" (as defined in the 1940 Act) of the Fund and have
no direct or indirect financial interest in the operation of the Distribution
Plan or in any agreements entered into in connection with the Distribution Plan,
by vote cast in person at a meeting called for the purpose of considering such
amendments. The Distribution Plan is subject to annual approval by such vote of
the Board members cast in person at a meeting called for the purpose of voting
on the Distribution Plan. The Distribution Plan may be terminated at any time by
vote of a majority of the Board members who are not "interested persons" and
have no direct or indirect financial interest in the operation of the
Distribution Plan or in any agreements entered into in connection with the
Distribution Plan or by vote of the holders of a majority of the Fund's Service
shares.
No payments were made pursuant to the Distribution Plan for the fiscal
year ended December 31, 1999, since neither Service shares nor the Distribution
Plan were in existence during that time period.
SHAREHOLDER SERVICES PLAN
(INITIAL SHARES ONLY)
The Fund has adopted a Shareholder Services Plan for its Initial shares
pursuant to which the Fund reimburses the Distributor an amount not to exceed an
annual rate of 0.25% of the value of the average daily net assets attributable
to Initial shares 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 Shareholder Services Plan provides that
material amendments of the Plan must be approved by the Fund's Board and by the
Board members who are not "interested persons" (as defined in the 1940 Act) of
the Fund and have no direct or indirect financial interest in the operation of
the Shareholder Services Plan, by vote cast in person at a meeting called for
the purpose of considering such amendments. The Shareholder Services Plan is
subject to annual approval by such vote of the Board members cast in person at a
meeting called for the purpose of voting on the Plan. The 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 Shareholder Services Plan.
For the fiscal year ended December 31, 1999, the Fund paid $4,760 under
the Shareholder Services Plan.
HOW TO REDEEM SHARES
General. Fund shares may be redeemed at any time by the separate
accounts of the Participating Insurance Companies. INDIVIDUALS MAY NOT PLACE
REDEMPTION ORDERS DIRECTLY WITH THE FUND. When the Fund or its 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 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. 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.
EXCHANGE PRIVILEGE
Investors can exchange shares of a class for shares of the same class of
any other fund or portfolio managed by Dreyfus that is offered only to separate
accounts established by Participating Insurance Companies to fund Policies, or
into shares of any such fund or portfolio offered without a separate class
designation, subject to the terms and conditions relating to exchanges set forth
in the applicable Participating Insurance Company prospectus. Policy owners
should refer to the applicable Participating Insurance Company prospectus for
more information on exchanging Fund shares. The Fund reserves the right to
modify or discontinue its exchange program at any time upon 60 days' notice to
the Participating Insurance Company.
DETERMINATION OF NET ASSET VALUE
Valuation of Portfolio Securities. 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),
and fees pursuant to the Shareholder Service Plan, with respect to the Fund's
Initial shares, and Distribution Plan, with respect to the Fund's Service
shares, are accrued daily and taken into account for the purpose of determining
the net asset value of Fund shares.
New York Stock Exchange Closings. The holidays (as observed) on which
the New York Stock Exchange is closed currently are: New Year's Day, Martin
Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Management of the Fund believes that the Fund has qualified for its most
recent fiscal year 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. To qualify as a regulated investment company, the Fund must distribute at
least 90% of its net income (consisting of net investment income and net
short-term capital gain) to its shareholders and meet certain asset
diversification and other requirements. 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.
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" (generally including certain
transactions designed to convert ordinary income into capital gain) may be
treated as ordinary income.
Gain or loss, if any, realized by the Fund from certain financial
futures transactions ("Section 1256 contracts") 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 Section 1256 contracts as well as from
closing transactions. In addition, any Section 1256 contracts 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. To the extent the straddle rules apply to positions
established by a Fund, losses realized by the Fund may be deferred to the extent
of unrealized gain in the offsetting position. In addition, short-term capital
loss on straddle positions may be recharacterized as long-term capital loss, and
long-term capital gains on straddle positions may be treated as short-term
capital gains or ordinary income. Certain of the straddle positions held by the
Fund may constitute "mixed straddles." The Fund may make one or more elections
with respect to the treatment of "mixed straddles," resulting in different tax
consequences. In certain circumstances, the provisions governing the tax
treatment of straddles override or modify certain of the provisions discussed
above.
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, 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.
PORTFOLIO TRANSACTIONS
The Manager assumes general supervision over the placement of securities
buy and sell orders on behalf of the funds it manages. In choosing brokers, the
Manager evaluates the ability of the broker to execute the particular
transaction (taking into account the market for the stock and the size of the
order) at the best combination of price and quality of execution. In selecting
brokers, no factor is necessarily determinative, and seeking to obtain best
execution for all trades takes precedence over all other considerations. Brokers
are selected after a review of all relevant criteria, including: the actual
price to be paid for the shares; the broker's knowledge of the market for the
particular stock; the broker's reliability; the broker's integrity or ability to
maintain confidentiality; the broker's research capability; commission rates;
the broker's ability to ensure that the shares will be delivered on settlement
date; the broker's ability to handle specific orders of various size and
complexity; the broker's financial condition; the broker's willingness to commit
capital; and the sale by the broker of funds managed by the Manager. At various
times and for various reasons, certain factors will be more important than
others in determining which broker to use.
The Manager has adopted written trade allocation procedures for its
equity and fixed income trading desks. Under the procedures, portfolio managers
and the trading desks ordinarily will seek to aggregate (or "bunch") orders that
are placed or received concurrently for more than one account. In some cases,
this policy may adversely affect the price paid or received by an account, or
the size of the position obtained or liquidated. Generally, bunched trades will
be allocated among the participating accounts based on the number of shares
designated for each account on the trade order. If securities available are
insufficient to satisfy the requirements of the participating accounts,
available securities generally are allocated among accounts pro rata, based on
order sizes. In the case of debt securities, the pro rata allocation is based on
asset sizes. In allocating trades made on a combined basis, the trading desks
seeks to achieve the same net unit price of the securities for each
participating account. Because a pro rata allocation may not always adequately
accommodate all facts and circumstances, the trade allocation procedures allow
the allocation of securities on a basis other than pro rata. For example,
adjustments may be made to eliminate de minimis positions, to give priority to
accounts with specialized investment policies and objectives or to consider the
unique characteristics of certain accounts (e.g., available cash, industry or
issuer concentration, duration, credit exposure).
Under the Manager's special trade allocation procedures applicable to
domestic and foreign initial and secondary public offerings and Rule 144A
transactions (collectively herein "IPOs"), all portfolio managers seeking to
participate in an IPO must use reasonable efforts to indicate their interest in
the IPO, by account and in writing, to the Equity Trading Desk at least 24 hours
prior to the pricing of a deal. Except upon prior written authorization from the
Director of Investments or his designee, an indication of interest submitted on
behalf of any account must not exceed an amount based on the account's
approximate median position size.
Portfolio managers may specify by account the minimum number of shares
deemed to be an adequate allocation. Portfolio managers may not decline any
allocation in excess of the minimum number of shares specified on the ground
that too few shares are available, and will not receive an allocation of fewer
than the minimum number of shares specified. If a portfolio manager does not
specify a minimum number of shares deemed to be an adequate allocation, a
"default minimum" equal to ten percent of the requested number of shares is
assumed. De minimis adjustments may result in larger accounts participating in
IPOs to a lesser extent than smaller accounts.
Based on the indications of interest received by the Equity Trading
Desk, the Chief Investment Officer's designee prepares an IPO Allocation
Worksheet indicating an appropriate order size for each account, taking into
consideration (i) the number of shares requested for each account; (ii) the
relative size of each account; (iii) each account's investment objectives, style
and portfolio composition, and (iv) any other factors that may lawfully be
considered in allocating IPO shares among accounts.
If there are insufficient securities to satisfy all orders as reflected
on the IPO Allocation Worksheet, the Manager's allocation generally will be
distributed among participating accounts pro rata on the basis of each account's
order. Allocations may deviate from a strict pro rata allocation if the Chief
Investment Officer or his designee determines that it is fair and equitable to
allocate on other than a pro rata basis.
Certain brokers and dealers who provide quality brokerage and execution
services also furnish research services to the Manager. The Manager has adopted
a brokerage allocation policy embodying the concepts of Section 28(e) of the
Securities Exchange Act of 1934 ("Section 28(e)"), which permits an investment
adviser to cause an account to pay commission rates in excess of those another
broker or dealer would have charged for effecting the same transaction, if the
adviser determines in good faith that the commission paid is reasonable in
relation to the value of the brokerage and research services provided. The
determination may be made in terms of either a particular transaction involved
or the overall responsibilities of the adviser with respect to the accounts over
which it exercises investment discretion. Research may not necessarily benefit
all accounts paying commissions to such brokers. The Manager may receive
research, as defined in Section 28(e), in connection with selling concessions
and designations in fixed price offerings for non-ERISA accounts.
The Manager may deem it appropriate for one of its accounts to sell a
security while another of its accounts is purchasing the same security. Under
such circumstances, the Manager may arrange to have the purchase and sale
transaction effected directly between its accounts ("cross transactions"). Cross
transactions will be effected pursuant to procedures adopted under Rule 17a-7
under the 1940 Act.
For its portfolio securities transactions for the fiscal years ended
December 31, 1997, 1998 and 1999, the Fund paid total brokerage commissions of
$140,461, $148,159, and $166,910, respectively, none of which was paid to the
Distributor. No spreads or concessions were paid by the Fund for such fiscal
years.
PERFORMANCE INFORMATION
The average annual total return for the 1, 5 and 10 year periods ended
June 30, 2000 for the Initial shares of the Fund was 6.96%, 23.38% and 17.31%,
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 total return for the period September 29, 1989 (commencement of
operations) through June 30, 2000 for the Initial shares of the Fund was
418.30%. Total return is calculated by subtracting the amount of the Fund's net
asset value per share at the beginning of a stated period from the net asset
value per share at the end of the period (after giving effect to the
reinvestment of dividends and distributions during the period), and dividing the
result by the net asset value per share at the beginning of the period.
No performance data has been provided for Service shares of the Fund
since they were not offered as of June 30, 2000.
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. Policy holders should consult the applicable
Participating Insurance Company prospectus for such 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
The Fund's shares are classified into two classes. Each share has one
vote and shareholders will vote in the aggregate and not by class, except as
otherwise required by law or with respect to any matter which affects only one
class. Each Fund share, when issued and paid for in accordance with the terms of
the offering, is fully paid and non-assessable. Fund 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&P's only relationship to the Fund is
the licensing of certain trademarks and trade names of S&P and of the S&P 500
Index which is determined, composed and calculated by S&P without regard to the
Fund. S&P has no obligation to take the needs of the Fund or the owners of the
Fund into consideration in determining, composing or calculating the S&P 500
Index. S&P is not responsible for and has not participated in the calculation of
the Fund's net asset value, nor is S&P a distributor of the Fund. S&P has no
obligation or liability in connection with the administration, marketing or
trading of the Fund.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY THE FUND, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.
S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL,
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
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
being sold pursuant to the Fund's Prospectus.
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New
York 10036-2798, has been selected as independent accountants of the Fund.
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.
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
PART C. OTHER INFORMATION
--------------------------------
Item 23. Exhibits
------- ----------
(a) Registrant's Articles of Incorporation and Articles of Amendment are
incorporated by reference to Exhibit (1)(b) of Post-Effective
Amendment No. 6 to the Registration Statement on Form N-1A, filed on
April 20, 1999.
(b) Registrant's By-Laws, as amended, are incorporated by reference to
Exhibit (b) of Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A, filed on April 26, 2000.
(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 February 29, 1966.
(e) Distribution Agreement is incorporated by reference to Exhibit (e)
of Post-Effective Amendment No. 13 to the Registration Statement on
Form N-1A, filed on April 26, 2000.
(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.
(m) Distribution 12b-1 Plan is incorporated by reference to Exhibit (j)
of Post-Effective Amendment No. 14 to the Registration Statement on
Form N-1A, filed on October 31, 2000.
(o) Rule 18f-3 Plan is incorporated by reference to Exhibit (o) of
Post-Effective Amendment No. 14 to the Registration Statement on
Form N-1A, filed on October 31, 2000.
(p) Code of Ethics is incorporated by reference to Exhibit (p) of
Post-Effective No. 13 to the Registration Statement, on Form N-1A
filed on April 26, 2000.
<PAGE>
Item 23. Exhibits. - List (continued)
------- -----------------------------------------------------
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. 13 to the Registration
Statement on Form N-1A, filed on April 26, 2000.
(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 Board member, officer, underwriter or
affiliated person of the Registrant is insured or indemnified in any
manner against any liability which may be incurred in such capacity,
other than insurance provided by any Board member, officer,
affiliated person or underwriter for their own protection, is
incorporated by reference to Item 27 of Part C of Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A, filed on
September 8, 1999.
Reference is also made to the Distribution Agreement attached as
Exhibit (e) of Post-Effective Amendment No. 14 to the Registration
Statement on Form N-1A, filed on October 31, 2000.
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 and distributor of other investment companies advised
and administered by Dreyfus. Dreyfus Investment Advisors, Inc.,
another wholly-owned subsidiary, provides investment management
services to various pension plans, institutions and individuals.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ITEM 26. Business and Other Connections of Investment Adviser (continued)
----------------------------------------------------------------------------------
Officers and Directors of Investment Adviser
Name and Position
With Dreyfus Other Businesses Position Held Dates
CHRISTOPHER M. CONDRON Franklin Portfolio Associates, Director 1/97 - Present
Chairman of the Board and LLC*
Chief Executive Officer
TBCAM Holdings, Inc.* Director 10/97 - Present
President 10/97 - 6/98
Chairman 10/97 - 6/98
The Boston Company Director 1/98 - Present
Asset Management, LLC* Chairman 1/98 - 6/98
President 1/98 - 6/98
The Boston Company President 9/95 - 1/98
Asset Management, Inc.* Chairman 4/95 - 1/98
Director 4/95 - 1/98
Franklin Portfolio Holdings, Inc.* Director 1/97 - Present
Certus Asset Advisors Corp.** Director 6/95 - Present
Mellon Capital Management Director 5/95 - Present
Corporation***
Mellon Bond Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Bond Associates+ Trustee 5/95 - 1/98
Mellon Equity Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Equity Associates+ Trustee 5/95 - 1/98
Boston Safe Advisors, Inc.* Director 5/95 - Present
President 5/95 - Present
Mellon Bank, N.A. + Director 1/99 - Present
Chief Operating Officer 3/98 - Present
President 3/98 - Present
Vice Chairman 11/94 - 3/98
Mellon Financial Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
Founders Asset Management, Chairman 12/97 - Present
LLC**** Director 12/97 - Present
The Boston Company, Inc.* Vice Chairman 1/94 - Present
Director 5/93 - Present
Laurel Capital Advisors, LLP+ Executive Committee 1/98 - 8/98
Member
CHRISTOPHER M. CONDRON Laurel Capital Advisors+ Trustee 10/93 - 1/98
Chairman and Chief
Executive Officer Boston Safe Deposit and Trust Director 5/93 - Present
(Continued) Company*
The Boston Company Financial President 6/89 - 1/97
Strategies, Inc. * Director 6/89 - 1/97
MANDELL L. BERMAN Self-Employed Real Estate Consultant, 11/74 - Present
Director 29100 Northwestern Highway Residential Builder and
Suite 370 Private Investor
Southfield, MI 48034
BURTON C. BORGELT DeVlieg Bullard, Inc. Director 1/93 - Present
Director 1 Gorham Island
Westport, CT 06880
Mellon Financial Corporation+ Director 6/91 - Present
Mellon Bank, N.A. + Director 6/91 - Present
Dentsply International, Inc. Director 2/81 - Present
570 West College Avenue
York, PA
Quill Corporation Director 3/93 - Present
Lincolnshire, IL
STEPHEN E. CANTER Dreyfus Investment Chairman of the Board 1/97 - Present
President, Chief Operating Advisors, Inc.++ Director 5/95 - Present
Officer, Chief Investment President 5/95 - Present
Officer, and Director
Newton Management Limited Director 2/99 - Present
London, England
Mellon Bond Associates, LLP+ Executive Committee 1/99 - Present
Member
Mellon Equity Associates, LLP+ Executive Committee 1/99 - Present
Member
Franklin Portfolio Associates, Director 2/99 - Present
LLC*
Franklin Portfolio Holdings, Inc.* Director 2/99 - Present
The Boston Company Asset Director 2/99 - Present
Management, LLC*
TBCAM Holdings, Inc.* Director 2/99 - Present
Mellon Capital Management Director 1/99 - Present
Corporation***
STEPHEN E. CANTER Founders Asset Management, Member, Board of 12/97 - Present
President, Chief Operating LLC**** Managers
Officer, Chief Investment Acting Chief Executive 7/98 - 12/98
Officer, and Director Officer
(CONTINUED)
The Dreyfus Trust Company+++ Director 6/95 - Present
Chairman 1/99 - Present
President 1/99 - Present
Chief Executive Officer 1/99 - Present
THOMAS F. EGGERS Dreyfus Service Corporation++ Chief Executive Officer 3/00 - Present
Vice Chairman - Institutional and Chairman of the
and Director Board
Executive Vice President 4/96 - 3/00
Director 9/96 - Present
Founders Asset Management, Member, Board of 2/99 - Present
LLC**** Managers
Dreyfus Investment Advisors, Inc. Director 1/00 - Present
Dreyfus Service Organization, Director 3/99 - Present
Inc.++
Dreyfus Insurance Agency of Director 3/99 - Present
Massachusetts, Inc. +++
Dreyfus Brokerage Services, Inc. Director 11/97 - 6/98
401 North Maple Avenue
Beverly Hills, CA.
STEVEN G. ELLIOTT Mellon Financial Corporation+ Senior Vice Chairman 1/99 - Present
Director Chief Financial Officer 1/90 - Present
Vice Chairman 6/92 - 1/99
Treasurer 1/90 - 5/98
Mellon Bank, N.A.+ Senior Vice Chairman 3/98 - Present
Vice Chairman 6/92 - 3/98
Chief Financial Officer 1/90 - Present
Mellon EFT Services Corporation Director 10/98 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Mellon Financial Services Director 1/96 - Present
Corporation #1 Vice President 1/96 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Boston Group Holdings, Inc.* Vice President 5/93 - Present
APT Holdings Corporation Treasurer 12/87 - Present
Pike Creek Operations Center
4500 New Linden Hill Road
Wilmington, DE 19808
STEVEN G. ELLIOTT Allomon Corporation Director 12/87 - Present
Director (Continued) Two Mellon Bank Center
Pittsburgh, PA 15259
Collection Services Corporation Controller 10/90 - 2/99
500 Grant Street Director 9/88 - 2/99
Pittsburgh, PA 15258 Vice President 9/88 - 2/99
Treasurer 9/88 - 2/99
Mellon Financial Company+ Principal Exec. Officer 1/88 - Present
Chief Executive Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+
Mellon Financial Services Treasurer 12/87 - Present
Corporation # 5+
Mellon Financial Markets, Inc.+ Director 1/99 - Present
Mellon Financial Services Director 1/99 - Present
Corporation #17
Fort Lee, NJ
Mellon Mortgage Company Director 1/99 - Present
Houston, TX
Mellon Ventures, Inc. + Director 1/99 - Present
LAWRENCE S. KASH Dreyfus Investment Director 4/97 - 12/99
Vice Chairman Advisors, Inc.++
Dreyfus Brokerage Services, Inc. Chairman 11/97 - 2/99
401 North Maple Ave. Chief Executive Officer 11/97 - 2/98
Beverly Hills, CA
Dreyfus Service Corporation++ Director 1/95 - 2/99
President 9/96 - 3/99
Dreyfus Precious Metals, Inc.+++ Director 3/96 - 12/98
President 10/96 - 12/98
Dreyfus Service Director 12/94 - 3/99
Organization, Inc.++ President 1/97 - 3/99
Seven Six Seven Agency, Inc. ++ Director 1/97 - 4/99
Dreyfus Insurance Agency of Chairman 5/97 - 3/99
Massachusetts, Inc.++++ President 5/97 - 3/99
Director 5/97 - 3/99
The Dreyfus Trust Company+++ Chairman 1/97 - 1/99
President 2/97 - 1/99
Chief Executive Officer 2/97 - 1/99
Director 12/94 - Present
LAWRENCE S. KASH The Dreyfus Consumer Credit Chairman 5/97 - 6/99
Vice Chairman Corporation++ President 5/97 - 6/99
(Continued) Director 12/94 - 6/99
Founders Asset Management, Member, Board of 12/97 - 12/99
LLC**** Managers
The Boston Company Advisors, Chairman 12/95 - 1/99
Inc. Chief Executive Officer 12/95 - 1/99
Wilmington, DE President 12/95 - 1/99
The Boston Company, Inc.* Director 5/93 - 1/99
President 5/93 - 1/99
Mellon Bank, N.A.+ Executive Vice President 6/92 - Present
Laurel Capital Advisors, LLP+ Chairman 1/98 - 8/98
Executive Committee 1/98 - 8/98
Member
Chief Executive Officer 1/98 - 8/98
President 1/98 - 8/98
Laurel Capital Advisors, Inc. + Trustee 12/91 - 1/98
Chairman 9/93 - 1/98
President and CEO 12/91 - 1/98
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Boston Safe Deposit and Trust Director 6/93 - 1/99
Company+ Executive Vice President 6/93 - 4/98
MARTIN G. MCGUINN Mellon Financial Corporation+ Chairman 1/99 - Present
Director Chief Executive Officer 1/99 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 1/99
Mellon Bank, N. A. + Chairman 3/98 - Present
Chief Executive Officer 3/98 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 3/98
Mellon Leasing Corporation+ Vice Chairman 12/96 - Present
Mellon Bank (DE) National Director 4/89 - 12/98
Association
Wilmington, DE
Mellon Bank (MD) National Director 1/96 - 4/98
Association
Rockville, Maryland
J. DAVID OFFICER Dreyfus Service Corporation++ President 3/00 - Present
Vice Chairman Executive Vice President 5/98 - 3/00
and Director Director 3/99 - Present
Dreyfus Service Organization, Director 3/99 - Present
Inc.++
Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Dreyfus Brokerage Services, Inc. Chairman 3/99 - Present
401 North Maple Avenue
Beverly Hills, CA
Seven Six Seven Agency, Inc.++ Director 10/98 - Present
Mellon Residential Funding Corp. + Director 4/97 - Present
Mellon Trust of Florida, N.A. Director 8/97 - Present
2875 Northeast 191st Street
North Miami Beach, FL 33180
Mellon Bank, NA+ Executive Vice President 7/96 - Present
The Boston Company, Inc.* Vice Chairman 1/97 - Present
Director 7/96 - Present
Mellon Preferred Capital Director 11/96 - 1/99
Corporation*
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - 6/99
Services, Inc.* Director 8/96 - 6/99
Boston Safe Deposit and Trust Director 7/96 - Present
Company* President 7/96 - 1/99
Mellon Trust of New York Director 6/96 - Present
1301 Avenue of the Americas
New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
Mellon United National Bank Director 3/98 - Present
1399 SW 1st Ave., Suite 400
Miami, Florida
Boston Group Holdings, Inc.* Director 12/97 - Present
Dreyfus Financial Services Corp. + Director 9/96 - Present
J. DAVID OFFICER Dreyfus Investment Services Director 4/96 - Present
Vice Chairman and Corporation+
Director (Continued)
RICHARD W. SABO Founders Asset Management, President 12/98 - Present
Director LLC**** Chief Executive Officer 12/98 - Present
Prudential Securities Senior Vice President 07/91 - 11/98
New York, NY Regional Director 07/91 - 11/98
RICHARD F. SYRON Thermo Electron President 6/99 - Present
Director 81 Wyman Street Chief Executive Officer 6/99 - Present
Waltham, MA 02454-9046
American Stock Exchange Chairman 4/94 - 6/99
86 Trinity Place Chief Executive Officer 4/94 - 6/99
New York, NY 10006
RONALD P. O'HANLEY Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
Franklin Portfolio Associates, Director 3/97 - Present
LLC*
Boston Safe Deposit and Trust Executive Committee 1/99 - Present
Company* Member
Director 1/99 - Present
The Boston Company, Inc.* Executive Committee 1/99 - Present
Member 1/99 - Present
Director
Buck Consultants, Inc.++ Director 7/97 - Present
Newton Asset Management LTD Executive Committee 10/98 - Present
(UK) Member
London, England Director 10/98 - Present
Mellon Asset Management Non-Resident Director 11/98 - Present
(Japan) Co., LTD
Tokyo, Japan
TBCAM Holdings, Inc.* Director 10/97 - Present
The Boston Company Asset Director 1/98 - Present
Management, LLC*
Boston Safe Advisors, Inc.* Chairman 6/97 - Present
Director 2/97 - Present
Pareto Partners Partner Representative 5/97 - Present
271 Regent Street
London, England W1R 8PP
Mellon Capital Management Director 2/97 -Present
Corporation***
Certus Asset Advisors Corp.** Director 2/97 - Present
RONALD P. O'HANLEY Mellon Bond Associates, LLP+ Trustee 1/98 - Present
Vice Chairman (Continued) Chairman 1/98 - Present
Mellon Equity Associates, LLP+ Trustee 1/98 - Present
Chairman 1/98 - Present
Mellon-France Corporation+ Director 3/97 - Present
Laurel Capital Advisors+ Trustee 3/97 - Present
STEPHEN R. BYERS Dreyfus Service Corporation++ Senior Vice President 3/00 - Present
Director of Investments and Gruntal & Co., LLC Executive Vice President 5/97 - 11/99
Senior Vice President New York, NY Partner 5/97 - 11/99
Executive Committee 5/97 - 11/99
Member
Board of Directors 5/97 - 11/99
Member
Treasurer 5/97 - 11/99
Chief Financial Officer 5/97 - 6/99
PATRICE M. KOZLOWSKI None
Senior Vice President -
Corporate
Communications
MARK N. JACOBS Dreyfus Investment Director 4/97 - Present
General Counsel, Advisors, Inc.++ Secretary 10/77 - 7/98
Vice President, and
Secretary The Dreyfus Trust Company+++ Director 3/96 - Present
The TruePenny Corporation++ President 10/98 - Present
Director 3/96 - Present
Dreyfus Service Director 3/97 - 3/99
Organization, Inc.++
WILLIAM H. MARESCA The Dreyfus Trust Company+++ Chief Financial Officer 3/99 - Present
Controller Treasurer 9/98 - Present
Director 3/97 - Present
Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present
Director 8/00 - Present
Dreyfus Consumer Credit Corp. ++ Treasurer 10/98 - Present
Dreyfus Investment Treasurer 10/98 - Present
Advisors, Inc. ++
Dreyfus-Lincoln, Inc. Vice President 10/98 - Present
4500 New Linden Hill Road
Wilmington, DE 19808
The TruePenny Corporation++ Vice President 10/98 - Present
Dreyfus Precious Metals, Inc. +++ Treasurer 10/98 - 12/98
The Trotwood Corporation++ Vice President 10/98 - Present
WILLIAM H. MARESCA Trotwood Hunters Corporation++ Vice President 10/98 - Present
Controller
(Continued)
Trotwood Hunters Site A Corp. ++ Vice President 10/98 - Present
Dreyfus Transfer, Inc. Chief Financial Officer 5/98 - Present
One American Express Plaza,
Providence, RI 02903
Dreyfus Service Treasurer 3/99 - Present
Organization, Inc.++ Assistant Treasurer 3/93 - 3/99
Dreyfus Insurance Agency of Assistant Treasurer 5/98 - Present
Massachusetts, Inc.++++
WILLIAM T. SANDALLS, JR. Dreyfus Transfer, Inc. Chairman 2/97 - Present
Executive Vice President One American Express Plaza,
Providence, RI 02903
Dreyfus Service Corporation++ Director 1/96 - 8/00
Executive Vice President 2/97 - Present
Chief Financial Officer 2/97 - 12/98
Dreyfus Investment Director 1/96 - Present
Advisors, Inc.++ Treasurer 1/96 - 10/98
Dreyfus-Lincoln, Inc. Director 12/96 - Present
4500 New Linden Hill Road President 1/97 - Present
Wilmington, DE 19808
Seven Six Seven Agency, Inc.++ Director 1/96 - 10/98
Treasurer 10/96 - 10/98
The Dreyfus Consumer Director 1/96 - Present
Credit Corp.++ Vice President 1/96 - Present
Treasurer 1/97 - 10/98
The Dreyfus Trust Company +++ Director 1/96 - Present
Dreyfus Service Organization, Treasurer 10/96 - 3/99
Inc.++
Dreyfus Insurance Agency of Director 5/97 - 3/99
Massachusetts, Inc.++++ Treasurer 5/97 - 3/99
Executive Vice President 5/97 - 3/99
DIANE P. DURNIN Dreyfus Service Corporation++ Senior Vice President - 5/95 - 3/99
Vice President - Product Marketing and Advertising
Development Division
MARY BETH LEIBIG None
Vice President -
Human Resources
THEODORE A. SCHACHAR Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
The Dreyfus Consumer Credit Chairman 6/99 - Present
Corporation ++ President 6/99 - Present
THEODORE A. SCHACHAR Dreyfus Investment Advisors, Vice President - Tax 10/96 - Present
Vice President - Tax Inc.++
(Continued)
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Vice President - Tax 10/96 - Present
Inc.++
WENDY STRUTT None
Vice President
RAYMOND J. VAN COTT Mellon Financial Corporation+ Vice President 7/98 - Present
Vice President -
Information Systems Computer Sciences Corporation Vice President 1/96 - 7/98
El Segundo, CA
JAMES BITETTO The TruePenny Corporation++ Secretary 9/98 - Present
Assistant Secretary
Dreyfus Service Corporation++ Assistant Secretary 8/98 - Present
Dreyfus Investment Assistant Secretary 7/98 - Present
Advisors, Inc.++
Dreyfus Service Assistant Secretary 7/98 - Present
Organization, Inc.++
STEVEN F. NEWMAN Dreyfus Transfer, Inc. Vice President 2/97 - Present
Assistant Secretary One American Express Plaza Director 2/97 - Present
Providence, RI 02903 Secretary 2/97 - Present
Dreyfus Service Secretary 7/98 - Present
Organization, Inc.++ Assistant Secretary 5/98 - 7/98
* The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
** The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
*** The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
**** The address of the business so indicated is 2930 East Third Avenue, Denver, Colorado 80206.
+ The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++ The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++ The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
++++ The address of the business so indicated is 53 State Street, Boston, Massachusetts 02109.
</TABLE>
Item 27. Principal Underwriters
-------- ----------------------
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or exclusive
distributor:
1) Dreyfus A Bonds Plus, Inc.
2) Dreyfus Appreciation Fund, Inc.
3) Dreyfus Balanced Fund, Inc.
4) Dreyfus BASIC GNMA Fund
5) Dreyfus BASIC Money Market Fund, Inc.
6) Dreyfus BASIC Municipal Fund, Inc.
7) Dreyfus BASIC U.S. Government Money Market Fund
8) Dreyfus California Intermediate Municipal Bond Fund
9) Dreyfus California Tax Exempt Bond Fund, Inc.
10) Dreyfus California Tax Exempt Money Market Fund
11) Dreyfus Cash Management
12) Dreyfus Cash Management Plus, Inc.
13) Dreyfus Connecticut Intermediate Municipal Bond Fund
14) Dreyfus Connecticut Municipal Money Market Fund, Inc.
15) Dreyfus Florida Intermediate Municipal Bond Fund
16) Dreyfus Florida Municipal Money Market Fund
17) Dreyfus Founders Funds, Inc.
18) The Dreyfus Fund Incorporated
19) Dreyfus Global Bond Fund, Inc.
20) Dreyfus Global Growth Fund
21) Dreyfus GNMA Fund, Inc.
22) Dreyfus Government Cash Management Funds
23) Dreyfus Growth and Income Fund, Inc.
24) Dreyfus Growth and Value Funds, Inc.
25) Dreyfus Growth Opportunity Fund, Inc.
26) Dreyfus Debt and Equity Funds
27) Dreyfus Index Funds, Inc.
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Preferred Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Funds, Inc.
34) Dreyfus Investment Grade Bond Funds, Inc.
35) Dreyfus Investment Portfolios
36) The Dreyfus/Laurel Funds, Inc.
37) The Dreyfus/Laurel Funds Trust
38) The Dreyfus/Laurel Tax-Free Municipal Funds
39) Dreyfus LifeTime Portfolios, Inc.
40) Dreyfus Liquid Assets, Inc.
41) Dreyfus Massachusetts Intermediate Municipal Bond Fund
42) Dreyfus Massachusetts Municipal Money Market Fund
43) Dreyfus Massachusetts Tax Exempt Bond Fund
44) Dreyfus MidCap Index Fund
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
48) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Municipal Cash Management
54) Dreyfus New York Tax Exempt Bond Fund, Inc.
55) Dreyfus New York Tax Exempt Intermediate Bond Fund
56) Dreyfus New York Tax Exempt Money Market Fund
57) Dreyfus U.S. Treasury Intermediate Term Fund
58) Dreyfus U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62) Dreyfus Pennsylvania Municipal Money Market Fund
63) Dreyfus Premier California Municipal Bond Fund
64) Dreyfus Premier Equity Funds, Inc.
65) Dreyfus Premier International Funds, Inc.
66) Dreyfus Premier GNMA Fund
67) Dreyfus Premier Opportunity Funds
68) Dreyfus Premier Worldwide Growth Fund, Inc.
69) Dreyfus Premier Municipal Bond Fund
70) Dreyfus Premier New York Municipal Bond Fund
71) Dreyfus Premier State Municipal Bond Fund
72) Dreyfus Premier Value Equity Funds
73) Dreyfus Short-Intermediate Government Fund
74) Dreyfus Short-Intermediate Municipal Bond Fund
75) The Dreyfus Socially Responsible Growth Fund, Inc.
76) Dreyfus Stock Index Fund
77) Dreyfus Tax Exempt Cash Management
78) The Dreyfus Premier Third Century Fund, Inc.
79) Dreyfus Treasury Cash Management
80) Dreyfus Treasury Prime Cash Management
81) Dreyfus Variable Investment Fund
82) Dreyfus Worldwide Dollar Money Market Fund, Inc.
83) General California Municipal Bond Fund, Inc.
84) General California Municipal Money Market Fund
85) General Government Securities Money Market Funds, Inc.
86) General Money Market Fund, Inc.
87) General Municipal Bond Fund, Inc.
88) General Municipal Money Market Funds, Inc.
89) General New York Municipal Bond Fund, Inc.
90) General New York Municipal Money Market Fund
<TABLE>
<CAPTION>
<S> <C> <C>
(b)
Positions and
Name and principal offices with
business address Positions and offices with the Distributor Registrant
---------------- ------------------------------------------ ----------
Thomas F. Eggers * Chief Executive Officer and Chairman of the Board None
J. David Officer * President and Director None
Stephen Burke * Executive Vice President None
Charles Cardona * Executive Vice President and Director None
Anthony DeVivio ** Executive Vice President and Director None
David K. Mossman ** Executive Vice President and Director None
Jeffrey N. Nachman *** Executive Vice President and Chief Operations Officer None
William T. Sandalls, Jr. * Executive Vice President None
William H. Maresca * Chief Financial Officer and Director None
James Book **** Senior Vice President None
Ken Bradle ** Senior Vice President None
Stephen R. Byers * Senior Vice President None
Joseph Connolly * Senior Vice President Vice President
and Treasurer
Joseph Eck + Senior Vice President None
William Glenn * Senior Vice President None
Bradley Skapyak * Senior Vice President None
Jane Knight * Chief Legal Officer and Secretary None
Stephen Storen * Chief Compliance Officer None
Jeffrey Cannizzaro * Vice President - Compliance None
John Geli ** Vice President None
Maria Georgopoulos * Vice President - Facilities Management None
William Germenis ** Vice President - Compliance None
Walter T. Harris * Vice President None
Janice Hayles * Vice President None
Hal Marshall * Vice President - Compliance None
Paul Molloy * Vice President None
B.J. Ralston ** Vice President None
Theodore A. Schachar * Vice President - Tax None
James Windels * Vice President Assistant Treasurer
James Bitetto * Assistant Secretary None
Ronald Jamison * Assistant Secretary None
* Principal business address is 200 Park Avenue, New York, NY 10166.
** Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144.
*** Principal business address is 401 North Maple Avenue, Beverly Hills, CA 90210.
****Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258
+ Principal business address is One Boston Place, Boston, MA 02108
</TABLE>
Item 28. Location of Accounts and Records
------- --------------------------------
1. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
2. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 29. Management Services
------- -------------------
Not Applicable
Item 30. Undertakings
------- ------------
None
SIGNATURES
-------------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant 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
20th day of December, 2000.
DREYFUS LIFE AND ANNUITY INDEX FUND
BY: /s/Stephen E. Canter*
STEPHEN E. CANTER, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement has
been signed below by the following persons in the capacities and on the date
indicated.
Signatures Title Date
/s/ Stephen E. Canter* President (Principal Executive 12/20/00
Officer) and Director
-------------------------------
Stephen E. Canter
/s/Joseph Connolly* Treasurer (Principal Financial 12/20/00
Officer)
-------------------------------
Joseph Connolly
/s/James Windels* Controller (Principal Accounting 12/20/00
Officer)
-------------------------------
/s/James Windels
/s/Joseph S. DiMartino* Board Member 12/20/00
-------------------------------
Joseph S. DiMartino
/s/David P. Feldman* Board Member 12/20/00
-------------------------------
David P. Feldman
/s/John M. Fraser, Jr.* Board Member 12/20/00
-------------------------------
John M. Fraser, Jr.
/s/Ehud Houminer* Board Member 12/20/00
-------------------------------
Ehud Houminer
/s/Gloria Messinger* Board Member 12/20/00
-------------------------------
Gloria Messinger
/s/John Szarkowski* Board Member 12/20/00
-------------------------------
John Szarkowski
/s/Anne Wexler* Board Member 12/20/00
-------------------------------
Anne Wexler
*BY: /s/ Michael A. Rosenberg
__________________________
Michael A. Rosenberg
Attorney-in-Fact
DREYFUS LIFE AND ANNUITY INDEX FUND
EXHIBIT INDEX
(j) Consent of Independent Auditors
